Operations and Market Presence - As of June 30, 2023, Bitcoin Depot operated approximately 6,350 Bitcoin ATMs (BTMs) across North America, with 5,195 retail locations accepting the BDCheckout product[265] - Bitcoin Depot's kiosks are exclusively deployed in over 1,500 Circle K stores in the U.S. and Canada, enhancing its market presence[268] - The company has an additional 981 BTMs with logistics providers for redeployment, which is anticipated to increase transaction volume and revenue[279] Financial Performance - Revenue for the six months ended June 30, 2023, was $361.1 million, representing a 9.9% year-over-year growth despite a 37% decline in Bitcoin's market price during the same period[269] - Revenue for the three months ended June 30, 2023, was $197.5 million, an increase of $29.6 million or 17.6% compared to the same period in 2022[295] - Revenue for the six months ended June 30, 2023, increased by approximately $38.7 million, or 12.0%, compared to the same period in 2022, driven by kiosk network expansion and increased transaction sizes[312] - Kiosk transaction revenue increased by $30.5 million, or 18.3%, driven by higher average transaction amounts and an expanded user base[299] - Kiosk transaction revenue rose by approximately $42.3 million, or 13.3%, for the six months ended June 30, 2023, primarily due to an increase in the number of kiosks in service and higher user adoption[314] User Engagement and Transactions - The median kiosk transaction size was $200 as of June 30, 2023, consistent with the previous quarter[278] - The average returning user transaction count was 9.2 for the three months ended June 30, 2023, indicating user retention and engagement[278] - Approximately 99.8% of total transaction volume was attributable to Bitcoin transactions, which currently account for 100% of transaction volumes[338] - For the three months ended June 30, 2023, Bitcoin accounted for 99% of total transaction volume, indicating strong reliance on this cryptocurrency[409] Costs and Expenses - Cost of revenue (excluding depreciation and amortization) rose by $18.0 million, or 12.1%, primarily due to increased transaction volume and costs associated with relocating kiosks[301] - Selling, general and administrative expenses surged by $8.9 million, or 123.3%, attributed to higher payroll costs and increased professional services expenses[308] - Operating expenses increased by approximately $12.1 million, or 80.9%, for the six months ended June 30, 2023, largely due to merger-related costs and higher payroll expenses[332] - Cryptocurrency expenses increased by approximately $18.3 million, or 7.0%, for the six months ended June 30, 2023, driven by a greater number of kiosks in service[321] Merger and Corporate Changes - Bitcoin Depot completed a merger on June 30, 2023, changing its name from GSR II Meteora Acquisition Corp. to Bitcoin Depot Inc.[272] - The company recognized an expense of $9.2 million related to the PIPE Financing and merger completion on June 30, 2023[335] Cash Flow and Financing - Cash provided by operating activities increased to approximately $26.6 million for the six months ended June 30, 2023, compared to $11.1 million for the same period in 2022, reflecting revenue growth from the expansion of the BTM network[361] - Cash used in financing activities increased to $36.7 million for the six months ended June 30, 2023, compared to $10.4 million for the same period in 2022, primarily due to higher principal payments on note payable[363] - The company borrowed $20.8 million under the Amended and Restated Credit Agreement, subject to an annual interest rate of 17%[354] - The PIPE Financing represents gross proceeds of up to approximately $50 million, excluding premiums and reimbursements[356] Strategic Initiatives - The company is in discussions with retail partners to expand the BDCheckout offering into additional locations[283] - The company currently supports Bitcoin purchases at only 35 kiosks, representing less than 1.0% of total kiosks as of June 30, 2023[288] - The company expects increased costs and headcount associated with accounting, finance, public reporting, and legal due to being a public company[340] Risks and Challenges - The company faces significant competition in the digital financial system, requiring continuous innovation and competitive pricing to maintain market position[411] - The cost of new kiosks may be significantly impacted by inflation, supply constraints, and labor shortages, potentially leading to higher acquisition costs[410] - The company has not historically hedged foreign currency translation risk, with insignificant impacts from currency fluctuations on consolidated revenues for the three months ended June 30, 2023[406]

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to GSR II Meteora Acquisition Corp. (Exact name of registrant as specified in its charter) (State or other jurisdiction of incorporation) (Commission File Number) Delawa ...

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-41305 GSR II Meteora Acquisition Corp. (Exact Name of Registrant as Specified in Its Charter) Delaware 87-3203989 State or Oth ...