Filed Pursuant to Rule 424(b)(3)
Registration No. 333-273287
PROSPECTUS SUPPLEMENT NO. 2
(to Prospectus dated
September 1, 2023)
BITCOIN DEPOT INC.
Up to 83,747,027 Shares of Class A Common Stock
Up to 43,848,750 Shares of Class A Common Stock Underlying Warrants
Up to 12,223,750 Warrants to Purchase Class A Common Stock
This prospectus supplement supplements the prospectus dated September 1, 2023 (the Prospectus), which forms a part of
our registration statement on Form S-1 (No. 333-273287). This prospectus supplement is being filed solely to update the information contained in the table in the
Selling Securityholders section of the Prospectus to reflect certain transactions described herein.
The Prospectus and this
prospectus supplement relate to the offer and sale from time to time by the selling securityholders named in this prospectus or their permitted transferees (the Selling Securityholders) of the following:
(i) up to 83,747,027 shares of Class A common stock consisting of:
(a) up to 657,831 shares of Class A common stock held by former stockholders of GSRM, of which (i) 203,481 shares were
issued pursuant to certain Voting and Non-Redemption Agreements (as defined below) at an effective purchase price of $0.00 per share and (ii) 454,350 shares were issued pursuant to certain Non-Redemption Agreements (as defined below) at an effective purchase price of $3.00 per share;
(b) up to 5,769,185 shares of Class A common stock held by certain third parties and affiliates of Sponsor and former
directors of GSRM, in each case that were issued at Closing in exchange for an equivalent number of shares of Class B common stock of GSRM that were originally purchased for approximately $0.004 per share;
(c) up to 1,075,761 shares of Class A common stock issuable upon the vesting and conversion of the Companys
Class E common stock, par value $0.0001 per share (the Class E common stock), held by certain third parties and affiliates of Sponsor and former directors of GSRM, in each case that were issued at Closing
in exchange for an equivalent number of shares of Class B common stock of GSRM that were originally purchased for approximately $0.004 per share;
(d) up to 59,100,000 shares of Class A common stock underlying the following securities held by BT Assets as of the
Closing (which in each case were issued as consideration in the Business Combination based on a value of $10.00 per share): (i) 15,000,000 BT HoldCo Earnout Units, consisting of (A) 5,000,000 Class 1 Earnout Units of BT HoldCo, (B) 5,000,000
Class 2 Earnout Units of BT HoldCo, and (C) 5,000,000 Class 3 Earnout Units of BT HoldCo, and (ii) 44,100,000 BT HoldCo Common Units (which correspond to 44,100,000 shares of Class V common stock);
(e) up to 4,300,000 shares of Class A common stock issuable upon conversion of the Companys Series A Convertible
Preferred Stock, par value $0.0001 per share (the Series A Preferred Stock), which were purchased for $10.00 per share and issued at Closing and were initially held by the PIPE Subscribers pursuant to that certain PIPE Agreement,
dated as of June 23, 2023 (the PIPE Agreement), by and among GSRM, Lux Vending, LLC dba Bitcoin Depot (BT OpCo), and the subscribers set forth therein (the PIPE Subscribers);
(f) up to 500,000 shares of Class A common stock issued at Closing to Brandon Mintz under the Bitcoin Depot Inc. 2023
Omnibus Incentive Equity Plan at an effective cost basis of $3.23 per share;