Item 1.01 Entry into a Material Definitive Agreement.
Fourth Amendment to the Transaction Agreement
On June 7, 2023, GSR II Meteora Acquisition Corp. (the "Company"), GSR II
Meteora Sponsor LLC (the "Sponsor"), Lux Vending, LLC dba Bitcoin Depot ("BT
OpCo"), BT Assets, Inc. ("BT Assets") BT HoldCo LLC, a Delaware limited
liability company and wholly owned subsidiary of BT Assets ("BT HoldCo" and
collectively with BT OpCo and BT Assets, the "BT Entities"), entered into a
Fourth Amendment (the "Fourth Amendment") to that certain Transaction Agreement,
dated August 24, 2022 (as it may be amended, supplemented or otherwise modified
from time to time, the "Transaction Agreement"), by and among the Company, the
Sponsor, BT OpCo and BT Assets. The transactions contemplated by the Transaction
Agreement as described below are hereinafter referred to as the "Business
Combination" and the closing date of the Business Combination is hereinafter
referred to as the "Closing." All of the terms used but not defined herein have
the meanings ascribed to such terms in the Transaction Agreement.
Pursuant to the Fourth Amendment, among other things,(i) BT HoldCo was joined as
a party to the Transaction Agreement, (ii) the parties agreed that prior to the
Closing, BT Assets and PubCo will effect the Pre-Closing Restructuring, and
(iii) the parties agreed that prior to or upon the Closing, (a) Sponsor will
exchange all of its shares of Class B common stock for certain newly issued
shares of (x) PubCo Class A common stock and, subject to the terms of conversion
or forfeiture and cancellation set forth in the Sponsor Support Agreement and
(y) PubCo Class E common stock, and BT HoldCo will issue to PubCo an equal
number of BT HoldCo Earnout Units corresponding to the class of PubCo Class E
common stock issued by PubCo to Sponsor, (b) BT Assets will sell, transfer and
assign to PubCo, and PubCo will purchase and accept from BT Assets certain BT
HoldCo Common Units in consideration for the Over the Top Consideration; (c) (A)
PubCo will assign, transfer and contribute to BT HoldCo the Contribution Amount,
(B) BT HoldCo will subsequently assign, transfer and contribute to BT OpCo the
Contribution Amount, and (C) BT HoldCo will, in consideration therefor, issue
and deliver to PubCo certain (i) BT HoldCo Common Units, and, at the Closing and
immediately following the effectiveness of the BT HoldCo Amended and Restated
Limited Liability Company Agreement, (ii) the BT HoldCo Matching Warrants and
(iii) certain of the BT HoldCo Earnout Units; (d) the PubCo Available Cash will
be paid to BT Assets, contributed to BT HoldCo, and subsequently contributed to
BT OpCo in accordance with the Cash Distribution Waterfall set forth in the
Transaction Agreement; (e) immediately following the Delaware Secretary of
State's acceptance of the PubCo Amended and Restated Charter, PubCo will issue
44,100,000 shares of PubCo Class V common stock to BT Assets in exchange for the
payment to PubCo by BT Assets of $4,410.00; (f) at the Closing, each Phantom
Equity Award that is outstanding as of immediately prior to the Closing will,
subject to and conditioned upon the Phantom Equity Holder's execution and
delivery to BT OpCo and PubCo of a Phantom Equity Award Termination Agreement,
be converted into the right to receive (A) a cash payment in an amount equal to
the Phantom Equity Cash Consideration, and/or (B) such number of shares of PubCo
Class A common stock equal to the Phantom Equity Non-Cash Consideration;
provided, that the Aggregate Phantom Equity Consideration (whether paid in cash
or equity) payable to the Phantom Equity Holders must not exceed $2,000,000;
provided, further, that BT Assets may elect, in its sole discretion, to cause
the BT Entities to delay payment of the Aggregate Phantom Equity Consideration
to the extent permitted under the Phantom Equity Plan; and (g) at the Closing,
PubCo will issue to Brandon Mintz/Founder 500,000 shares of PubCo Class A common
stock under the Incentive Equity Plan, subject to any required withholding for
applicable taxes. All other terms of the Transaction Agreement remain unmodified
and in full force and effect.
The foregoing description of the Fourth Amendment is subject to and qualified in
its entirety by reference to the full text of the Fourth Amendment, a copy of
which is included as Exhibit 2.1 hereto, and the terms of which are incorporated
by reference.
Sponsor Support Agreement
On June 7, 2023, the Company, the Sponsor and BT Assets entered into a First
Amendment (the "First Amendment") to that certain Sponsor Support Agreement,
dated August 24, 2022 (as it may be amended, supplemented or otherwise modified
from time to time, the "Sponsor Support Agreement"), by and among the Company,
the Sponsor and BT Assets. The transaction contemplated by the Sponsor Support
Agreement as described below are hereinafter referred to as the "Sponsor
Transaction". All of the terms used but not defined herein shall have the
meanings ascribed to such terms in the Sponsor Support Agreement.
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Under the terms of the First Amendment and in connection with (x) the issuance
of additional shares of PubCo Class A common stock, in the aggregate, (a) to
persons entering into written agreements with PubCo or the Company to provide
additional equity, equity financing or debt financing or to agree to not redeem
any PubCo common stock beneficially owned by such person or its affiliates in
connection with the transactions contemplated by the Transaction Agreement, and
(b) as part of the equity portion of the consideration for the purchase or
cancellation of all of the outstanding capital stock of BitAccess, Inc., an
indirect subsidiary of the Company (the "BitAccess Payment", and clauses (a) and
(b), collectively, the "Incentive Issuances"), and (y) the payment of cash under
the terms of the non-redemption agreements entered into with the Company
stockholders, Sponsor will forfeit up to 1,580,000 shares of PubCo Class B
common stock. An amount of shares of PubCo Class B common stock held by Sponsor
equal to 1,580,000 less such forfeited shares will be converted, on a
one-for-one basis, into shares of PubCo Class E common stock, which are subject
to (x) conversion to PubCo Class A common stock or (y) forfeiture and
cancellation subject to pricing milestones for PubCo Class A common stock in
accordance with the Sponsor Support Agreement.
Under the terms of the First Amendment, prior to Closing, the Minimum Condition
PubCo Available Cash (as defined in the Transaction Agreement) shall be equal to
at least $8,000,000, and, in the event the Minimum Condition PubCo Available
Cash at the Closing is less than $16,000,000 (the "Net Proceeds Threshold"), for
each dollar that the Minimum Condition PubCo Available Cash amount is below the
Net Proceeds Threshold, one-tenth of a share of PubCo Class B common stock will
be converted at the Closing, on a one-for-one basis, into one-tenth of a share
of PubCo Class E common stock. Such shares of Class E common stock are subject
to (x) conversion to PubCo Class A common stock or (y) forfeiture and
cancellation subject to pricing milestones for PubCo Class A common stock as set
forth in accordance with the Sponsor Support Agreement.
The foregoing description of the First Amendment is subject to and qualified in
its entirety by reference to the full text of the First Amendment, a copy of
which is included as Exhibit 10.1 hereto, and the terms of which are
incorporated by reference.
Amended and Restated Limited Liability Company Agreement of BT OpCo
At the Closing, the Company, BT HoldCo, BT OpCo and BT Assets will enter into an
Amended and Restated Limited Liability Company Agreement of BT HoldCo (the "A&R
LLC Agreement") setting forth the rights and obligations of the members of BT
HoldCo, and pursuant to which, among other things, BT HoldCo will initially be
controlled by Brandon Mintz, as manager. In addition, the A&R LLC Agreement
contains customary provisions for operating partnerships held by a public
company, including providing for PubCo to maintain a one-to-one ratio between
its outstanding PubCo Class A common stock and the number of Common Units held
by PubCo.
The foregoing description of the A&R LLC Agreement does not purport to be
complete and is qualified in its entirety by the terms and conditions of the
form of A&R LLC Agreement filed as Exhibit 10.2 hereto and incorporated by
reference herein.
Registration Rights Agreement
At the Closing, Sponsor and BT Assets, among others (collectively, the
"Holders"), and the Company will amend and restate the Registration Rights
Agreement, dated as of February 24, 2022, by and between the Company and Sponsor
(as amended and restated, the "Registration Rights Agreement"), pursuant to
which, among other things, PubCo will agree to use commercially reasonable
efforts to file a registration statement for a shelf registration on Form S-1 or
Form S-3 within 45 days following Closing and the Holders will be granted
certain customary registration rights with respect to the securities of PubCo.
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The foregoing description of the Registration Rights Agreement does not purport
to be complete and is qualified in its entirety by the terms and conditions of
the form of Registration Rights Agreement, a copy of which is filed as Exhibit
10.3 hereto and incorporated by reference herein.
Tax Receivable Agreement
At the Closing, the Company, BT HoldCo and BT Assets will enter into a Tax
Receivable Agreement (the "Tax Receivable Agreement"). Pursuant to the Tax
Receivable Agreement, the Company will generally be required to pay BT Assets
85% of the amount of savings, if any, in U.S. federal, state, local, and foreign
income taxes that the Company realizes, or is deemed to realize, as a result of
certain tax attributes, including:
• existing tax basis in certain assets of BT HoldCo and BT OpCo, including
assets that will eventually be subject to depreciation or amortization,
once placed in service, attributable to BT HoldCo Common Units acquired
by the Company at the Closing and thereafter in accordance with the terms
of the A&R LLC Agreement (as defined above);
• tax basis adjustments resulting from the Company's acquisition of BT
HoldCo Common Units from BT Assets at the Closing and thereafter pursuant
to the terms of the A&R LLC Agreement (including any such adjustments
resulting from certain payments made by the Company under the Tax
Receivable Agreement);
• disproportionate tax-related allocations made to the Company as a result
of Section 704(c) of the U.S. Internal Revenue Code of 1986, as amended;
and
• tax deductions in respect of interest payments deemed to be made by the
Company in connection with the Tax Receivable Agreement.
The foregoing description of the Tax Receivable Agreement does not purport to be
complete and is qualified in its entirety by the terms and conditions of the
form of Tax Receivable Agreement filed as Exhibit 10.3 hereto and incorporated
by reference herein.
Additional Information
Important Information About the Business Combination and Where to Find It
The Business Combination will be submitted to the stockholders of the Company
for their consideration. The Company has filed a preliminary proxy statement of
the Company with the Securities and Exchange Commission (the "SEC"), copies of
which will be mailed (if and when available) to all Company stockholders once
definitive. The Company also plans to file other documents with the SEC
regarding the Business Combination. The Company will mail copies of the
definitive proxy statement and other relevant documents to its stockholders as
of the record date established for voting on the Business Combination. The
Company's stockholders and other interested persons are advised to read the
preliminary proxy statement and any amendments thereto and, once available, the
definitive proxy statement, as well as all other relevant materials filed or
that will be filed with the SEC, in connection with the Company's solicitation
of proxies for its special meeting of stockholders to be held to approve, among
other things, the proposed Business Combination, because these documents will
contain important information about the Company, BT HoldCo, BT OpCo, BT Assets,
Inc. and the proposed Business Combination. Stockholders may also obtain a copy
of the preliminary proxy statement or, when available, the definitive proxy
statement, as well as other documents filed with the SEC regarding the Business
Combination and other documents filed with the SEC by the Company, 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.
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Participants in the Solicitation
The Company, BT HoldCo, BT OpCo, BT Assets and certain of their respective
directors, executive officers and other members of management and employees,
under SEC rules, may be deemed to be participants in the solicitation of proxies
of the Company's stockholders in connection with the Business Combination.
Information regarding the persons who may, under SEC rules, be deemed
participants in the solicitation of the Company's stockholders in connection
with the Business Combination is set forth in the Company's preliminary proxy
statement that has been filed with the SEC. Investors and security holders may
obtain more detailed information regarding the names of the Company's directors
and executive officers in the Company's most recent Annual Report on Form 10-K
for the year ended December 31, 2022. Additional information regarding the
participants in the proxy solicitation and a description of their direct and
indirect interests will be included in the definitive proxy statement and other
relevant materials filed with the SEC when they become available. Stockholders,
potential investors and other interested persons should read the definitive
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.
Forward-Looking Statements
The information included herein and in any oral statements made in connection
herewith include "forward-looking statements" within the meaning of the "safe
. . .
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit
Number Description
2.1* Fourth Amendment to the Transaction Agreement, dated June 7, 2023,
by and among GSR II Meteora Acquisition Corp., GSR II Meteora Sponsor
LLC, BT HoldCo LLC, BT Assets, Inc., and Lux Vending, LLC
10.1 First Amendment to the Sponsor Support Agreement, dated June 7,
2023, by and among GSR II Meteora Acquisition Corp., GSR II Meteora
Sponsor LLC and BT Assets, Inc.
10.2 Form of A&R LLC Agreement
10.3 Form of Amended and Restated Registration Rights Agreement
10.4 Form of Tax Receivable Agreement
104 Cover Page Interactive Data File (embedded with the Inline XBRL
document)
* Certain of the exhibits and schedules to this Exhibit have been omitted in
accordance with Regulation S-K Item 601(a)(5). The Registrant agrees to furnish
a copy of all omitted exhibits and schedules to the SEC upon its request.
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