SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Amendment No. 1)*
Under the Securities Exchange Act of 1934
Bitcoin Depot Inc.
(Name of Issuer)
Class A Common Stock, par value $0.0001 per share
(Title of Class of Securities)
09174P105
(CUSIP Number)
April 18, 2024
(Date of Event Which Requires Filing of this Statement)
Check the following box to designate the rule pursuant to which the Schedule is filed:
| ¨ | Rule 13d-1(b) |
| x | Rule 13d-1(c) |
| ¨ | Rule 13d-1(d) |
* The remainder of this cover page shall be filled out for a reporting
person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing
information which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| CUSIP No. 09174P105 | SCHEDULE 13G/A | Page 2 of 9 |
| 1 |
NAMES OF REPORTING PERSONS D. E. Shaw Oculus Portfolios, L.L.C.
| |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) |
(a) ¨ (b) ¨ |
| 3 | SEC USE ONLY | |
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
| |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 |
SOLE VOTING POWER -0-
|
| 6 |
SHARED VOTING POWER 406,4111
| |
| 7 |
SOLE DISPOSITIVE POWER -0-
| |
| 8 |
SHARED DISPOSITIVE POWER 406,4111
|
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 406,4111
| |
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | ¨ |
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 2.7%2
| |
| 12 |
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) OO
| |
1 Includes warrants exercisable into 401,227 shares of Class A Common Stock.
2 This percentage figure is based upon 14,840,106 shares of Class A Common Stock outstanding, consisting of: (i) 14,438,879 shares of Class A Common Stock outstanding as of April 9, 2024, as reported in the Issuer’s Form 10-K filed with the SEC on April 15, 2024 and (ii) 401,227 shares of Class A Common Stock issuable upon exercise of warrants.
| CUSIP No. 09174P105 | SCHEDULE 13G/A | Page 3 of 9 |
| 1 |
NAMES OF REPORTING PERSONS D. E. Shaw & Co., L.L.C.
| |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) |
(a) ¨ (b) ¨ |
| 3 | SEC USE ONLY | |
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
| |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 |
SOLE VOTING POWER -0-
|
| 6 |
SHARED VOTING POWER 680,6091
| |
| 7 |
SOLE DISPOSITIVE POWER -0-
| |
| 8 |
SHARED DISPOSITIVE POWER 680,6091
|
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 680,6091
| |
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | ¨ |
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 4.5%2
| |
| 12 |
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) OO
| |
1 Includes warrants exercisable into 675,425 shares of Class A Common Stock.
2 This percentage figure is based upon 15,114,304 shares of Class A Common Stock outstanding, consisting of: (i) 14,438,879 shares of Class A Common Stock outstanding as of April 9, 2024, as reported in the Issuer’s Form 10-K filed with the SEC on April 15, 2024 and (ii) 675,425 shares of Class A Common Stock issuable upon exercise of warrants.
| CUSIP No. 09174P105 | SCHEDULE 13G/A | Page 4 of 9 |
| 1 |
NAMES OF REPORTING PERSONS D. E. Shaw & Co., L.P.
| |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) |
(a) ¨ (b) ¨ |
| 3 | SEC USE ONLY | |
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
| |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 |
SOLE VOTING POWER -0-
|
| 6 |
SHARED VOTING POWER 680,6091
| |
| 7 |
SOLE DISPOSITIVE POWER -0-
| |
| 8 |
SHARED DISPOSITIVE POWER 680,6091
|
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 680,6091
| |
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | ¨ |
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 4.5%2
| |
| 12 |
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IA, PN
| |
1 Includes warrants exercisable into 675,425 shares of Class A Common Stock.
2 This percentage figure is based upon 15,114,304 shares of Class A Common Stock outstanding, consisting of: (i) 14,438,879 shares of Class A Common Stock outstanding as of April 9, 2024, as reported in the Issuer’s Form 10-K filed with the SEC on April 15, 2024 and (ii) 675,425 shares of Class A Common Stock issuable upon exercise of warrants.
| CUSIP No. 09174P105 | SCHEDULE 13G/A | Page 5 of 9 |
| 1 |
NAMES OF REPORTING PERSONS David E. Shaw
| |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) |
(a) ¨ (b) ¨ |
| 3 | SEC USE ONLY | |
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION United States
| |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 |
SOLE VOTING POWER -0-
|
| 6 |
SHARED VOTING POWER 680,6091
| |
| 7 |
SOLE DISPOSITIVE POWER -0-
| |
| 8 |
SHARED DISPOSITIVE POWER 680,6091
|
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 680,6091
| |
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | ¨ |
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 4.5%2
| |
| 12 |
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IN
| |
1 Includes warrants exercisable into 675,425 shares of Class A Common Stock.
2 This percentage figure is based upon 15,114,304 shares of Class A Common Stock outstanding, consisting of: (i) 14,438,879 shares of Class A Common Stock outstanding as of April 9, 2024, as reported in the Issuer’s Form 10-K filed with the SEC on April 15, 2024 and (ii) 675,425 shares of Class A Common Stock issuable upon exercise of warrants.
| CUSIP No. 09174P105 | SCHEDULE 13G/A | Page 6 of 9 |
| Item 1. | ||
| (a) | Name of Issuer | |
| Bitcoin Depot Inc. | ||
| (b) | Address of Issuer's Principal Executive Offices | |
|
3343 Peachtree Road NE, Suite 750 Atlanta, GA 30326 | ||
| Item 2. | ||
| (a) | Name of Person Filing | |
|
D. E. Shaw Oculus Portfolios, L.L.C. D. E. Shaw & Co., L.L.C. D. E. Shaw & Co., L.P. David E. Shaw | ||
| (b) | Address of Principal Business Office or, if none, Residence | |
| The business address for each reporting person is: 1166 Avenue of the Americas, 9th Floor New York, NY 10036 | ||
| (c) | Citizenship | |
|
D. E. Shaw Oculus Portfolios, L.L.C. is a limited liability company organized under the laws of the state of Delaware. D. E. Shaw & Co., L.L.C. is a limited liability company organized under the laws of the state of Delaware. D. E. Shaw & Co., L.P. is a limited partnership organized under the laws of the state of Delaware. David E. Shaw is a citizen of the United States of America. | ||
| (d) | Title of Class of Securities | |
| Class A Common Stock, par value $0.0001 per share | ||
| (e) | CUSIP Number | |
| 09174P105 | ||
| Item 3. | If this statement is filed pursuant to Rule 13d-1(b) or 13d-2(b) or (c), check whether the person filing is a: |
| Not Applicable | |
| Item 4. | Ownership |
As of April 18, 2024:
| (a) | Amount beneficially owned: | |||
|
D. E. Shaw Oculus Portfolios, L.L.C.:
|
406,411 shares This is composed of (i) 401,227 shares that D. E. Shaw Oculus Portfolios, L.L.C. has the right to acquire upon exercise of warrants and (ii) 5,184 shares in the name of D. E. Shaw Oculus Portfolios, L.L.C. | |||
|
D. E. Shaw & Co., L.L.C.:
|
680,609 shares This is composed of (i) 401,227 shares that D. E. Shaw Oculus Portfolios, L.L.C. has the right to acquire upon exercise of warrants, (ii) 5,184 shares in the name of D. E. Shaw Oculus Portfolios, L.L.C., and (iii) 274,198 shares that D. E. Shaw Valence Portfolios, L.L.C. has the right to acquire upon exercise of warrants. | |||
| CUSIP No. 09174P105 | SCHEDULE 13G/A | Page 7 of 9 |
| D. E. Shaw & Co., L.P.: |
680,609 shares This is composed of (i) 401,227 shares that D. E. Shaw Oculus Portfolios, L.L.C. has the right to acquire upon exercise of warrants, (ii) 5,184 shares in the name of D. E. Shaw Oculus Portfolios, L.L.C., and (iii) 274,198 shares that D. E. Shaw Valence Portfolios, L.L.C. has the right to acquire upon exercise of warrants.
| |||
| David E. Shaw: |
680,609 shares This is composed of (i) 401,227 shares that D. E. Shaw Oculus Portfolios, L.L.C. has the right to acquire upon exercise of warrants, (ii) 5,184 shares in the name of D. E. Shaw Oculus Portfolios, L.L.C., and (iii) 274,198 shares that D. E. Shaw Valence Portfolios, L.L.C. has the right to acquire upon exercise of warrants. |
| (b) | Percent of class: | |||
|
D. E. Shaw Oculus Portfolios, L.L.C.: D. E. Shaw & Co., L.L.C.: D. E. Shaw & Co., L.P.: |
2.7% 4.5% 4.5% | |||
| David E. Shaw: | 4.5% | |||
| (c) | Number of shares to which the person has: | |||
| (i) | Sole power to vote or to direct the vote: | |||
|
D. E. Shaw Oculus Portfolios, L.L.C.: D. E. Shaw & Co., L.L.C.: D. E. Shaw & Co., L.P.: |
-0- shares -0- shares -0- shares | |||
| David E. Shaw: | -0- shares | |||
| (ii) | Shared power to vote or to direct the vote: | |||
|
D. E. Shaw Oculus Portfolios, L.L.C.: D. E. Shaw & Co., L.L.C.: D. E. Shaw & Co., L.P.: |
406,411 shares 680,609 shares 680,609 shares | |||
| David E. Shaw: | 680,609 shares | |||
| (iii) | Sole power to dispose or to direct the disposition of: | |||
|
D. E. Shaw Oculus Portfolios, L.L.C.: D. E. Shaw & Co., L.L.C.: D. E. Shaw & Co., L.P.: |
-0- shares -0- shares -0- shares | |||
| David E. Shaw: | -0- shares | |||
| (iv) | Shared power to dispose or to direct the disposition of: | |||
|
D. E. Shaw Oculus Portfolios, L.L.C.: D. E. Shaw & Co., L.L.C.: D. E. Shaw & Co., L.P.: |
406,411 shares 680,609 shares 680,609 shares | |||
| David E. Shaw: | 680,609 shares | |||
David E. Shaw does not own any shares directly. By virtue of David E. Shaw’s position as President and sole shareholder of D. E. Shaw & Co., Inc., which is the general partner of D. E. Shaw & Co., L.P., which in turn is the investment adviser of D. E. Shaw Oculus Portfolios, L.L.C. and D. E. Shaw Valence Portfolios, L.L.C., and by virtue of David E. Shaw’s position as President and sole shareholder of D. E. Shaw & Co. II, Inc., which is the managing member of D. E. Shaw & Co., L.L.C., which in turn is the manager of D. E. Shaw Oculus Portfolios, L.L.C. and D. E. Shaw Valence Portfolios, L.L.C., David E. Shaw may be deemed to have the shared power to vote or direct the vote of, and the shared power to dispose or direct the disposition of, the 680,609 shares as described above constituting 4.5% of the outstanding shares and, therefore, David E. Shaw may be deemed to be the beneficial owner of such shares. David E. Shaw disclaims beneficial ownership of such 680,609 shares.
| CUSIP No. 09174P105 | SCHEDULE 13G/A | Page 8 of 9 |
| Item 5. | Ownership of Five Percent or Less of a Class |
| If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following x. | |
| Item 6. | Ownership of More than Five Percent on Behalf of Another Person |
| Not Applicable | |
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person |
| Not Applicable | |
| Item 8. | Identification and Classification of Members of the Group |
| Not Applicable | |
| Item 9. | Notice of Dissolution of Group |
| Not Applicable | |
| Item 10. | Certification |
By signing below, each of D. E. Shaw Oculus Portfolios, L.L.C., D. E. Shaw & Co., L.L.C., D. E. Shaw & Co., L.P., and David E. Shaw certify that, to the best of such reporting person’s knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
| CUSIP No. 09174P105 | SCHEDULE 13G/A | Page 9 of 9 |
SIGNATURE
After reasonable inquiry and to the best of their knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete, and correct. Powers of Attorney, dated March 1, 2017, granted by David E. Shaw in favor of Nathan Thomas, is attached hereto.
Dated: April 22, 2024
| D. E. Shaw Oculus Portfolios, L.L.C. | ||
| By: | /s/ Nathan Thomas | |
| Nathan Thomas | ||
| Authorized Signatory | ||
| D. E. Shaw & Co., L.L.C. | ||
| By: | /s/ Nathan Thomas | |
| Nathan Thomas | ||
| Authorized Signatory | ||
| D. E. Shaw & Co., L.P. | ||
| By: | /s/ Nathan Thomas | |
| Nathan Thomas | ||
| Chief Compliance Officer | ||
| David E. Shaw | ||
| By: | /s/ Nathan Thomas | |
| Nathan Thomas | ||
| Attorney-in-Fact for David E. Shaw | ||