SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person* Mintz Brandon Taylor (Last) (First) (Middle) C/O BITCOIN DEPOT INC., 3343 PEACHTREE ROAD NE, SUITE 750 (Street) ATLANTA GA 30326 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 06/30/2023	3. Issuer Name and Ticker or Trading Symbol Bitcoin Depot Inc. [ BTM ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director 10% Owner X Officer (give title below) Other (specify below) See Remarks	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Class V Common Stock(1)(2)	44,100,000	I	By BT Assets, Inc.(3)
Class A Common Stock	500,000	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person* Mintz Brandon Taylor (Last) (First) (Middle) C/O BITCOIN DEPOT INC., 3343 PEACHTREE ROAD NE, SUITE 750 (Street) ATLANTA GA 30326 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director 10% Owner X Officer (give title below) Other (specify below) See Remarks

1. Name and Address of Reporting Person* BT Assets, Inc. (Last) (First) (Middle) C/O BITCOIN DEPOT INC., 3343 PEACHTREE ROAD NE, SUITE 750 (Street) ATLANTA GA 30326 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. (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

2. (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.

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

Remarks:

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	07/05/2023
	BT Assets, Inc., /s/ Brandon Mintz, Managing Member	07/05/2023
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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