4//SEC Filing
Tonnos Joseph M. 4
Accession 0000899243-23-016832
CIK 0001901799other
Filed
Jul 2, 8:00 PM ET
Accepted
Jul 3, 4:10 PM ET
Size
17.3 KB
Accession
0000899243-23-016832
Insider Transaction Report
Form 4
Tonnos Joseph M.
CHIEF FINANCIAL OFFICER
Transactions
- Other
Class E-2 Common Stock
2023-06-30+9,662→ 9,662 total(indirect: By LLC)Exp: 2030-06-30→ Class A Common Stock (9,662 underlying) - Other
Class A Common Stock
2023-06-30+151,949→ 151,949 total(indirect: By LLC) - Other
Warrant (right to buy)
2023-06-30+75,513→ 75,513 total(indirect: By LLC)Exercise: $11.50→ Class A Common Stock (75,513 underlying) - Other
Class E-1 Common Stock
2023-06-30+9,662→ 9,662 total(indirect: By LLC)Exp: 2030-06-30→ Class A Common Stock (9,662 underlying) - Other
Warrant (right to buy)
2023-06-30+9,662→ 9,662 total(indirect: By LLC)Exp: 2033-06-30→ Class A Common Stock (9,662 underlying)
Footnotes (6)
- [F1]On June 30, 2023, pursuant to that certain Transaction Agreement, dated as of August 24, 2022 (as it may be amended, supplemented or otherwise modified from time to time, the "Transaction Agreement"), by and among GSR II Meteora Acquisition Corp. (the "Company"), GSRII Meteora Sponsor LLC ("Sponsor"), Lux Vending, LLC dba Bitcoin Depot ("BT OpCo"), BT HoldCo LLC ("BT HoldCo") and BT Assets, Inc. ("BT Assets"), the Company entered into a series of transactions with Sponsor, BT Assets, BT OpCo and BT HoldCo (each such transaction and the other transactions contemplated by the Transaction Agreement, collectively, the "business combination"). Upon the consummation of the business combination (the "Closing"), the Company changed its name to Bitcoin Depot Inc. Represents pro rata distribution by Sponsor to its members, which includes the reporting person, for no consideration, exempt under Rule 16a-9.
- [F2]The reporting person is a managing member of JMT Holdings LLC.
- [F3]The warrants are exercisable by the reporting person into shares of Class A Common Stock on a one-for-one basis commencing 30 days after the Closing and expire five years after the Closing or earlier upon redemption or liquidation.
- [F4]The Class E-1 Common Stock shall vest and automatically convert to Class A Common Stock on a one-for-one basis if at any time during the seven-year period following the Closing, the closing share price of the Class A Common Stock is greater than $12.00 per share over 10 trading days (which may be consecutive or not consecutive) within any 20 consecutive trading days.
- [F5]The Class E-1 Common Stock shall vest and automatically convert to Class A Common Stock on a one-for-one basis if at any time during the seven-year period following the Closing, the closing share price of the Class A Common Stock is greater than $14.00 per share over 10 trading days (which may be consecutive or not consecutive) within any 20 consecutive trading days.
- [F6]The Class E-1 Common Stock shall vest and automatically convert to Class A Common Stock on a one-for-one basis if at any time during the ten-year period following the Closing, the closing share price of the Class A Common Stock is greater than $16.00 per share over 10 trading days (which may be consecutive or not consecutive) within any 20 consecutive trading days.
Documents
Issuer
Bitcoin Depot Inc.
CIK 0001901799
Entity typeother
Related Parties
1- filerCIK 0001777054
Filing Metadata
- Form type
- 4
- Filed
- Jul 2, 8:00 PM ET
- Accepted
- Jul 3, 4:10 PM ET
- Size
- 17.3 KB