M&A - Bitcoin Depot Inc.

Form Type: 8-K

Filing Date: 2025-05-30

Corporate Action: Merger

Type: New

Accession Number: 000095017025079361

Filing Summary: Bitcoin Depot Inc. announced that on May 30, 2025, it entered into a Merger Agreement to restructure its organizational and capital structure, eliminating its Up-C structure. This Up-C Restructuring results in BT HoldCo becoming a wholly owned subsidiary of Bitcoin Depot. Public stockholders will retain their shares of Class A Common Stock and warrants, while the founder Brandon Mintz and affiliated entities will hold common stock directly in the Company. The restructuring aims to enhance equity liquidity, provide simpler ownership, and create long-term cash and tax savings. The agreement was approved by the Company’s Board and includes terminating the Tax Receivable Agreement. As part of the merger, Bitcoin Depot issued 41,193,024 shares of Class M Common Stock to former stockholders of BT Assets and made a cash payment of $8,400,000 for the termination of the Tax Receivable Agreement.

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.