Bitcoin Depot Inc. (Nasdaq: BTM) (“Bitcoin Depot” or the “Company”), a U.S.-based Bitcoin ATM operator and leading fintech company, announced it has simplified its organizational and capital structure by eliminating its Up-C Restructuring (the “Up-C Restructuring”).

Pursuant to the Up-C Restructuring, BT Assets, Inc., an entity controlled by the Company’s Founder and CEO, Brandon Mintz, that held Common Units in BT HoldCo LLC and shares of the Company’s Class V Common Stock has merged with a subsidiary of the Company and received 41,193,024 shares of the Company’s Class M common stock, which will continue to carry 10 votes per share, as consideration in the merger.

In connection with the Up-C Restructuring, all of the shares of the Company’s Class V Common Stock held by BT Assets have been transferred to the Company and cancelled. After giving effect to the Up-C Restructuring, Mintz holds a total of 41,193,024 shares of the Company’s Class M Common Stock and 142,973 shares of the Company’s Class A Common Stock.

Post-transaction, Bitcoin Depot now wholly-owns its principal operating subsidiaries. The Company believes the simpler structure will offer benefits like better stock liquidity, easier use of stock for acquisitions, and a clearer corporate profile.

In addition, the Up-C Restructuring extinguishes the $2.2 million Tax Receivable Agreement liability and will lead to further long-term savings, as the Company estimates its cash tax rate will be reduced by an estimated 12 percentage points. Other professional services costs associated with tax, accounting and legal will also be reduced by this simpler structure.