Bitcoin Depot Eliminates Up-C Corporate Structure

Rhea-AI Summary

Bitcoin Depot (Nasdaq: BTM) has announced the elimination of its Up-C corporate structure through a merger where BT Assets, controlled by CEO Brandon Mintz, received 41,193,024 shares of Class M common stock. The restructuring results in Mintz holding 41,193,024 Class M shares (10 votes per share) and 142,973 Class A shares. The simplified structure provides several benefits: improved stock liquidity, easier stock-based acquisitions, and a clearer corporate profile. Financially, the company eliminates a $2.2 million Tax Receivable Agreement liability and expects to reduce its cash tax rate by approximately 12 percentage points, along with lower professional services costs related to tax, accounting, and legal services.

Positive

• Elimination of $2.2 million Tax Receivable Agreement liability
• Expected 12 percentage point reduction in cash tax rate
• Reduced professional services costs for tax, accounting, and legal services
• Improved stock liquidity and easier use of stock for acquisitions
• Simplified corporate structure leading to reduced compliance and reporting complexity

Negative

• None.

Insights

Corporate Finance Specialist

Bitcoin Depot's elimination of Up-C structure reduces tax burden, simplifies operations, and improves acquisition potential, benefiting long-term financial health.

Bitcoin Depot's elimination of its Up-C corporate structure represents a significant simplification that carries multiple financial advantages. The restructuring extinguishes a $2.2 million Tax Receivable Agreement liability while reducing the company's cash tax rate by an estimated 12% - both substantial improvements to Bitcoin Depot's cash flow position.

This corporate streamlining consolidates ownership, with Bitcoin Depot now wholly owning its principal operating subsidiaries. CEO Brandon Mintz maintains his controlling interest through 41,193,024 shares of Class M common stock (carrying 10 votes per share) plus 142,973 shares of Class A common stock.

The strategic benefits extend beyond immediate tax savings. By simplifying its structure, Bitcoin Depot improves stock liquidity, which typically attracts broader investor interest and potentially reduces trading volatility. The company also gains enhanced flexibility for stock-based acquisitions - a crucial advantage in the rapidly consolidating cryptocurrency infrastructure space.

Additional efficiency gains will come from reduced professional service costs related to tax, accounting, and legal complexities inherent in the previous Up-C structure. These ongoing operational savings, combined with the tax benefits, create a more streamlined financial foundation that should improve both profitability metrics and resource allocation efficiency going forward.

Simplified Corporate Structure Reduces Compliance and Reporting Complexity, Lowers Cash Tax Burden

ATLANTA, May 30, 2025 (GLOBE NEWSWIRE) -- 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.

About Bitcoin Depot

Bitcoin Depot Inc. (Nasdaq: BTM) was founded in 2016 with the mission to connect those who prefer to use cash to the broader, digital financial system. Bitcoin Depot provides its users with simple, efficient and intuitive means of converting cash into Bitcoin, which users can deploy in the payments, spending and investing space. Users can convert cash to bitcoin at Bitcoin Depot kiosks in 48 states and at thousands of name-brand retail locations in 29 states through its BDCheckout product. The Company has the largest market share in North America with over 8,400 kiosk locations as of February 25, 2025.  Learn more at www.bitcoindepot.com. 

Cautionary Statement Regarding Forward-Looking Statements

This press release and any oral statements made in connection herewith include “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Exchange Act of 1934, as amended. Forward-looking statements are any statements other than statements of historical fact, and include, but are not limited to, statements regarding the expectations of plans, business strategies, objectives and growth and anticipated financial and operational performance, including our growth strategy and ability to increase deployment of our products and services, our ability to strengthen our financial profile, and worldwide growth in the adoption and use of cryptocurrencies. These forward-looking statements are based on management’s current beliefs, based on currently available information, as to the outcome and timing of future events. Forward-looking statements are often identified by words such as “anticipate,” “appears,” “approximately,” “believe,” “continue,” “could,” “designed,” “effect,” “estimate,” “evaluate,” “expect,” “forecast,” “goal,” “initiative,” “intend,” “may,” “objective,” “outlook,“ ”plan,“ ”potential,“ ”priorities,“ ”project,“ ”pursue,“ ”seek,“ ”should,“ ”target,“ ”when,“ ”will,“ ”would,” or the negative of any of those words or similar expressions that predict or indicate future events or trends or that are not statements of historical matters, although not all forward-looking statements contain such identifying words. In making these statements, we rely upon assumptions and analysis based on our experience and perception of historical trends, current conditions, and expected future developments, as well as other factors we consider appropriate under the circumstances. We believe these judgments are reasonable, but these statements are not guarantees of any future events or financial results. These forward-looking statements are provided for illustrative purposes only and are not intended to serve as, and must not be relied on by any investor as, a guarantee, an assurance, a prediction or a definitive statement of fact or probability. Actual events and circumstances are difficult or impossible to predict and will differ from assumptions. Many actual events and circumstances are beyond our control.

These forward-looking statements are subject to a number of risks and uncertainties, including changes in domestic and foreign business, market, financial, political and legal conditions; failure to realize the anticipated benefits of the business combination; risks relating to the uncertainty of our projected financial information; future global, regional or local economic and market conditions; the development, effects and enforcement of laws and regulations; our ability to manage future growth; our ability to develop new products and services, bring them to market in a timely manner and make enhancements to our platform; the effects of competition on our future business; our ability to issue equity or equity-linked securities; the outcome of any potential litigation, government and regulatory proceedings, investigations and inquiries; and those factors described or referenced in filings with the Securities and Exchange Commission. If any of these risks materialize or our assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements. There may be additional risks that we do not presently know or that we currently believe are immaterial that could also cause actual results to differ from those contained in the forward-looking statements. In addition, forward-looking statements reflect our expectations, plans or forecasts of future events and views as of the date of this press release. We anticipate that subsequent events and developments will cause our assessments to change.

We caution readers not to place undue reliance on forward-looking statements. Forward-looking statements speak only as of the date they are made, and we undertake no obligation to update publicly or otherwise revise any forward-looking statements, whether as a result of new information, future events, or other factors that affect the subject of these statements, except where we are expressly required to do so by law. All written and oral forward-looking statements attributable to us are expressly qualified in their entirety by this cautionary statement.

Contacts:

Investors 
Cody Slach,
Gateway Group, Inc. 
949-574-3860 
BTM@gateway-grp.com

Media 
Brenlyn Motlagh, Ryan Deloney 
Gateway Group, Inc.
949-574-3860 
BTM@gateway-grp.com

FAQ

What changes did Bitcoin Depot (BTM) make to its corporate structure?

Bitcoin Depot eliminated its Up-C corporate structure through a merger where BT Assets received 41,193,024 shares of Class M common stock, resulting in a simplified organizational structure.

How many shares does Brandon Mintz hold after Bitcoin Depot's restructuring?

After the restructuring, Brandon Mintz holds 41,193,024 shares of Class M Common Stock (with 10 votes per share) and 142,973 shares of Class A Common Stock.

What are the financial benefits of Bitcoin Depot's Up-C restructuring?

The restructuring eliminates a $2.2 million Tax Receivable Agreement liability, reduces cash tax rate by 12 percentage points, and lowers professional services costs for tax, accounting, and legal services.

How will the elimination of Up-C structure benefit Bitcoin Depot (BTM)?

The simplified structure will provide better stock liquidity, easier use of stock for acquisitions, a clearer corporate profile, reduced compliance complexity, and lower tax burden.