Bitcoin Depot Inc. — Director's Dealing 2023

Jul 6, 2023

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: Bitcoin Depot Inc. (BTM)
CIK: 0001901799
Period of Report: 2023-06-30

Reporting Person: Mintz Brandon Taylor (Director, See Remarks)
Reporting Person: BT Assets, Inc. (10% Owner)

Holdings (Non-Derivative)

Security	Shares	Ownership
Class V Common Stock	44100000	Indirect
Class A Common Stock	500000	Direct

Footnotes

F1: (i) The terms of the Amended and Restated Limited Liability Company Agreement (the "LLCA") of BT HoldCo LLC, a Delaware limited liability company ("BT HoldCo"), provide that, subject to certain restrictions contained therein, (x) BT Assets Inc., a Delaware corporation ("BT Assets"), has certain rights (the "Redemption Rights") to cause BT HoldCo to redeem certain redeemable units of BT HoldCo corresponding to BT Assets' ownership of the issuer's Class V common stock, par value $0.0001 ("Class V Common Stock"), in exchange for an equal number of shares of Class M common stock, par value $0.0001 per share (the "Class M Common Stock"), of the issuer and (y) pursuant to certain changes of control of the issuer, the issuer may cause BT HoldCo to effectuate such exchange of Class V Common Stock for Class M Common Stock; and

F2: (continued from footnote 1) (ii) the terms of the Second Amended and Restated Certificate of Incorporation of the issuer provide that, upon certain transfers of Class M Common Stock, the Class M Common Stock may subsequently be converted, on a one-for-one basis, into shares of Class A common stock, par value $0.0001 per share, of the issuer. The Redemption Rights under the LLCA have no expiration date.

F3: The Reporting Person is the sole member of BT Assets, Inc. and therefore may be deemed to beneficially own the reported securities.