0000899243-23-017028.txt : 20230705 0000899243-23-017028.hdr.sgml : 20230705 20230705213950 ACCESSION NUMBER: 0000899243-23-017028 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20230630 FILED AS OF DATE: 20230705 DATE AS OF CHANGE: 20230705 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Mintz Brandon Taylor CENTRAL INDEX KEY: 0001952409 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-41305 FILM NUMBER: 231071917 MAIL ADDRESS: STREET 1: 2870 PEACHTREE RD #327 CITY: ATLANTA STATE: GA ZIP: 30305 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BT Assets, Inc. CENTRAL INDEX KEY: 0001952440 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-41305 FILM NUMBER: 231071916 BUSINESS ADDRESS: STREET 1: 2870 PEACHTREE RD #327 CITY: ATLANTA STATE: GA ZIP: 30305 BUSINESS PHONE: 678-435-9604 MAIL ADDRESS: STREET 1: 2870 PEACHTREE RD #327 CITY: ATLANTA STATE: GA ZIP: 30305 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Bitcoin Depot Inc. CENTRAL INDEX KEY: 0001901799 STANDARD INDUSTRIAL CLASSIFICATION: FINANCE SERVICES [6199] IRS NUMBER: 873203989 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 3343 PEACHTREE ROAD NE STREET 2: SUITE 750 CITY: ATLANTA STATE: GA ZIP: 30326 BUSINESS PHONE: 678-435-9604 MAIL ADDRESS: STREET 1: 2870 PEACHTREE ROAD STREET 2: #327 CITY: ATLANTA STATE: GA ZIP: 30305 FORMER COMPANY: FORMER CONFORMED NAME: GSR II Meteora Acquisition Corp. DATE OF NAME CHANGE: 20220124 FORMER COMPANY: FORMER CONFORMED NAME: GLA II Meteora Acquisition Corp. DATE OF NAME CHANGE: 20211228 3 1 doc3.xml FORM 3 SUBMISSION X0206 3 2023-06-30 0 0001901799 Bitcoin Depot Inc. BTM 0001952409 Mintz Brandon Taylor C/O BITCOIN DEPOT INC., 3343 PEACHTREE ROAD NE, SUITE 750 ATLANTA GA 30326 1 1 0 0 See Remarks 0001952440 BT Assets, Inc. C/O BITCOIN DEPOT INC., 3343 PEACHTREE ROAD NE, SUITE 750 ATLANTA GA 30326 0 0 1 0 Class V Common Stock 44100000 I By BT Assets, Inc. Class A Common Stock 500000 D (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 (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. The Reporting Person is the sole member of BT Assets, Inc. and therefore may be deemed to beneficially own the reported securities. PRESIDENT, CHIEF EXECUTIVE OFFICER, AND CHAIRMAN Exhibit List - Exhibit 24.1 - Power of Attorney - B. Mintz Exhibit 24.2 - Power of Attorney - BT Assets /s/ Christopher Scott Buchanan by Power of Attorney 2023-07-05 BT Assets, Inc., /s/ Brandon Mintz, Managing Member 2023-07-05 EX-24.1 2 attachment1.htm EX-24.1 DOCUMENT
                                POWER OF ATTORNEY
                  FOR SECTION 13 AND 16 REPORTING OBLIGATIONS

                                 May 30, 2023

        KNOW ALL BY THESE PRESENTS, that the undersigned hereby makes,
constitutes and appoints Christopher Scott Buchanan, Glen S. Leibowitz and
Felicity Lewis, signing singly, as the undersigned's true and lawful attorneys-
in-fact, with full power and authority as hereinafter described on behalf of
and in the name, place and stead of the undersigned to:

        (i)     execute for and on behalf of the undersigned, in the
                undersigned's capacity as a director, officer or beneficial
                owner of shares of common stock of Bitcoin Depot, Inc., a
                Delaware corporation (formerly known as GSR II Meteora
                Acquisition Corp.) (the "Company"), any Schedule 13D or
                Schedule 13G, and any amendments, supplements or exhibits
                thereto (including any joint filing agreements) required to be
                filed by the undersigned under Section 13 of the Securities
                Exchange Act of 1934, as amended (the "Exchange Act"), and the
                rules and regulations promulgated thereunder, and any Forms 3,
                4 and 5 and any amendments, supplements or exhibits thereto
                required to be filed by the undersigned under Section 16(a) of
                the Exchange Act;

        (ii)    do and perform any and all acts for and on behalf of the
                undersigned which may be necessary or desirable to complete and
                execute any such Schedule 13D, Schedule 13G, Form 3, 4, or 5
                and timely file such forms with the United States Securities
                and Exchange Commission and any stock exchange on which the
                common stock of the Company is then listed; and

        (iii)   take any other action of any type whatsoever in connection with
                the foregoing which, in the opinion of such attorneys-in-fact,
                may be of benefit to, in the best interest of, or legally
                required by, the undersigned, it being understood that the
                documents executed by such attorneys-in-fact on behalf of the
                undersigned pursuant to this Power of Attorney shall be in such
                form and shall contain such terms and conditions as such
                attorneys-in-fact may approve in such attorneys-in-fact's
                discretion.

        The undersigned hereby grants to such attorneys-in-fact full power and
authority to do and perform any and every act and thing whatsoever requisite,
necessary or proper to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as the undersigned might
or could do if personally present, with full power of substitution or
revocation, hereby ratifying and confirming all that such attorneys-in-fact's
substitute or substitutes, shall lawfully do or cause to be done by virtue of
this Power of Attorney and the rights and powers herein granted. The
undersigned acknowledges that the foregoing attorneys-in-fact, in serving in
such capacity at the request of the undersigned, are not assuming, nor is the
Company assuming, any of the undersigned's responsibilities to comply with
Section 13 and Section 16 of the Exchange Act.

        This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file reports or schedules under Section 13
or Section 16 of the Exchange Act with respect to the undersigned's holdings of
and transactions in securities issued by the Company, unless earlier revoked by
the undersigned in a signed writing delivered to the foregoing attorneys-in-
fact.

                           [signature page to follow]

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed as of the date first written above.

                        By: /s/ Brandon Taylor Mintz
                            -------------------------------
                        Name: Brandon Taylor Mintz
                        Title: President, Chief Executive Officer and Director
EX-24.2 3 attachment2.htm EX-24.2 DOCUMENT
                               POWER OF ATTORNEY
                  FOR SECTION 13 AND 16 REPORTING OBLIGATIONS

                                 June 30, 2023

 KNOW ALL BY THESE PRESENTS, that the undersigned hereby makes, constitutes
and appoints each of Glen S. Leibowitz, Christopher Scott Buchanan and Felicity
Lewis signing singly, as the undersigned's true and lawful attorney-in-fact,
with full power and authority as hereinafter described on behalf of and in the
name, place and stead of the undersigned to:

 (i)    execute for and on behalf of the undersigned, in the undersigned's
        capacity as a director, officer or beneficial owner of shares of common
        stock of Bitcoin Depot, Inc., a Delaware corporation (formerly known as
        GSR II Meteora Acquisition Corp.) (the "Company"), any Schedule 13D or
        Schedule 13G, and any amendments, supplements or exhibits thereto
        (including any joint filing agreements) required to be filed by the
        undersigned under Section 13 of the Securities Exchange Act of 1934, as
        amended (the "Exchange Act"), and the rules and regulations promulgated
        thereunder, and any Forms 3, 4 and 5 and any amendments, supplements or
        exhibits thereto required to be filed by the undersigned under Section
        16(a) of the Exchange Act;

 (ii)   do and perform any and all acts for and on behalf of the
        undersigned which may be necessary or desirable to complete and execute
        any such Schedule 13D, Schedule 13G, Form 3, 4, or 5 and timely file
        such forms with the United States Securities and Exchange Commission and
        any stock exchange on which the common stock of the Company is then
        listed; and

  (iii) take any other action of any type whatsoever in connection with
        the foregoing which, in the opinion of such attorney-in-fact, may be of
        benefit to, in the best interest of, or legally required by, the
        undersigned, it being understood that the documents executed by such
        attorney-in-fact on behalf of the undersigned pursuant to this Power of
        Attorney shall be in such form and shall contain such terms and
        conditions as such attorney-in-fact may approve in such attorney-in-
        fact's discretion.

  The undersigned hereby grants to such attorney-in-fact full power and
authority to do and perform any and every act and thing whatsoever requisite,
necessary or proper to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as the undersigned might or
could do if personally present, with full power of substitution or revocation,
hereby ratifying and confirming all that such attorney-in-fact's substitute or
substitutes, shall lawfully do or cause to be done by virtue of this Power of
Attorney and the rights and powers herein granted. The undersigned acknowledges
that the foregoing attorney-in-fact, in serving in such capacity at the request
of the undersigned, are not assuming, nor is the Company assuming, any of the
undersigned's responsibilities to comply with Section 13 and Section 16 of the
Exchange Act.

  This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file reports or schedules under Section 13
or Section 16 of the Exchange Act with respect to the undersigned's holdings of
and transactions in securities issued by the Company, unless earlier revoked by
the undersigned in a signed writing delivered to the foregoing attorney-in-fact.

                           [Signature page to follow]


IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed as of the date first written above.

                         BT ASSETS, INC.
                         By: /s/ Brandon Mintz
                             ---------------------------------------------------
                         Name: Brandon Mintz
                         Title: President, Chief Executive Officer, and Chairman