Lux Vending LLC dba Bitcoin Depot® (“Bitcoin Depot” or the
“Company”), a U.S.-based Bitcoin ATM (”BTM”) operator and leading
fintech company, and GSR II Meteora Acquisition Corp. (NASDAQ:
GSRM) (“GSRM”), a special purpose acquisition company, today
announced a definitive agreement for a business combination that
would result in Bitcoin Depot becoming a publicly listed company.
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.”
Since its inception in 2016, Bitcoin Depot's mission has been to
Bring Crypto to the Masses®. Bitcoin Depot’s products and services
provide an intuitive, quick, and convenient process to convert cash
into cryptocurrency, giving users the ability on their own to
access the broader, digital financial system, including payments,
transfers, remittances, online purchases, and investments.
Bitcoin Depot enables users to convert their cash into Bitcoin,
Ethereum and Litecoin at more than 7,000 kiosk locations in 47 U.S.
states and nine Canadian provinces. Through its BDCheckout
offering, users can fund their Bitcoin Depot account with cash at
an additional 8,000+ locations at major retailers. Bitcoin Depot’s
mobile app allows users to locate nearby kiosks and manage their
crypto wallet.
Bitcoin Depot currently offers the following products and
services:
- Bitcoin Depot BTM: Bitcoin
Depot’s BTMs provide a streamlined, intuitive platform to convert
cash to Bitcoin, Ethereum or Litecoin, giving users the ability on
their own to access the broader, digital financial system. Bitcoin
Depot’s streamlined process at each BTM typically takes under two
minutes for new accounts and existing users can typically purchase
cryptocurrency in under a minute.
- BDCheckout™:
Customers can fund their Bitcoin Depot accounts with cash directly
at thousands of checkout counters at major participating retailers
across the US through an existing relationship with a leading
global payments technology company. Once an account is funded, the
user can receive Bitcoin through the Bitcoin Depot mobile app.
Bitcoin Depot Investment Highlights
- Network of More Than 7,000 Kiosks for Converting Cash
to Cryptocurrency, with Convenient, High-Performing
Locations. The physical presence of kiosks in major
participating retailers across North America drives new customer
acquisition through an intuitive process. Bitcoin Depot’s BTMs are
located in zip codes containing over 40 percent of the US
population today, while a pending license application in New York
State represents a large market expansion opportunity.
- Growth Opportunities Through Strong Relationships,
Consolidation of Highly-Fragmented Market and International
Expansion. We believe robust retail relationships, such as
with Circle K, consolidation of a highly-fragmented market, and
international expansion pave the path for future growth. Large
retailers have become increasingly interested in deploying BTMs
because they help attract new customers and increase foot traffic
from existing customers. Through a partnership with a payment
solutions provider, Bitcoin Depot services are currently available
at leading convenience store chains, a leading specialty retailer,
and other leading retailer outlets. Bitcoin Depot can expand with
current relationships as well as enter into new relationships and
markets.
- Attractive Combination of Historical Growth and
Profitability with Demonstrated Track Record of Success.
Since 2016, Bitcoin Depot has demonstrated strong revenue growth
and profitability while expanding its BTM footprint across North
America. The growth in its footprint across North America has
corresponded with the proliferation of cryptocurrency use and
Bitcoin’s position as a dependable network that offers convenient
and fast digital asset transactions. In the last 12 months as of
June 30, 2022 (unaudited), Bitcoin Depot has delivered $623 million
of revenue, $6 million of net income, and $38 million of Adjusted
EBITDA (non-GAAP).
- Transaction Volumes are not Historically Correlated to
Cryptocurrency Prices. Bitcoin Depot’s transaction volumes
are not historically correlated to changes in cryptocurrency
prices. Transaction volume across kiosk cohorts2 since 2017 has
accelerated despite volatility in cryptocurrency prices, which we
believe indicates strong use cases for the digital asset payments
economy.
- Best-In-Class Compliance Standards and
Infrastructure. Bitcoin Depot’s compliance team has over
50 years of combined experience in AML (Anti-Money Laundering), KYC
(Know-Your-Customer), BSA (Bank Secrecy Act), and OFAC (Office of
Foreign Assets Control) compliance. The team has established
robust, multi-layer compliance procedures and takes a proactive
approach to industry requirements, monitoring and reporting, and
working closely with law enforcement as required.
- Entrepreneurial and Visionary Management Team:
Bitcoin Depot is led by an accomplished and experienced senior
management team with significant experience and a strong track
record of driving growth and
profitability.
“Today marks an important milestone for Bitcoin Depot,” said
Brandon Mintz, CEO and Founder of Bitcoin Depot. “We are always
looking to expand our reach so as many people as possible can
access cryptocurrency to control their own money and conduct easier
and simpler financial transactions. Since inception, we’ve expanded
our BTM footprint across North America, signed strategic
relationships with major retailers, and enhanced our services to
provide convenient access to cryptocurrency as we aim to become a
digital asset economy on-ramp destination for users to efficiently
turn cash into crypto. We’re excited about numerous growth
opportunities and believe a public listing enhances our ability to
scale and evolve to achieve our goal of providing a convenient and
secure way to purchase cryptocurrency.”
Gus Garcia, Co-CEO and Director of GSRM, commented, “We are
incredibly excited to partner with Bitcoin Depot to help drive its
progress and support its mission to connect those who prefer to use
cash to the broader, digital financial system. With its significant
BTM footprint, key strategic relationships, and feature-rich mobile
app, we believe Bitcoin Depot is well positioned to take advantage
of the highly fragmented BTM market both domestically and
overseas.”
Lewis Silberman, Co-CEO and Director of GSRM, commented, “We’re
thrilled to announce our business combination with Bitcoin Depot.
With an attractive growth profile, history of profitability, and
exposure to cryptocurrency and digital asset adoption trends, we
believe Bitcoin Depot will make for a compelling public-company
story.”
Transaction Terms & Financing
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 and expenses.
The net proceeds raised from the transaction will consist of up
to $321 million of cash held in GSRM’s trust account and will be
used to support Bitcoin Depot’s working capital, complete
acquisitions and scale its platform and suite of products.
The business combination has been unanimously approved by the
leadership team of Bitcoin Depot and the Board of Directors of GSRM
and is expected to close by the first quarter of 2023, subject to
regulatory and stockholder approvals, and other customary closing
conditions.
For a summary of the material terms of the proposed transaction,
as well as a supplemental investor presentation, please see GSRM’s
Current Report on Form 8-K to be filed with the U.S. Securities and
Exchange Commission (“SEC”). Additional information about the
proposed transaction will be described in GSRM’s proxy statement
relating to the proposed business combination, which it will file
with the SEC.
Advisors
Oppenheimer & Co. Inc. is serving as financial advisor and
Latham & Watkins LLP is serving as legal advisor to GSRM.
Kirkland & Ellis LLP is serving as legal advisor to Bitcoin
Depot.
About Bitcoin Depot
Bitcoin Depot was founded in 2016 with the mission to connect
those who prefer to use cash to the broader, digital financial
system. Bitcoin Depot provides its users with simple, efficient and
intuitive means of converting cash into cryptocurrency, which users
can deploy in the payments, spending and investing space. Users can
convert cash to cryptocurrencies at Bitcoin Depot's kiosks and at
thousands of name-brand retail cash registers through BDCheckout.
The company has a significant market share in North America with
over 7,000 kiosk locations. Learn more
at www.bitcoindepot.com.
About GSR II Meteora Acquisition
Corporation
GSR II Meteora Acquisition Corporation (NASDAQ: GSRM) is blank
check company formed for the purpose of effecting a merger, capital
stock exchange, asset acquisition, stock purchase, reorganization
or similar business combination with one or more businesses. Our
management team is led by co-CEOs Gus Garcia and Lewis Silberman,
President Anantha Ramamurti and CFO Joseph Tonnos. The company was
formed in partnership with Meteora Capital, an investment adviser
specializing in SPAC-related investments. For additional
information, please visit www.gsrmet.com.
Not an Offer
This communication does not constitute an offer to sell or the
solicitation of an offer to buy any securities or a solicitation of
any vote or approval.
Forward-Looking Statements
The information in this press release includes “forward-looking
statements” within the meaning of the “safe harbor” provisions of
the United States Private Securities Litigation Reform Act of 1995.
Forward-looking statements may be identified by the use of words
such as “estimate,” “plan,” “project,” “forecast,” “intend,”
“will,” “expect,” “anticipate,” “believe,” “seek,” “target” or
other similar expressions that predict or indicate future events or
trends or that are not statements of historical matters, although
not all forward-looking statements contain such identifying words.
These forward-looking statements include, but are not limited to,
statements regarding estimates and forecasts of financial and
performance metrics and expectations and timing related to
potential benefits, terms and timing of the proposed business
combination. These statements are based on various assumptions,
whether or not identified in this press release, and on the current
expectations of Bitcoin Depot’s and GSRM’s management and are not
predictions of actual performance. These forward-looking statements
are provided for illustrative purposes only and are not intended to
serve as, and must not be relied on by any investor as, a
guarantee, an assurance, a prediction or a definitive statement of
fact or probability. Actual events and circumstances are difficult
or impossible to predict and will differ from assumptions. Many
actual events and circumstances are beyond the control of Bitcoin
Depot and GSRM. These forward-looking statements are subject to a
number of risks and uncertainties, including changes in domestic
and foreign business, market, financial, political and legal
conditions; the inability of the parties to successfully or timely
consummate the proposed business combination, including the risk
that any required regulatory approvals are not obtained, are
delayed or are subject to unanticipated conditions that could
adversely affect the combined company or the expected benefits of
the proposed business combination or that the approval of the
shareholders of GSRM or Bitcoin Depot is not obtained; failure to
realize the anticipated benefits of the proposed business
combination; risks relating to the uncertainty of the projected
financial information with respect to Bitcoin Depot; future global,
regional or local economic and market conditions; the development,
effects and enforcement of laws and regulations; Bitcoin Depot’s
ability to manage future growth; Bitcoin Depot’s ability to develop
new products and solutions, bring them to market in a timely
manner, and make enhancements to its platform; the effects of
competition on Bitcoin Depot’s future business; the amount of
redemption requests made by GSRM’s public shareholders; the ability
of GSRM or the combined company to issue equity or equity-linked
securities in connection with the proposed business combination or
in the future; the outcome of any potential litigation, government
and regulatory proceedings, investigations and inquiries; and those
factors described or referenced in GSRM’s final initial public
offering prospectus dated February 24, 2022 and its most recent
Quarterly Report on Form 10-Q for the quarter ended June 30, 2022,
in each case, under the heading “Risk Factors,” and other documents
of GSRM filed, or to be filed, from time to time with the SEC. If
any of these risks materialize or our assumptions prove incorrect,
actual results could differ materially from the results implied by
these forward-looking statements. There may be additional risks
that neither Bitcoin Depot nor GSRM presently know or that Bitcoin
Depot and GSRM currently believe are immaterial that could also
cause actual results to differ from those contained in the
forward-looking statements. In addition, forward-looking statements
reflect Bitcoin Depot’s and GSRM’s expectations, plans or forecasts
of future events and views as of the date of this press release.
Bitcoin Depot and GSRM anticipate that subsequent events and
developments will cause Bitcoin Depot’s and GSRM’s assessments to
change. However, while Bitcoin Depot and GSRM may elect to update
these forward-looking statements at some point in the future,
Bitcoin Depot and GSRM specifically disclaim any obligation to do
so except as otherwise required by applicable law. These
forward-looking statements should not be relied upon as
representing Bitcoin Depot’s and GSRM’s assessments as of any date
subsequent to the date of this press release. Accordingly, undue
reliance should not be placed upon the forward-looking
statements.
Non-GAAP Financial Measures
This press release includes Adjusted EBITDA, a non-GAAP measure,
which is not prepared in accordance with accounting principles
generally accepted in the United States (“GAAP”) and which may be
different from non-GAAP measures used by other companies. Adjusted
EBITDA should not be considered in isolation from, or as an
alternative to, financial measures prepared in accordance with
GAAP. The following table sets forth a reconciliation of Adjusted
EBITDA to net income for the periods presented:
($ millions) |
|
|
|
|
Last Twelve
Months |
|
|
|
|
|
|
|
as of June 30,
2022 |
|
|
|
|
|
|
|
|
|
Net Income |
|
|
|
|
|
$6 |
|
Interest Expenses |
|
|
|
|
|
|
11 |
|
Tax Expenses |
|
|
|
|
|
|
(0 |
) |
Depreciation & Amortization |
|
|
|
|
|
18 |
|
Non-Recurring Expenses |
|
|
|
|
|
2 |
|
Stock Based Compensation |
|
|
|
|
|
1 |
|
Adjusted EBITDA |
|
|
|
|
|
$38 |
|
|
|
|
|
|
|
|
|
Note: Figures in the table above are unaudited
Additional Information About the Proposed Business
Combination and Where to Find It
The proposed business combination will be submitted to
shareholders of GSRM for their consideration. GSRM intends to file
a preliminary proxy statement of GSRM with the SEC, copies of which
will be mailed (if and when available) to all GSRM shareholders
once definitive. GSRM also plans to file other documents with the
SEC regarding the proposed business combination. GSRM will mail
copies of the definitive proxy statement and other relevant
documents to its shareholders as of the record date established for
voting on the proposed business combination. GSRM’s shareholders
and other interested persons are advised to read, once available,
the preliminary proxy statement and any amendments thereto and,
once available, the definitive proxy statement, as well as all
other relevant materials filled or that will be filed with the SEC,
in connection with GSRM’s solicitation of proxies for its special
meeting of shareholders to be held to approve, among other things,
the proposed business combination, because these documents will
contain important information about GSRM, Bitcoin Depot and the
proposed business combination. Shareholders may also obtain a copy
of the preliminary or definitive proxy statement, once available,
as well as other documents filed with the SEC regarding the
proposed business combination and other documents filed with the
SEC by GSRM, without charge, at the SEC’s website located at
www.sec.gov or by directing a request to Cody Slach or Alex
Kovtun, (949) 574-3860, GSRM@gatewayir.com.
Participants in the Solicitation
GSRM, Bitcoin Depot and certain of their respective directors,
executive officers and other members of management and employees
may, under SEC rules, be deemed to be participants in the
solicitations of proxies from GSRM’s shareholders in connection
with the proposed business combination. Information regarding the
persons who may, under SEC rules, be deemed participants in the
solicitation GSRM’s shareholders in connection with the proposed
business combination will be set forth in GSRM’s proxy statement
when it is filed with the SEC. You can find more information about
GSRM’s directors and executive officers in GSRM’s final initial
public offering prospectus dated February 24, 2022 and filed with
the SEC on February 28, 2022. Additional information regarding the
participants in the proxy solicitation and a description of their
direct and indirect interests will be included in the proxy
statement and other relevant materials to be filed with the SEC
when they become available. Shareholders, potential investors and
other interested persons should read the proxy statement carefully
when it becomes available before making any voting or investment
decisions. You may obtain free copies of these documents from the
sources indicated above.
Contacts:
InvestorsCody Slach, Alex KovtunGateway
Group949-574-3860GSRM@gatewayir.com
MediaZach Kadletz, Brenlyn Motlagh, Ryan
DeloneyGateway Group949-574-3860GSRM@gatewayir.com
1 LTM: Last 12 months as of June 30, 20222 “Cohorts” refers to
the group of kiosks deployed in any given year.
A photo accompanying this announcement is available at
https://www.globenewswire.com/NewsRoom/AttachmentNg/a914685b-9b95-467a-be75-6c8317b33fb6
Grafico Azioni GSR II Meteora Acquisition (NASDAQ:GSRM)
Storico
Da Nov 2024 a Dic 2024
Grafico Azioni GSR II Meteora Acquisition (NASDAQ:GSRM)
Storico
Da Dic 2023 a Dic 2024