M&A - Bitcoin Depot Inc.

Form Type: 8-K

Filing Date: 2025-05-15

Corporate Action: Merger

Type: New

Accession Number: 000095017025072779

Filing Summary: On May 15, 2025, Bitcoin Depot Inc. announced it reached an agreement in principle for an Up-C Restructuring aimed at simplifying its organizational and capital structure. As part of this restructuring, BT Assets, Inc., controlled by CEO Brandon Mintz, will merge with a subsidiary of the Company. BT Assets currently holds Common Units in BT HoldCo LLC and shares of the Company's Class V Common Stock. In exchange for the merger, it will receive 41,193,024 shares of the Company's Class M common stock, which grant significant voting power (10 votes per share). Additionally, all Class V Common Stock held by BT Assets will be transferred to and cancelled by the Company. Following the restructuring, Mr. Mintz will possess a total of 41,193,024 Class M shares and 142,973 Class A shares. The restructuring leads to the termination of the Tax Receivable Agreement for a one-time payment of $8.4 million to Mr. Mintz. The Company anticipates that this restructuring will yield long-term cash and tax savings, enhance equity liquidity, and improve the ability to use common stock in future acquisitions, while providing a clearer corporate profile.