Two investment entities disclosed a 6.5% passive stake in Bitcoin Depot Inc. The filing shows CVI Investments, Inc. and its investment manager Heights Capital Management, Inc. report beneficial ownership of 2,142,858 shares of Class A common stock, out of 32,847,843 shares outstanding as stated in the referenced prospectus supplement. The reporting persons state no sole voting or dispositive power and record the position as shared voting and shared dispositive power for the reported shares.
The signature block includes a certification that the securities were not acquired to influence control, and Heights Capital acts as authorized agent for CVI Investments under a limited power of attorney. Exhibits listed include the limited power of attorney and a joint filing agreement.
Positive
Transparent disclosure of beneficial ownership: 2,142,858 shares ( 6.5%)
Explicit passive intent certified by signatory, indicating no intent to influence control
Manager relationship disclosed: Heights Capital Management, Inc. identified as investment manager to CVI Investments, Inc.
Negative
None.
Insights
TL;DR: A passive investor position of 6.5% is disclosed and attributed to CVI Investments with Heights Capital as manager.
The filing quantifies a clear ownership stake of 2,142,858 shares, equal to 6.5% of the class based on 32,847,843 shares outstanding reported in the prospectus supplement. The reporting persons state shared voting and dispositive power and expressly disclaim acquisition for purposes of changing control.
This is presented under Schedule 13G-style disclosure, which typically signals a non-control, passive intent. Investors may note the ownership scale relative to the float; changes to this position or any amendment switching to a Schedule 13D would be material in the near term.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
Bitcoin Depot Inc.
(Name of Issuer)
Class A Common Stock, $0.0001 par value per share
(Title of Class of Securities)
09174P105
(CUSIP Number)
10/06/2025
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
SCHEDULE 13G
CUSIP No.
09174P105
1
Names of Reporting Persons
CVI Investments, Inc.
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
CAYMAN ISLANDS
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
2,142,858.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
2,142,858.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
2,142,858.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
6.5 %
12
Type of Reporting Person (See Instructions)
CO
Comment for Type of Reporting Person: With respect to Row 6 and Row 8 above, Heights Capital Management, Inc. is the investment manager to CVI Investments, Inc. and as such may exercise voting and dispositive power over the shares reported as beneficially owned by CVI Investments, Inc. herein.
SCHEDULE 13G
CUSIP No.
09174P105
1
Names of Reporting Persons
Heights Capital Management, Inc.
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
2,142,858.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
2,142,858.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
2,142,858.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
6.5 %
12
Type of Reporting Person (See Instructions)
CO
Comment for Type of Reporting Person: With respect to Row 6 and Row 8 above, Heights Capital Management, Inc. is the investment manager to CVI Investments, Inc. and as such may exercise voting and dispositive power over the shares reported as beneficially owned by CVI Investments, Inc. herein.
SCHEDULE 13G
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:
This statement is filed by the entities listed below, who are collectively referred to herein as "Reporting Persons," with respect to the shares of Class A Common Stock of Bitcoin Depot Inc. (the "Company"), $0.0001 par value per share (the "Shares").
(i) CVI Investments, Inc.
(ii) Heights Capital Management, Inc.
(b)
Address or principal business office or, if none, residence:
The address of the principal business office of CVI Investments, Inc. is:
P.O. Box 309GT
Ugland House
South Church Street
George Town
Grand Cayman
KY1-1104
Cayman Islands
The address of the principal business office of Heights Capital Management, Inc. is:
101 California Street, Suite 3250
San Francisco, California 94111
(c)
Citizenship:
Citizenship is set forth in Row 4 of the cover page for each Reporting Person hereto and is incorporated herein by reference for each such Reporting Person.
(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 this Item 4(a) is set forth in Row 9 of the cover page for each Reporting Person hereto and is incorporated herein by reference for each such Reporting Person.
The Company's Prospectus Supplement (to Prospectus dated July 1, 2025, Registration No. 333-288208), filed on October 8, 2025, indicates there were 32,847,843 Shares outstanding as of the completion of the offering of the Shares referred to therein.
(b)
Percent of class:
6.5 %
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
The information required by this Item 4(c)(i) is set forth in Row 5 of the cover page for each Reporting Person hereto and is incorporated herein by reference for each such Reporting Person.
(ii) Shared power to vote or to direct the vote:
The information required by this Item 4(c)(ii) is set forth in Row 6 of the cover page for each Reporting Person hereto and is incorporated herein by reference for each such Reporting Person.
Heights Capital Management, Inc., which serves as the investment manager to CVI Investments, Inc., may be deemed to be the beneficial owner of all Shares owned by CVI Investments, Inc. Each of the Reporting Persons hereby disclaims any beneficial ownership of any such Shares, except for their pecuniary interest therein.
(iii) Sole power to dispose or to direct the disposition of:
The information required by this Item 4(c)(iii) is set forth in Row 7 of the cover page for each Reporting Person hereto and is incorporated herein by reference for each such Reporting Person.
(iv) Shared power to dispose or to direct the disposition of:
The information required by this Item 4(c)(iv) is set forth in Row 8 of the cover page for each Reporting Person hereto and is incorporated herein by reference for each such Reporting Person.
Heights Capital Management, Inc., which serves as the investment manager to CVI Investments, Inc., may be deemed to be the beneficial owner of all Shares owned by CVI Investments, Inc. Each of the Reporting Persons hereby disclaims any beneficial ownership of any such Shares, except for their pecuniary interest therein.
Item 5.
Ownership of 5 Percent or Less of a Class.
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
Not Applicable
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
Item 10.
Certifications:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
CVI Investments, Inc.
Signature:
/s/ Sarah Travis
Name/Title:
Sarah Travis, Assistant General Counsel and Assistant Secretary of Heights Capital Management, Inc.
Date:
10/09/2025
Heights Capital Management, Inc.
Signature:
/s/ Sarah Travis
Name/Title:
Sarah Travis, Assistant General Counsel and Assistant Secretary
Date:
10/09/2025
Comments accompanying signature: Heights Capital Management, Inc. serves as authorized agent of CVI Investments, Inc. pursuant to a Limited Power of Attorney, a copy of which is attached as Exhibit I hereto.
Exhibit Information
EXHIBIT INDEX
EXHIBIT DESCRIPTION
________ ________
I Limited Power of Attorney
II Joint Filing Agreement
What stake did CVI Investments and Heights Capital report in Bitcoin Depot (BTM)?
They reported beneficial ownership of 2,142,858 shares, representing 6.5% of Class A common stock.
How many Bitcoin Depot shares were outstanding per the filing?
The filing cites 32,847,843 shares outstanding as stated in the referenced prospectus supplement.
Does the filing indicate an intent to control Bitcoin Depot?
No. The signatory certified the securities were not acquired to change or influence control and the filing is presented as passive.
Who signed the Schedule 13G for these reporting persons?
The document is signed by Sarah Travis, Assistant General Counsel and Assistant Secretary, on behalf of both reporting entities, dated 10/09/2025.
What relationship exists between CVI Investments and Heights Capital?
Heights Capital Management, Inc. serves as the investment manager to CVI Investments, Inc. and may exercise shared voting and dispositive power over the reported shares.
