GSR II Meteora Acquisition Corp. (NASDAQ: GSRM) (“GSRM”), a special
purpose acquisition company, and Lux Vending LLC dba Bitcoin Depot
Inc. (“Bitcoin Depot” or the “Company”), a U.S.-based Bitcoin ATM
(“BTM”) operator and leading fintech company, today reported
Bitcoin Depot’s preliminary unaudited financial results for the
first quarter ended March 31, 2023. Bitcoin Depot also plans to
post an updated investor presentation to the Company's investor
relations website with recent financial results and company
developments today.
Preliminary First Quarter 2023 Financial
Results
- Total revenue for the first quarter of 2023 is expected to
range between $163 million and $165 million, a 5% to 6% improvement
compared to $155 million in the first quarter of 2022.
- Net Income for the first quarter of 2023 is expected to range
between $5 million and $6 million compared to a loss of $3 million
in the first quarter of 2022.
- Adjusted EBITDA, a non-GAAP measure, for the first quarter of
2023 is expected to range between $13 million and $14 million, a
117% to 133% improvement compared to $6 million in the first
quarter of 2022. For important disclosures about this non-GAAP
measure, see "Non-GAAP Financial Measures" below.
“Bitcoin Depot’s momentum continued in the first quarter of 2023
as we delivered strong results for Adjusted EBITDA, reinforcing our
mission to safely, securely and efficiently bring crypto to the
masses,” said Brandon Mintz, CEO and Founder of Bitcoin Depot. “Our
recent software conversion across our entire BTM fleet to BitAccess
helped enhance our profitability and resulted in strong margins
during the first quarter. We’ve also recently announced multiple
partnerships with convenience store brands and continue to explore
additional opportunities.”
Bitcoin Depot and GSR II Meteora Acquisition Corp.
Business Combination Update
Bitcoin Depot remains on track to complete its previously
announced business combination with GSR II Meteora Acquisition
Corp. (NASDAQ: GSRM) in the second quarter of 2023, subject to
regulatory and stockholder approvals and other customary closing
conditions. Upon closing of the business combination, the combined
company will be named Bitcoin Depot Inc. and trade on the Nasdaq
under the new ticker symbol “BTM.” Assuming no redemptions, the
business combination is anticipated to provide Bitcoin Depot with
up to $170 million of cash proceeds to its balance sheet, net of
debt repayment, proceeds to the Bitcoin Depot founder and
expenses.
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 locations through BDCheckout. The
company has the largest market share in North America with
approximately 6,530 kiosk locations. Learn more
at www.bitcoindepot.com.
On August 24, 2022, Bitcoin Depot and GSR II Meteora Acquisition
Corp. (“GSRM”), a special purpose acquisition corporation, entered
into a definitive agreement for a business combination that would
result in Bitcoin Depot becoming a public company listed on the
Nasdaq under the ticker symbol “BTM.”
About GSR II Meteora Acquisition Corp.
GSR II Meteora Acquisition Corp. (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. GSRM’s
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
stockholders of GSRM 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 services, 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 stockholders; 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 most recent Annual Report on Form
10-K for the year ended December 31, 2022 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
GSRM’s and Bitcoin Depot’s 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 quarter ended March 31, 2023 (which is
presented as a range) and the quarter ended March 31, 2022 (in
millions):
|
2022 Q1 |
|
2023 Q1 Low |
|
2023 Q1 High |
Net Income |
$ |
(3 |
) |
|
$ |
5 |
|
|
$ |
6 |
|
|
|
|
|
|
|
|
Interest |
$ |
3 |
|
|
$ |
3 |
|
|
$ |
3 |
|
Income Tax |
$ |
- |
|
|
$ |
- |
|
|
$ |
- |
|
Depreciation & Amortization |
$ |
5 |
|
|
$ |
3 |
|
|
$ |
3 |
|
Non-Recurring Expenses |
$ |
1 |
|
|
$ |
2 |
|
|
$ |
2 |
|
|
|
|
|
|
|
|
Adjusted EBITDA |
$ |
6 |
|
|
$ |
13 |
|
|
$ |
14 |
|
|
|
|
|
|
|
|
|
|
|
|
|
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
stockholders of GSRM for their consideration. GSRM has filed a
preliminary proxy statement of GSRM with the SEC, copies of which
will be mailed (if and when available) to all GSRM stockholders
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 stockholders as of the record date established for
voting on the proposed business combination. GSRM’s stockholders
and other interested persons are advised to read, once available,
the preliminary proxy statement and any amendments or supplements
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 GSRM’s solicitation of proxies for
its special meeting of stockholders 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. Stockholders 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 stockholders in connection
with the proposed business combination. Information regarding the
persons who may, under SEC rules, be deemed participants in the
solicitation GSRM’s stockholders in connection with the proposed
business combination will be set forth in GSRM’s definitive proxy
statement when it is filed with the SEC. You can find more
information about GSRM’s directors and executive officers in GSRM’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.
Contacts:
Investors Cody Slach, Alex
Kovtun Gateway
Group 949-574-3860 GSRM@gatewayir.com
Media Zach Kadletz, Brenlyn Motlagh, Ryan
Deloney Gateway
Group 949-574-3860 GSRM@gatewayir.com
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