SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Smalley Mark James

(Last)

(First)

(Middle)

C/O BITCOIN DEPOT INC.,

3343 PEACHTREE ROAD NE, SUITE 750

(Street)

ATLANTA

30326

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
06/30/2023

3. Issuer Name and Ticker or Trading Symbol
Bitcoin Depot Inc. [ BTM ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
CHIEF COMPLIANCE OFFICER

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Class A Common Stock, par value $0.0001 per share	5,000⁽¹⁾	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)

Explanation of Responses:

1. In connection with the consummation of the transactions contemplated by that certain Transaction Agreement, dated as of August 24, 2022, as amended, by and among the Issuer and the other parties thereto, in exchange for equity granted under the Lux Vending, LLC d/b/a Bitcoin Depot 2021 Participation Plan equity plan, the reporting person received restricted stock units ("RSUs") on June 30, 2023. The RSUs will vest, subject to continued employment, in four equal installments over the course of one year on each of on September 30, 2023, December 31, 2023, March 31, 2024 and June 30, 2024, upon which time the RSUs will be settled by delivery of shares of Class A Common Stock, par value $0.0001 per share.

Remarks:

Exhibit List - Exhibit 24.1 - Power of Attorney

	/s/ Christopher Scott Buchanan by Power of Attorney	07/05/2023
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.