Shaw David E Form 3 Bitcoin Depot / DAVID E SHAW ownership change

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^*

D. E. SHAW & CO, L.P.

(Last) (First) (Middle)

1166 AVENUE OF THE AMERICAS

NINTH FLOOR

(Street)

NEW YORK NY 10036

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
09/01/2023

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

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

	Director	X	10% Owner
	Officer (give title below)	X	Other (specify below)
See Footnotes 1, 3, and 4.

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

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

	Form filed by One Reporting Person
X	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	26,270	I	See Footnotes(1)(3)(4)

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)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Warrants	(2)	(2)	Class A Common Stock, par value $0.0001 per share	1,350,000	11.5	I	See Footnotes(1)(3)(4)

1. Name and Address of Reporting Person^*

D. E. SHAW & CO, L.P.

(Last) (First) (Middle)

1166 AVENUE OF THE AMERICAS

NINTH FLOOR

(Street)

NEW YORK NY 10036

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

D. E. SHAW & CO, L.L.C.

(Last) (First) (Middle)

1166 AVENUE OF THE AMERICAS

NINTH FLOOR

(Street)

NEW YORK NY 10036

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

SHAW DAVID E

(Last) (First) (Middle)

1166 AVENUE OF THE AMERICAS

NINTH FLOOR

(Street)

NEW YORK NY 10036

(City) (State) (Zip)

Explanation of Responses:

1. The shares of Class A Common Stock, par value $0.0001 per share ("Class A Common Stock"), are directly held by D. E. Shaw Oculus Portfolios, L.L.C. ("Oculus") and may be deemed to be indirectly held by the Reporting Persons. The Warrants are directly held as follows: (i) Oculus holds 750,000 Warrants and (ii) D. E. Shaw Valence Portfolios, L.L.C. ("Valence") holds 600,000 Warrants, and may be deemed to be indirectly held by the Reporting Persons.

2. Each Warrant is exercisable for one share of Class A Common Stock at an exercise price of $11.50 per share and expires on June 30, 2028, or earlier upon redemption or liquidation, subject to the terms reported in the Issuer's prospectus dated September 1, 2023 as filed with the U.S. Securities and Exchange Commission on Form 424B3 (File No. 333-273287) on September 1, 2023 (the "Prospectus").

3. D. E. Shaw & Co., L.P. ("DESCO LP"), as investment adviser to Oculus and Valence; D. E. Shaw & Co., L.L.C. ("DESCO LLC"), as manager of Oculus and Valence; and Mr. David E. Shaw ("David E. Shaw"), as President and sole shareholder of D. E. Shaw & Co., Inc., which is the general partner of DESCO LP, and as President and sole shareholder of D. E. Shaw & Co. II, Inc., which is the managing member of DESCO LLC, may be deemed to be the beneficial owners of the securities reported in this Form 3 for purposes of Rule 16a-1(a) of the Securities Exchange Act of 1934.

4. In accordance with instruction 5(b)(iv), the entire number of securities of the Issuer that may be deemed to be beneficially owned by DESCO LP, DESCO LLC, and David E. Shaw is reported herein. Each of DESCO LP, DESCO LLC, and David E. Shaw disclaims any beneficial ownership of any security listed in this Form 3, except to the extent of any pecuniary interest therein.

Remarks:

This Form 3 is being filed solely due to the change in exercisability status of Warrants upon effectiveness of the registration statement as detailed in the Issuer's Prospectus, after which the Reporting Persons' aggregate beneficial ownership passively exceeded 10%. Exhibit Index: 24.1 Power of Attorney 24.2 Power of Attorney

	D. E. Shaw & Co., L.P., By: /s/ Nathan Thomas, Chief Compliance Officer	09/11/2023
	D. E. Shaw & Co., L.L.C., By: /s/ Nathan Thomas, Authorized Signatory	09/11/2023
	David E. Shaw, By: /s/ Nathan Thomas, as Attorney-in-Fact for David E. Shaw	09/11/2023
	** 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).
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