| 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:
(i) Owl Creek Asset Management, L.P., a Delaware limited partnership and the investment manager of Owl Creek Credit Opportunities Master Fund, Ltd. (the "Owl Creek Fund"), with respect to the shares of class A common stock, $0.0001 par value per share ("Class A Common Stock") and the shares of Class A Common Stock underlying warrants owned by the Owl Creek Fund; and
(ii) Jeffrey A. Altman ("Mr. Altman"), as managing member of the general partner of Owl Creek Asset Management, L.P., with respect to the shares of Class A Common Stock and the shares of Class A Common Stock underlying warrants owned by the Owl Creek Fund.
The foregoing persons are hereinafter sometimes collectively referred to as the "Reporting Persons."
The filing of this statement should not be construed as an admission that any of the foregoing persons or any Reporting Person is, for the purposes of Section 13 of the Act, the beneficial owner of the securities reported herein. |
| (b) | Address or principal business office or, if
none, residence:
The address of the principal business office of each of the Reporting Persons is 640 Fifth Avenue, 20th Floor, New York, NY 10019. |
| (c) | Citizenship:
Owl Creek Asset Management, L.P. is a limited partnership organized under the laws of the State of Delaware. Mr. Altman is a United States citizen. |
| (d) | Title of class of securities:
Class A Common Stock, $0.0001 par value per share |
| (e) | CUSIP No.:
09174P105 |
| Item 3. | If this statement is filed pursuant to §§
240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: |
| (a) |  Broker
or dealer registered under section 15 of the Act (15 U.S.C. 78o); |
| (b) | Bank
as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); |
| (c) | Insurance
company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); |
| (d) | Investment
company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); |
| (e) |  An
investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E); |
| (f) | An
employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F); |
| (g) | A
parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G); |
| (h) | A
savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C.
1813); |
| (i) | A
church plan that is excluded from the definition of an investment company under section 3(c)(14)
of the Investment Company Act of 1940 (15 U.S.C. 80a-3); |
| (j) | A
non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S.
institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please
specify the type of institution: |
| (k) | Group,
in accordance with Rule 240.13d-1(b)(1)(ii)(K). |
| | |
| Item 4. | Ownership |
| (a) | Amount beneficially owned:
The information required by Item 4(a) is set forth in Row 9 of the cover page for each of the Reporting Persons and is incorporated herein by reference.
The percentage set forth in this Schedule 13G is calculated based upon an aggregate of 18,122,048 shares of Class A Common Stock outstanding as of November 12, 2024, as reported in the Company's Prospectus filed pursuant to Rule 424(b)(5), filed with the Securities and Exchange Commission on November 26, 2024, and assumes the exercise of warrants reported herein. |
| (b) | Percent of class:
5.1 % |
| (c) | Number of shares as to which the person has:
|
| | (i) Sole power to vote or to direct the vote:
The information required by Item 4(c)(i) is set forth in Row 5 of the cover page for each of the Reporting Persons and is incorporated herein by reference.
|
| | (ii) Shared power to vote or to direct the
vote:
The information required by Item 4(c)(ii) is set forth in Row 6 of the cover page for each of the Reporting Persons and is incorporated herein by reference.
|
| | (iii) Sole power to dispose or to direct the
disposition of:
The information required by Item 4(c)(iii) is set forth in Row 7 of the cover page for each of the Reporting Persons and is incorporated herein by reference.
|
| | (iv) Shared power to dispose or to direct the
disposition of:
The information required by Item 4(c)(iv) is set forth in Row 8 of the cover page for each of the Reporting Persons and is incorporated herein by reference.
|
| Item 5. | Ownership of 5 Percent or Less of a Class. |
| | |
| Item 6. | Ownership of more than 5 Percent on Behalf of
Another Person. |
| |
If any other person is known to have the right to receive or the power to direct
the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to
that effect should be included in response to this item and, if such interest relates to more
than 5 percent of the class, such person should be identified. A listing of the shareholders of
an investment company registered under the Investment Company Act of 1940 or the beneficiaries
of employee benefit plan, pension fund or endowment fund is not required.
See Item 2(a). The Owl Creek Fund has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of Common Stock reported herein. |
| 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
|
