Bitcoin Depot Announces Acquisition of Majority Interests in

ATLANTA, Nov. 02, 2022 (GLOBE NEWSWIRE) — Lux Vending, LLC dba Bitcoin Depot® (“Bitcoin Depot”), a US-based Bitcoin ATM (“BTM”) operator and leading fintech company, today announced the previously completed acquisition of a majority equity interest in Bitaccess Inc. (“Bitaccess”), a leading BTM operating system supplier.

Bitcoin Depot’s stake in Bitaccess has enabled Bitcoin Depot to build out its BDCheckout product and its other software and operational capabilities, expanding its business lines into kiosk management, compliance systems, transaction processing and cash handling.

“Bitaccess’ high-quality and dynamic software infrastructure is a synergistic match for Bitcoin Depot’s goals,” said Brandon Mintz, CEO and founder of Bitcoin Depot. “This acquisition has positioned us to have the flexibility to scale our existing products and create new ones and helped us become even more equipped and agile in the BTM market.”

Founded in 2013, Bitaccess provides operational software to BTM operators in over 15 countries, with expertise in blockchain technology, device integrations, transaction processing and system infrastructure. The company launched its first BTM in Toronto, Canada in January 2014.

Bitaccess’ management team has continued to lead its globally distributed staff, maintained infrastructure while working with the Bitcoin Depot team to drive continued innovation in the BTM sector.

“We are excited about the benefits of this engagement with Bitcoin Depot, as it is a promising development that demonstrates vertical integration in our industry,” said Moe Adham, CEO and founder of Bitaccess. “The BTM sector has matured significantly due to robust consumer demand, and we look forward to becoming part of a leading BTM operator in the space and continuing to support users with access to simple, secure transactions through our platform.”

About Bitcoin Depot

Bitcoin Depot was founded in 2016 with the mission of connecting those who prefer to use cash to the wider digital financial system. Bitcoin Depot provides its users with easy, efficient and intuitive ways to convert cash to cryptocurrency, which users can use in the payment, consumption and investment space. Users can convert cash to cryptocurrencies at Bitcoin Depot’s kiosks and at thousands of branded stores through BDCheckout. The company has the largest market share in North America with approximately 7,000 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 company, a definitive agreement on a business combination that would result in Bitcoin Depot becoming a public company listed on Nasdaq under the ticker symbol “BTM.”

About GSR II Meteora Acquisition Corporation

GSR II Meteora Acquisition Corporation (NASDAQ: GSRM) is a blank check company formed for the purpose of carrying out a merger, capital exchange, acquisition of assets, stock purchase, reorganization or similar business combination with one or more businesses. Our leadership 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 advisor specializing in SPAC-related investments. For further 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 securities or a solicitation of 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 can 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 about historical conditions, 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 calculations and expectations and timing relating to potential benefits, terms and timing of the proposed business combination These statements are based on various assumptions, whether identified in this press release or not, 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 should not be relied upon 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 complete the proposed business combination, including the risk that any necessary regulatory approvals are not obtained, are delayed or are subject to unforeseen circumstances that may 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 has not been obtained; failure to realize the expected benefits of the proposed business combination; risks related to the uncertainty of the projected financial information with respect to Bitcoin Depot; future global, regional or local economic and market conditions; 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 improvements to the Platform; the effects of competition on Bitcoin Depot’s future business; the amount of redemption requests made by GSRM’s public shareholders; GSRM’s or the combined company’s ability to issue equity or equity-related securities in connection with the proposed business combination or in the future; the outcome of any legal proceedings, government and regulatory proceedings, investigations and enquiries; and those factors described or referred to in GSRM’s final 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 GSRM documents which has been filed or shall be filed from time to time with the US Securities and Exchange Commission (“SEC”). If any of these risks materialize or our assumptions prove to be 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 are currently aware of, or that Bitcoin Depot and GSRM currently believe are immaterial, which 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 expect that subsequent events and developments will cause Bitcoin Depot’s and GSRM’s judgments to change. However, while Bitcoin Depot and GSRM may choose to update these forward-looking statements at some point in the future, Bitcoin Depot and GSRM specifically disclaim any obligation to do so unless otherwise required by applicable law. These forward-looking statements should not be relied upon as representing Bitcoin Depot’s and GSRM’s judgments as of any date subsequent to the date of this press release. Accordingly, no reliance should be placed on the forward-looking statements.

Further information about the proposed business combination and where to find it

The proposed business combination will be sent to the shareholders of GSRM for consideration. Copies of the proxy statement (a preliminary filing of which has been filed with the SEC) will be sent (if and when available) to all GSRM stockholders when they are finalized. GSRM also plans to file other documents with the SEC regarding the proposed business combination. GSRM will send copies of the definitive proxy statement and other relevant documents to its stockholders as of the record date set to vote on the proposed business combination. GSRM’s stockholders and other interested persons are urged to read the preliminary proxy statement and any amendments thereto and, when available, the final proxy statement, as well as all other relevant materials filed or to be filed with the SEC in connection with GSRM’s solicitation of proxies for its extraordinary shareholders’ meeting 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 proxy statement and, when available, the final proxy statement, 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, [email protected].

Participants in the call

GSRM, Bitcoin Depot and certain of their respective directors, officers and other members of management and employees may, pursuant to SEC rules, be deemed to be participants in the solicitation of proxies from GSRM’s stockholders in connection with the proposed business combination. Information about the persons who, under SEC rules, may be considered participants in the solicitation of GSRM’s shareholders in connection with the proposed business combination is set forth in the preliminary proxy statement filed with the SEC. You can find more information about GSRM’s directors and executive officers in GSRM’s final 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 final prospectus 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 votes or investment decisions. You can obtain free copies of these documents from the sources listed above.

Contacts:

Investors
Cody Slach, Alex Kovtun
Gateway Group
949-574-3860
[email protected]

Media
Zach Kadletz, Brenlyn Motlagh, Ryan Deloney
Gateway Group
949-574-3860
[email protected]