SecProbe.io

United States securities and exchange commission logo
July 31, 2023
Brandon Mintz
Chief Executive Officer
Bitcoin Depot Inc.
3343 Peachtree Road NE
Suite 750
Atlanta, GA 30326
Re:Bitcoin Depot Inc.
Registration Statement on Form S-1
Filed July 17, 2023
File No. 333-273287
Dear Brandon Mintz:
            We have limited our review of your registration statement to those issues we have
addressed in our comments.  In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Form S-1 filed July 17, 2023
General
1.We note your disclosure that the shares of Class A common stock being offered for
resale by the selling securityholders represent approximately 56.0% of shares of Class A
common stock outstanding of the Company as of July 17, 2023. Please revise your
prospectus to disclose:
•The price that each selling securityholder paid for the shares and warrants being
registered for resale.
•Any differences in the current trading price, the prices that the Sponsor, private
placement investors, PIPE subscribers, and other selling securityholders acquired
their shares and warrants, and the price that the public securityholders acquired their

 FirstName LastNameBrandon Mintz
 Comapany NameBitcoin Depot Inc.
 July 31, 2023 Page 2
 FirstName LastName
Brandon Mintz
Bitcoin Depot Inc.
July 31, 2023
Page 2
shares and warrants.
•While the Sponsor, private placement investors, PIPE subscribers, and other selling
securityholders may experience a positive rate of return based on the current trading
price, the public securityholders may not experience a similar rate of return on the
securities they purchased due to differences in the purchase prices and the current
trading price.
•The potential profit the selling securityholders will earn based on the current trading
price.
•The number of shares of Class A common stock that were redeemed in connection
with your business combination.
•Appropriate risk factor disclosure.
Cover Page
2.For each of the shares and warrants being registered for resale, please disclose the prices
that the selling securityholders paid for such shares and warrants.
Risk Factors, page 10
3.We note your disclosure on the cover page that even if the trading price of your Class A
common stock is significantly below the offering price of $10.00 per share, certain selling
securityholders may still have an incentive to sell shares of Class A common stock,
because they purchased the shares at prices lower than the public investors or the current
trading price of your Class A common stock.  Please include an additional risk factor
highlighting the negative pressure potential sales of shares pursuant to this registration
statement could have on the public trading price of the Class A common stock.  To
illustrate this risk, disclose the purchase prices of the securities being registered for resale
and the percentage that these shares currently represent of the total number of shares
outstanding.
Risks Related to our Management and Employees
Our management team has limited experience managing a public company, page 41
4.Please reconcile your disclosure here that your management team has limited experience
managing a publicly traded company, with your disclosure on page 90 that you are led by
an experienced management team.
Risks Related to Ownership of Our Securities
The market price of our Class A common stock may be volatile, page 50
5.Please revise this risk factor to provide quantitative information regarding the volatility of
the price of your Class A common stock.

 FirstName LastNameBrandon Mintz
 Comapany NameBitcoin Depot Inc.
 July 31, 2023 Page 3
 FirstName LastName
Brandon Mintz
Bitcoin Depot Inc.
July 31, 2023
Page 3
Use of Proceeds, page 64
6.We note the reported sales price of your Class A common stock on July 14, 2023 was
$3.41 per share, and your statements that given the exercise price of $11.50 per warrant,
holders of your public warrants and private placement warrants will be unlikely to
exercise their warrants and that it is possible that you may never generate any cash
proceeds from the exercise of your warrants.  As applicable, please describe here and on
the cover page the impact on your liquidity and update throughout your discussion on the
ability of your company to fund your operations on a prospective basis with your current
cash on hand.
Management's Discussion and Analysis of Financial Condition and Results of Operations
Liquidity and Capital Resources, page 116
7.In light of the unlikelihood that the company will receive significant proceeds from
exercises of the warrants because of the disparity between the exercise price of the
warrants and the current trading price of the Class A common stock, expand your
discussion of capital resources to address any changes in the company’s liquidity position
since the business combination.  If the company is likely to have to seek additional capital,
discuss the effect of this offering on the company’s ability to raise additional capital.
Sources of Liquidity
PIPE Financing, page 117
8.We note that the amount of PIPE financing proceeds to be released to you or retained by
the PIPE subscribers are subject to certain conditions in the PIPE Agreement being
satisfied and highly dependent on the value of the Class A common stock, and that the
company has potential payment obligations under the PIPE Agreement.  Please revise to
discuss the risks that this agreement may pose to other holders if you do not receive the
PIPE financing proceeds or have payment obligations as described therein. For example,
discuss how such outcomes would impact the cash you have available for other purposes
and to execute your business strategy.

 FirstName LastNameBrandon Mintz
 Comapany NameBitcoin Depot Inc.
 July 31, 2023 Page 4
 FirstName LastName
Brandon Mintz
Bitcoin Depot Inc.
July 31, 2023
Page 4
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            You may contact Lulu Cheng at 202-551-3811 or Sonia Bednarowski at 202-551-
3666 with any questions.
Sincerely,
Division of Corporation Finance
Office of Crypto Assets
cc:       Matthew Pacey