0001104659-23-099787.txt : 20230911 0001104659-23-099787.hdr.sgml : 20230911 20230911193107 ACCESSION NUMBER: 0001104659-23-099787 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20230901 FILED AS OF DATE: 20230911 DATE AS OF CHANGE: 20230911 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: D. E. SHAW & CO, L.P. CENTRAL INDEX KEY: 0001009268 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-41305 FILM NUMBER: 231248771 BUSINESS ADDRESS: STREET 1: 1166 AVENUE OF THE AMERICAS STREET 2: NINTH FLOOR CITY: NEW YORK STATE: NY ZIP: 10036 BUSINESS PHONE: 2124780000 MAIL ADDRESS: STREET 1: 1166 AVENUE OF THE AMERICAS STREET 2: NINTH FLOOR CITY: NEW YORK STATE: NY ZIP: 10036 FORMER NAME: FORMER CONFORMED NAME: SHAW D E & CO L P /NY/ DATE OF NAME CHANGE: 19990421 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: SHAW DAVID E CENTRAL INDEX KEY: 0001023870 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-41305 FILM NUMBER: 231248769 MAIL ADDRESS: STREET 1: 120 WEST FORTY-FIFTH STREET STREET 2: 39TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10036 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: D. E. SHAW & CO, L.L.C. CENTRAL INDEX KEY: 0001277502 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-41305 FILM NUMBER: 231248770 BUSINESS ADDRESS: STREET 1: 1166 AVENUE OF THE AMERICAS STREET 2: NINTH FLOOR CITY: NEW YORK STATE: NY ZIP: 10036 BUSINESS PHONE: 2124780000 MAIL ADDRESS: STREET 1: 1166 AVENUE OF THE AMERICAS STREET 2: NINTH FLOOR CITY: NEW YORK STATE: NY ZIP: 10036 FORMER NAME: FORMER CONFORMED NAME: D E SHAW & CO LLC DATE OF NAME CHANGE: 20040127 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Bitcoin Depot Inc. CENTRAL INDEX KEY: 0001901799 STANDARD INDUSTRIAL CLASSIFICATION: FINANCE SERVICES [6199] IRS NUMBER: 873219029 FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 3343 PEACHTREE ROAD NE STREET 2: SUITE 750 CITY: ATLANTA STATE: GA ZIP: 30326 BUSINESS PHONE: 678-435-9604 MAIL ADDRESS: STREET 1: 2870 PEACHTREE ROAD STREET 2: #327 CITY: ATLANTA STATE: GA ZIP: 30305 FORMER COMPANY: FORMER CONFORMED NAME: GSR II Meteora Acquisition Corp. DATE OF NAME CHANGE: 20220124 FORMER COMPANY: FORMER CONFORMED NAME: GLA II Meteora Acquisition Corp. DATE OF NAME CHANGE: 20211228 3 1 tm2325756d2_3.xml OWNERSHIP DOCUMENT X0206 3 2023-09-01 0 0001901799 Bitcoin Depot Inc. BTM 0001009268 D. E. SHAW & CO, L.P. 1166 AVENUE OF THE AMERICAS NINTH FLOOR NEW YORK NY 10036 0 0 1 1 See Footnotes 1, 3, and 4. 0001277502 D. E. SHAW & CO, L.L.C. 1166 AVENUE OF THE AMERICAS NINTH FLOOR NEW YORK NY 10036 0 0 1 1 See Footnotes 1, 3, and 4. 0001023870 SHAW DAVID E 1166 AVENUE OF THE AMERICAS NINTH FLOOR NEW YORK NY 10036 0 0 1 1 See Footnotes 1, 3, and 4. Class A Common Stock, par value $0.0001 per share 26270 I See Footnotes Warrants 11.50 Class A Common Stock, par value $0.0001 per share 1350000 I See Footnotes 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. 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"). 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. 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. 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 2023-09-11 D. E. Shaw & Co., L.L.C., By: /s/ Nathan Thomas, Authorized Signatory 2023-09-11 David E. Shaw, By: /s/ Nathan Thomas, as Attorney-in-Fact for David E. Shaw 2023-09-11 EX-24.1 2 tm2325756d2_ex24-1.htm EXHIBIT 24.1

Exhibit 24.1

POWER OF ATTORNEY

FOR CERTAIN REGULATORY FILINGS

INCLUDING CERTAIN FILINGS

UNDER THE SECURITIES EXCHANGE ACT OF 1934

AND THE INVESTMENT ADVISERS ACT OF 1940

I, David E. Shaw, hereby make, constitute, and appoint each of:

Edward Fishman,

Julius Gaudio,

Martin Lebwohl,

Maximilian Stone,

David Sweet,

Nathan Thomas, and

Eric Wepsic,

acting individually, as my agent and attorney-in-fact, with full power of substitution, for the purpose of, from time to time, (i) executing in my name and/or my capacity as President of D. E. Shaw & Co., Inc. (acting for itself or as the general partner of D. E. Shaw & Co., L.P. and general partner, managing member, or manager of other entities, any of which in turn may be acting for itself or other entities) all documents, certificates, instruments, statements, other filings, and amendments to the foregoing (collectively, “documents”) determined by such person to be necessary or appropriate to comply with any registration or regulatory disclosure requirements and/or ownership or control-person reporting requirements imposed by any United States or non-United States governmental or regulatory authority, including without limitation Form ADV, Forms 3, 4, 5, and 13F, and Schedules 13D and 13G required to be filed with the United States Securities and Exchange Commission, and (ii) delivering, furnishing, or filing any such documents to or with the appropriate governmental or regulatory authority. Any such determination shall be conclusively evidenced by such person’s execution, delivery, furnishing, and/or filing of the applicable document.

This power of attorney shall be valid from the date hereof and replaces the power granted on January 1, 2017, which is hereby cancelled.

IN WITNESS HEREOF, I have executed this instrument as of the date set forth below.

Date: March 1, 2017

DAVID E. SHAW, as President of

D. E. Shaw & Co., Inc.

/s/ David E. Shaw

New York, New York

EX-24.2 3 tm2325756d2_ex24-2.htm EXHIBIT 24.2

Exhibit 24.2

POWER OF ATTORNEY

FOR CERTAIN REGULATORY FILINGS

INCLUDING CERTAIN FILINGS

UNDER THE SECURITIES EXCHANGE ACT OF 1934

AND THE INVESTMENT ADVISERS ACT OF 1940

I, David E. Shaw, hereby make, constitute, and appoint each of:

Edward Fishman,

Julius Gaudio,

Martin Lebwohl,

Maximilian Stone,

David Sweet,

Nathan Thomas, and

Eric Wepsic,

acting individually, as my agent and attorney-in-fact, with full power of substitution, for the purpose of, from time to time, (i) executing in my name and/or my capacity as President of D. E. Shaw & Co. II, Inc. (acting for itself or as the managing member of D. E. Shaw & Co., L.L.C. and general partner, managing member, or manager of other entities, any of which in turn may be acting for itself or other entities) all documents, certificates, instruments, statements, other filings, and amendments to the foregoing (collectively, “documents”) determined by such person to be necessary or appropriate to comply with any registration or regulatory disclosure requirements and/or ownership or control-person reporting requirements imposed by any United States or non-United States governmental or regulatory authority, including without limitation Form ADV, Forms 3, 4, 5, and 13F, and Schedules 13D and 13G required to be filed with the United States Securities and Exchange Commission, and (ii) delivering, furnishing, or filing any such documents to or with the appropriate governmental or regulatory authority. Any such determination shall be conclusively evidenced by such person’s execution, delivery, furnishing, and/or filing of the applicable document.

This power of attorney shall be valid from the date hereof and replaces the power granted on January 1, 2017, which is hereby cancelled.

IN WITNESS HEREOF, I have executed this instrument as of the date set forth below.

Date: March 1, 2017

DAVID E. SHAW, as President of

D. E. Shaw & Co. II, Inc.

/s/ David E. Shaw

New York, New York