Bitcoin Depot Company Overview
Transaction Overview
Key Transaction Terms
Transaction will result in approximately $170 million of cash (assuming 0%
redemption) added to Bitcoin Depot's balance sheet to go toward funding its
business plan.
Earn-out of 15 million shares outstanding at close issued to existing Bitcoin
Depot shareholders vested equally at pro forma share prices of $12, $14, and
$16.
The stock consideration to be issued to the existing Bitcoin Depot
shareholders shall be a separate class that will have ten votes per share.
$15mm minimum for secondary and potentially higher depending on various
waterfalls relating to paydown of debt and retention of cash by Bitcoin
Depot.
Illustrative Post-Transaction Ownership (1)
Illustrative Pro Forma Valuation
Redemption Price
Redemption Scenarios
(3)
(2)
0%
80%
$10.15
87.2
$10.15
61.9
$885
$628
40
40
(169)
(17)
$756
$652
Pro Forma Shares Outstanding (mm)
Pro Forma Equity Value
(+) Existing Net Debt (4)
(-) New Cash to Balance Sheet
Pro Forma Enterprise Value
Illustrative Sources and Uses
Sources
GSRM Cash in Trust
$321
$64
Bitcoin Depot Equity Rollover
448
448
Total Sources
$769
$512
0% Redemption
7%
80% Redemption (2)
19%
42%
51%
10%
Uses
Bitcoin Depot Equity Rollover
$448
$448
Cash to Equityholders
128
27
Bitcoin Depot Shareholders
GSRM Public Shareholders
GSRM Sponsor
Cash to Balance Sheet
(5)
Fees & Expenses
Total Uses
169
17
24
20
$769
$512
71%
(1) Excluding earn-out of the existing Bitcoin Depot shareholders and deferred founder shares. GSRM Public Shareholders include GSRM rights and potential additional issuances to equity holders. Does not reflect the impact from potential
dilution from GSRM public warrants and Sponsor warrants.
(2) Redemption scenarios are illustrative and subject to minimum cash and other closing conditions.
(3) Pro Forma valuation at $10.15 per share.
(4) Estimated balance as of FY2022.
(5) Fees and expenses are preliminary and subject to confirmation. (Applied a mid-point of estimated range of $19 to $28) Estimated figures include outstanding debt that need to be paid off in connection with the consummation of this
transaction and BitAccess Contribution amount. For larger redemption scenario, a portion of the fees will be paid in GSRM common stock rather than in cash.
BITCOIN DEPOT
34View entire presentation