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Bitcoin Depot Eliminates Up-C Corporate Structure

Core Viewpoint - Bitcoin Depot Inc. has simplified its organizational and capital structure by eliminating its Up-C Restructuring, which is expected to reduce compliance complexity and lower cash tax burdens. Group 1: Corporate Structure Changes - The Up-C Restructuring involved the merger of BT Assets, Inc. with a subsidiary of Bitcoin Depot, resulting in the issuance of 41,193,024 shares of Class M common stock to the founder and CEO, Brandon Mintz [2] - Following the restructuring, all Class V Common Stock held by BT Assets has been cancelled, and Mintz now holds a total of 41,193,024 shares of Class M Common Stock and 142,973 shares of Class A Common Stock [3] Group 2: Benefits of Simplification - Post-transaction, Bitcoin Depot wholly owns its principal operating subsidiaries, which is expected to enhance stock liquidity, facilitate acquisitions, and provide a clearer corporate profile [4] - The restructuring extinguishes a $2.2 million Tax Receivable Agreement liability and is projected to reduce the company's cash tax rate by approximately 12 percentage points, along with lowering professional services costs related to tax, accounting, and legal matters [5] Group 3: Company Overview - Bitcoin Depot, founded in 2016, operates Bitcoin ATMs and provides services to convert cash into Bitcoin, with over 8,400 kiosk locations across North America as of February 25, 2025 [6]