Bitcoin Depot Inc. appointed new CEO

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

The information set forth above in the sections titled "Directors and Executive Officers," "Executive Compensation," "Certain Relationships and Related Person Transactions, Controlled Company Exception and Director Independence" and "Indemnification of Directors and Officers" is incorporated herein by reference.

Further, in connection with the Business Combination, effective as of the Closing, Gus Garcia resigned from his positions as GSR's Co-Chief Executive Officer and Director, Lewis Silberman resigned from his positions as GSR's Co-Chief Executive Officer and Director, Joseph Tonnos resigned from his position as GSR's Chief Financial Officer and Director, Anantha Ramamurti resigned from his positions as President and Director, and each of Eve Mongiardo, Baris Guzel, David Lorber and Michael Moe resigned from their positions as directors of GSR.

2023 Plan 

At the Special Meeting, the stockholders of GSR approved the 2023 Plan which became effective upon the Closing. The material terms of the 2023 Plan are described in the Proxy Statement in the section titled "Proposal No. 5-The Incentive Equity Plan Proposal" beginning on page 197 thereof and are incorporated


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herein by reference. A copy of the full text of the 2023 Plan is filed as Exhibit 10.8 to this Report and is incorporated herein by reference. Following the consummation of the Business Combination, the Company expects that the Board will make grants of awards under the 2023 Plan to eligible participants.