United States securities and exchange commission logo





                               July 31, 2023

       Brandon Mintz
       Chief Executive Officer
       Bitcoin Depot Inc.
       3343 Peachtree Road NE
       Suite 750
       Atlanta, GA 30326

                                                        Re: Bitcoin Depot Inc.
                                                            Registration
Statement on Form S-1
                                                            Filed July 17, 2023
                                                            File No. 333-273287

       Dear Brandon Mintz:

              We have limited our review of your registration statement to
those issues we have
       addressed in our comments. In some of our comments, we may ask you to
provide us with
       information so we may better understand your disclosure.

              Please respond to this letter by amending your registration
statement and providing the
       requested information. If you do not believe our comments apply to your
facts and
       circumstances or do not believe an amendment is appropriate, please tell
us why in your
       response.

              After reviewing any amendment to your registration statement and
the information you
       provide in response to these comments, we may have additional comments.

       Form S-1 filed July 17, 2023

       General

   1.                                                   We note your disclosure
that the shares of Class A common stock being offered for
                                                        resale by the selling
securityholders represent approximately 56.0% of shares of Class A
                                                        common stock
outstanding of the Company as of July 17, 2023. Please revise your
                                                        prospectus to disclose:
                                                            The price that each
selling securityholder paid for the shares and warrants being
                                                             registered for
resale.
                                                            Any differences in
the current trading price, the prices that the Sponsor, private
                                                             placement
investors, PIPE subscribers, and other selling securityholders acquired
                                                             their shares and
warrants, and the price that the public securityholders acquired their
 Brandon Mintz
Bitcoin Depot Inc.
July 31, 2023
Page 2
              shares and warrants.
                While the Sponsor, private placement investors, PIPE
subscribers, and other selling
              securityholders may experience a positive rate of return based on
the current trading
              price, the public securityholders may not experience a similar
rate of return on the
              securities they purchased due to differences in the purchase
prices and the current
              trading price.
                The potential profit the selling securityholders will earn
based on the current trading
              price.
                The number of shares of Class A common stock that were redeemed
in connection
              with your business combination.
                Appropriate risk factor disclosure.
Cover Page

2.       For each of the shares and warrants being registered for resale,
please disclose the prices
         that the selling securityholders paid for such shares and warrants.
Risk Factors, page 10

3.       We note your disclosure on the cover page that even if the trading
price of your Class A
         common stock is significantly below the offering price of $10.00 per
share, certain selling
         securityholders may still have an incentive to sell shares of Class A
common stock,
         because they purchased the shares at prices lower than the public
investors or the current
         trading price of your Class A common stock. Please include an
additional risk factor
         highlighting the negative pressure potential sales of shares pursuant
to this registration
         statement could have on the public trading price of the Class A common
stock. To
         illustrate this risk, disclose the purchase prices of the securities
being registered for resale
         and the percentage that these shares currently represent of the total
number of shares
         outstanding.
Risks Related to our Management and Employees
Our management team has limited experience managing a public company, page 41

4.       Please reconcile your disclosure here that your management team has
limited experience
         managing a publicly traded company, with your disclosure on page 90
that you are led by
         an experienced management team.
Risks Related to Ownership of Our Securities
The  marketLastNameBrandon
FirstName   price of our Class A common stock may be volatile, page 50
                               Mintz
Comapany
5.     PleaseNameBitcoin    Depot
               revise this risk    Inc.to provide quantitative information
regarding the volatility of
                                factor
July 31,the price
          2023    of your
                Page 2 Class A common stock.
FirstName LastName
 Brandon Mintz
FirstName  LastNameBrandon Mintz
Bitcoin Depot Inc.
Comapany
July       NameBitcoin Depot Inc.
     31, 2023
July 31,
Page  3 2023 Page 3
FirstName LastName
Use of Proceeds, page 64

6.       We note the reported sales price of your Class A common stock on July
14, 2023 was
         $3.41 per share, and your statements that given the exercise price of
$11.50 per warrant,
         holders of your public warrants and private placement warrants will be
unlikely to
         exercise their warrants and that it is possible that you may never
generate any cash
         proceeds from the exercise of your warrants. As applicable, please
describe here and on
         the cover page the impact on your liquidity and update throughout your
discussion on the
         ability of your company to fund your operations on a prospective basis
with your current
         cash on hand.
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Liquidity and Capital Resources, page 116

7.       In light of the unlikelihood that the company will receive significant
proceeds from
         exercises of the warrants because of the disparity between the
exercise price of the
         warrants and the current trading price of the Class A common stock,
expand your
         discussion of capital resources to address any changes in the company
 s liquidity position
         since the business combination. If the company is likely to have to
seek additional capital,
         discuss the effect of this offering on the company   s ability to
raise additional capital.
Sources of Liquidity
PIPE Financing, page 117

8.       We note that the amount of PIPE financing proceeds to be released to
you or retained by
         the PIPE subscribers are subject to certain conditions in the PIPE
Agreement being
         satisfied and highly dependent on the value of the Class A common
stock, and that the
         company has potential payment obligations under the PIPE Agreement.
Please revise to
         discuss the risks that this agreement may pose to other holders if you
do not receive the
         PIPE financing proceeds or have payment obligations as described
therein. For example,
         discuss how such outcomes would impact the cash you have available for
other purposes
         and to execute your business strategy.
 Brandon Mintz
FirstName  LastNameBrandon Mintz
Bitcoin Depot Inc.
Comapany
July       NameBitcoin Depot Inc.
     31, 2023
July 31,
Page  4 2023 Page 4
FirstName LastName
        We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.

       Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.

      You may contact Lulu Cheng at 202-551-3811 or Sonia Bednarowski at
202-551-
3666 with any questions.



                                                           Sincerely,

                                                           Division of
Corporation Finance
                                                           Office of Crypto
Assets
cc:      Matthew Pacey