Brandon Taylor Mintz - 30 Jun 2023 Form 3 Insider Report for Bitcoin Depot Inc. (BTM)

Signature
/s/ Christopher Scott Buchanan by Power of Attorney
Issuer symbol
BTM
Transactions as of
30 Jun 2023
Net transactions value
$0
Form type
3
Filing time
05 Jul 2023, 21:39:50 UTC
Next filing
14 Sep 2023

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
holding BTM Class V Common Stock 44,100,000 30 Jun 2023 By BT Assets, Inc. F1, F2, F3
holding BTM Class A Common Stock 500,000 30 Jun 2023 Direct
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
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.

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