Lux Vending, LLC executed the letter of intent to acquire GSR II Meteora Acquisition Corp. (NasdaqGM:GSRM) from a group of shareholders in a reverse merger transaction on June 30, 2022. Lux Vending, LLC (Bitcoin Depot) entered into a definitive agreement to acquire GSR II Meteora Acquisition Corp. from a group of shareholders in a reverse merger transaction on August 24, 2022. Upon closing of the transaction, the combined company will be named Bitcoin Depot Inc. and trade on the NASDAQ under the new ticker symbol “BTM.” Assuming no redemptions, the combined company will have an estimated post-transaction enterprise value of $755 million with an estimated equity value of $885 million from the contribution of up to $170 million in cash proceeds from the transaction, net of cash distribution to selling equity holders. Upon completion of the business combination and assuming no redemptions of PubCo Class A, GSR II's public stockholders will own approximately 39.3%, the Sponsor will own approximately 9.2% and Bitcoin stockholders will own approximately 51.5% of the combined company.

The closing is subject to certain customary conditions, including, but not limited to, the requisite approvals of the stockholders of GSRM; specified regulatory approvals shall have been obtained or the applicable waiting period shall have expired or been terminated, and any agreement with the Federal Trade Commission, Department of Justice or other applicable Governmental Authority not to consummate the business combination under any anti-trust laws shall have expired or been terminated, Class A Common Stock being approved for listing on Nasdaq; Minimum Cash Available and combined company shall have net tangible assets of at least $5,000,001; each of the Employment Agreements shall be in full force and effect and other customary closing conditions, the Pre-Closing Restructuring shall have been consummated. The business combination has been unanimously approved by the leadership team of Bitcoin Depot and the Board of Directors of GSRM. The shareholders meeting of GSRM is scheduled on March 30, 2023. As of February 13, 2023, GSRM will not hold the Special Meeting until the SEC has completed its review process and will not solicit proxies until that time. The shareholders meeting of GSRM is scheduled on June 28, 2023. As on June 28, 2023, GSR II Meteora Acquisition shareholders approved the transaction. As of April 4, 2023, the parties amended the Agreement End Date in the agreement from April 7, 2023 to May 15, 2023. As of May 25, 2023, GSRM shareholders shall convene a meeting for the extension by which the Company must consummate its initial business combination from June 1, 2023 to July 1, 2023. The deal is expected to close by the first quarter of 2023. As of January 26, 2023, the transaction is expected to close in mid-February 2023. The transaction is expected to close in the second quarter of 2023. As of June 20, 2023, the Business Combination is expected to close on or about June 30, 2023.

Oppenheimer & Co. Inc. is serving as due diligence provider and Steven Stokdyk, Jenny Cieplak, Michelle Gross, Barrie VanBrackle, Holly Bauer, Andrea Ramezan-Jackson, Stephen C. Szalkowski and Brian Duff of Latham & Watkins LLP is serving as legal advisor and due diligence provider to GSRM. Thomas Laughlin, Mark Ramzy, Douglas E. Bacon, Matthew R. Pacey, Mark Dundon, Jeffery S. Norman, Edwin S. del Hierro and Atma Kabad of Kirkland & Ellis LLP serving as legal advisors to Bitcoin Depot. Latham & Watkins LLP acted as legal advisor to GSR II Meteora Sponsor LLC. Continental Stock Transfer & Trust Company acted as transfer agent and Morrow & Co., LLC acted as information agent with a service fee of $35,000 to GSR. Ladenburg Thalmann & Co. Inc. acted as financial advisor and fairness opinion provider to GSR with a service fee of $0.7 million including $140,000 paid for fairness opinion. KPMG is Bitcoin Depot’s auditor.

Lux Vending, LLC completed the acquisition of GSR II Meteora Acquisition Corp. (NasdaqGM:GSRM) from a group of shareholders in a reverse merger transaction on June 30, 2023.