Bitcoin Depot's S-1 Reveals a Self-Dealing Architecture: Self-Approved Pay, Lucky Unicorn, and 90.4% Control Without a Title

On March 31, 2026, Bitcoin Depot Inc. (NASDAQ: BTM) disclosed in a registration statement filed with the SEC that its founder, Brandon Mintz, chaired the board committee that approved his own 120 percent pay raise to $3.79 million in 2025 — at the same moment four state attorneys general were suing the company, its stock had collapsed more than 93 percent from its SPAC listing, and consumers were losing their savings at its kiosks. The S-1 makes clear this was not an oversight. It was the structure.

The same filing discloses, for the first time, that a Bitcoin Depot subsidiary has been providing free marketing, cash management, and compliance services to a personal kiosk business owned by Mintz since July 2024 — an arrangement that has produced $0 in net revenue for shareholders in two consecutive years. It confirms that despite resigning as CEO on January 1 and as Executive Chairman on March 23, Mintz still controls 90.4 percent of the voting power. And, read alongside the company’s Form 4 insider transaction filings, it raises the documented post-SPAC extraction by Mintz and his affiliated entities to more than $90 million since June 2023.

Read together, the new disclosures describe a self-dealing governance architecture rather than a clean break with the founder.

Self-Approved Compensation and the “Controlled Company” Loophole

The S-1’s Summary Compensation Table discloses that Mintz’s total 2025 compensation was $3,788,671 — a 120 percent increase over the $1,717,388 reported for 2024. The breakdown, according to the filing: $950,885 in base salary; $963,000 in non-equity incentive plan compensation; $900,000 in stock awards; and a discretionary cash bonus of $963,000, paid at 200 percent of target.

The mechanism that approved that package was a Compensation Committee chaired, the S-1 states, by Brandon Mintz himself. The filing’s exact language: “Brandon Mintz served as Chair of the Compensation Committee and also served as our President and Chief Executive Officer during 2025.”

This was structurally possible because of a circular exemption under Nasdaq listing rules. Mintz’s Class M super-voting shares give him 90.4 percent of total voting power, which qualifies Bitcoin Depot as a “controlled company” under Nasdaq Rule 5615(c). That status allows the company to opt out of the Nasdaq requirement that the Compensation Committee be composed entirely of independent directors. With that requirement waived, Mintz sat as Chair of the committee that set his own pay. The same voting power that activated the exemption is the power Mintz could use to block any governance reform that might revoke it.

The S-1 also discloses, in its Related Party Transactions section, what it characterizes as an “unwritten arrangement” governing Mintz’s compensation for the Executive Chairman role he held briefly between January 1 and March 23, 2026: a $765,000 annual base salary, a target annual cash bonus equal to 75 percent of base, and an annual long-term equity incentive target of $850,000. The filing’s own description — “unwritten arrangement” — is significant: even the post-CEO compensation for the company’s controlling shareholder was never reduced to a formal written contract. For a public company whose 2025 10-K simultaneously acknowledged that disclosure controls were not effective, the existence of an undocumented compensation arrangement for the controlling shareholder raises the question of what other material terms exist without formal documentation.

Lucky Unicorn LLC: A Related-Party Kiosk Deal at Company Expense

On July 10, 2024, Kiosk Technicians LLC — a Bitcoin Depot subsidiary identified in the S-1 as the “Service Provider” — entered into a Kiosk Service Agreement with Lucky Unicorn LLC, an entity wholly owned by Brandon Mintz. According to the filing, Lucky Unicorn owns and operates kiosks “unrelated to the Company’s Bitcoin ATM business.”

Under the agreement, the Bitcoin Depot subsidiary provides Lucky Unicorn with a slate of administrative services including marketing, cash management, asset management, and assistance with regulatory filings and compliance — the same operational backbone the public company uses to run its own ATM network. In exchange, the subsidiary is entitled to receive 30 percent of net profits generated by the Lucky Unicorn machines.

According to the S-1, those net profits were $0 in both 2024 and 2025. The agreement carries a three-year initial term with automatic one-year renewals and is terminable by either party on 90 days’ notice.

The effect, on the face of the filing, is that Mintz’s personal kiosk business has received Bitcoin Depot’s infrastructure, staff capacity, and compliance apparatus at no cost for the entire period the arrangement has been in place. The S-1 does not disclose the value of those services, whether Lucky Unicorn competes with Bitcoin Depot for host locations or customers, or whether independent directors approved the agreement before it went into effect.

For securities lawyers, the relevant question is whether a related-party arrangement that delivers operational services from a public company’s subsidiary to its controlling shareholder’s personal business — and that has produced no offsetting revenue for two consecutive years — was negotiated on arm’s-length terms. The filing offers no answer.

Control Without Title

Mintz resigned as Chief Executive Officer of Bitcoin Depot on January 1, 2026. He resigned as Executive Chairman on March 23, 2026. The S-1 makes clear that those resignations did not change the underlying control architecture in any meaningful way.

According to the filing’s Beneficial Ownership table, Mintz, through BD Investment Holdings II LLC (of which he is the sole managing member), retains 5,406,586 Class M common shares carrying 10 votes each — representing 90.4 percent of Bitcoin Depot’s total voting power. Class M shares are the company’s super-voting class; Class A common shares, the only class held by public investors, carry one vote each.

The S-1 also discloses that Mintz retains:

• A board seat and a contractual designation of “advisor to the Chief Executive Officer”;
• Contingent equity rights to up to 2,142,857 additional Class A shares, vesting in three tranches if the stock reaches $12, $14, and $16 per share (adjusted for the company’s recent 1:7 reverse stock split) before periods ending in June 2030, 2031, and 2033;
• “Controlled company” status under Nasdaq listing rules, which exempts Bitcoin Depot from requirements for a majority-independent board, an independent Compensation Committee, and an independent Nominating Committee.

The S-1’s risk factors state, in the company’s own words, that Mintz “will be able to substantially influence matters requiring stockholder or board approval, including the election of directors, approval of any potential acquisition of us, changes to our organizational documents and significant corporate transactions.”

The structural effect is that Mintz has stepped out of every officer role that carried personal Sarbanes-Oxley certification liability while retaining the voting power required to choose the directors who will oversee his successors — and to block any governance reform that might constrain him.

Court exhibits filed in the Cash Cloud adversary proceeding show Mintz’s approach to risk was direct: in a 2022 email ordering Coin Cloud’s ATM network shut down while a Canadian court undertaking was in effect, he wrote he was “comfortable with the risks” (Doc 134, Exhibit 3).

The Updated $90 Million Extraction Tally

With the figures disclosed in the S-1, combined with insider sales documented across 23 Form 4 filings under SEC CIK 1952409, the documented post-SPAC extraction by Mintz and his affiliated entities since the June 2023 SPAC listing now exceeds $90 million. The S-1 directly substantiates $71.1 million of that total. The remainder is documented from independent SEC insider transaction filings.

Note: Excludes pre-2023 distributions and non-cash equity awards, including the 42,857 restricted stock units granted to Mintz on March 27, 2026 — four days after he resigned as Executive Chairman. The S-1 directly substantiates $71.1M ($61.8M in distributions to BT Assets plus $9.3M in TRA termination payments). The ~$19.2M in stock sales is independently documented from 23 SEC Form 4 filings under CIK 1952409.

Leadership Chaos: Three CEOs in 82 Days

The S-1 also documents extraordinary leadership instability at the top of Bitcoin Depot. Scott Buchanan, who replaced Mintz as CEO on January 1, 2026, resigned on March 23 after just 82 days in the role. Mintz simultaneously resigned as Executive Chairman. The same day, Bitcoin Depot announced the appointment of Alex Holmes — the former chief executive of MoneyGram International — as both Chief Executive Officer and Chairman of the Board. Three CEOs in 82 days.

According to the filing, Holmes’s compensation package includes a $1 million annual base salary, a target annual cash bonus of at least 100 percent of base ($1 million or more), a $500,000 sign-on bonus, a performance cash award with a $1.5 million target and a $3 million maximum, and 742,574 restricted stock units vesting over three years. Unlike the “unwritten arrangement” that governed Mintz’s Executive Chairman pay, Holmes’s terms are reduced to a formal employment agreement.

Other personnel disclosures in the S-1 add to the picture of a management team being bound to the company with cash. Chief Legal Officer Chris Ryan resigned in February 2026, then returned as General Counsel on March 30, 2026. According to the filing, Ryan forfeited all of his prior equity awards on his earlier departure; on his return, he was rehired at a base salary of $400,000 (up from $300,000) plus a $300,000 retention bonus and 99,010 restricted stock units. Chief Financial Officer David Gray was granted a $900,000 retention bonus payable in three installments of $300,000 each.

The filing also discloses that on February 27, 2026, Bitcoin Depot acquired Kutt, a peer-to-peer social betting platform, for 651,786 shares of Class A common stock. According to the S-1, this was the company’s first acquisition outside its Bitcoin ATM business.

Read together, the S-1’s disclosures describe a management cohort the company felt the need to bind to itself with retention payments and equity grants, a Chief Legal Officer whose departure and return inside the same six-week window came with a 33 percent base-salary increase, and a strategic posture being rewritten in real time with an unrelated-business acquisition. Whether Holmes can stabilize the operating business while the related-party arrangements disclosed in the same filing remain in place will be the test of the next several quarters.

What to Watch

Several questions follow directly from the disclosures in the S-1, and may shape securities, regulatory, and shareholder responses in the coming months:

• SEC scrutiny of the related-party arrangement. Whether the Lucky Unicorn LLC Kiosk Service Agreement — under which a public company’s subsidiary provides marketing, cash management, and compliance services to its controlling shareholder’s personal kiosk business with no net revenue flowing back — draws attention from the Division of Corporation Finance or the Division of Enforcement as a self-dealing transaction at the expense of public shareholders.
• Compensation Committee independence. Whether the disclosure that Mintz chaired the committee that approved his own compensation, while serving as President and CEO, draws institutional shareholder responses or derivative litigation, particularly given the “controlled company” exemption’s circular dependence on the same voting power that produced the conflict.
• The undocumented Executive Chairman terms. Whether the S-1’s acknowledgment that material compensation terms for the controlling shareholder were governed by an “unwritten arrangement” prompts the SEC to ask what other material terms remain undocumented.
• Stockholder action. Whether the documented $90 million in post-SPAC extraction, paired with a stock that has lost more than 93 percent of its value since the June 2023 listing, prompts derivative or class-action filings tied to the new disclosures.
• The next set of Form 4s. The S-1 registers shares for resale by sellers from the Kutt acquisition, and could precede further insider dispositions. New filings under CIK 1952409 will indicate whether the extraction documented above continues into 2026.