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| CIK | 1901799 |
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Bitcoin Depot Inc. - Equity Warrant
SEC Filings (Chronological Order)
Denne side giver en komplet, kronologisk liste over SEC-arkiveringer, eksklusive ejerskabsregistreringer, som vi leverer andre steder.
| May 19, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): May 18, 2026 Bitcoin Depot Inc. (Exact name of registrant as specified in its charter) Delaware 001-41305 87-3219029 (State or other jurisdiction of incorporation or organization) (Co |
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| May 18, 2026 |
EX-99.1 Exhibit 99.1 Bitcoin Depot Initiates Voluntary Chapter 11 Process to Facilitate an Orderly Wind-Down and Sale of the Company’s Assets ATLANTA, May 18, 2026 – Bitcoin Depot (NASDAQ: BTM), a U.S.-based Bitcoin ATM (“BTM”) operator and leading fintech company, today announced that it has initiated a voluntary Chapter 11 process in the U.S. Bankruptcy Court for the Southern District of Texas t |
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| May 18, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): May 13, 2026 Bitcoin Depot Inc. (Exact name of registrant as specified in its charter) Delaware 001-41305 87-3219029 (State or other jurisdiction of incorporation or organization) (Co |
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| May 12, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 6, 2026 Bitcoin Depot Inc. (Exact name of registrant as specified in its charter) Delaware 001-41305 87-3219029 (State or other jurisdiction of incorporation or organization) (Com |
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| May 12, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SEC FILE NUMBER 001-41305 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): ¨ Form 10-K ¨ Form 20-F ¨ Form 11-K x Form 10-Q ¨ Form 10-D ¨ Form N-SAR ¨ Form N-CSR For Period Ended: March 31, 2026 ¨ Transition Report on Form 10-K ¨ Transition Report on Form 20-F ¨ Transition Report on Form 11-K ¨ Transition Report on Form 10- |
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| April 13, 2026 |
BITCOIN DEPOT INC. 651,786 Shares of Class A Common Stock 424B3 Table of Contents Filed Pursuant to 424(b)(3) Registration No. 333-294785 BITCOIN DEPOT INC. 651,786 Shares of Class A Common Stock This prospectus relates to the offering and resale by the selling stockholders identified herein (the “Selling Stockholders”) of up to 651,786 shares (the “offered shares”) of Class A common stock, par value $0.0001 per share (“Class A common stock”), of Bitcoin |
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| April 10, 2026 |
Table of Contents As filed with the Securities and Exchange Commission on April 10, 2026 Registration No. |
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| April 8, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 6, 2026 Bitcoin Depot Inc. (Exact name of registrant as specified in its charter) Delaware 001-41305 87-3219029 (State or other jurisdiction of incorporation or organization) (C |
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| April 7, 2026 |
Bitcoin Depot Inc. 8601 Dunwoody Place Sandy Springs, GA 30350 (678) 435-9604 Bitcoin Depot Inc. 8601 Dunwoody Place Sandy Springs, GA 30350 (678) 435-9604 April 7, 2026 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F. Street, NE Washington, DC 20549 Re: Request for Acceleration of Effectiveness of Registration Statement on Form S-1 (File No. 333-294785) of Bitcoin Depot Inc. (the “Registrant”) Ladies and Gentlemen: Pursuant to Rule 4 |
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| April 6, 2026 |
April 6, 2026 W. Alexander Holmes Chief Executive Officer Bitcoin Depot Inc. 8601 Dunwoody Place Sandy Springs , GA 30350 Re: Bitcoin Depot Inc. Registration Statement on Form S-1 Filed March 31, 2026 File No. 333-294785 Dear W. Alexander Holmes: This is to advise you that we have not reviewed and will not review your registration statement. Please refer to Rules 460 and 461 regarding requests for |
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| March 31, 2026 |
EX-2.7 Exhibit 2.7 STOCK PURCHASE AGREEMENT by and among Each of the persons and entities listed on Schedule A as the Sellers, BITCOIN DEPOT, INC. as the Buyer and Simeon Harmon as the Sellers’ Representative Dated as of February 27, 2026 TABLE OF CONTENTS ARTICLE 1 PURCHASE AND SALE 1 Section 1.1 Purchase and Sale 1 Section 1.2 Purchase Price 1 ARTICLE 2 CLOSING 2 Section 2.1 Closing 2 Section 2. |
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| March 31, 2026 |
Calculation of Filing Fee Tables S-1 Bitcoin Depot Inc. Table 1: Newly Registered and Carry Forward Securities ☐Not Applicable Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Carry Forward Form Type Carry Forward File Number Carry Forward Initial |
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| March 31, 2026 |
EX-10.4 Exhibit 10.4 Bitcoin Depot 2870 Peachtree Rd #327 Atlanta, GA, 30305 678-435-9604 Bitcoindepot.com March 30, 2026 Dear Mr. Ryan, Your continued leadership is important to the financial growth and success of Bitcoin Depot Inc., a Delaware corporation (the “Company”). The Company is therefore offering you a retention bonus (the “Retention Bonus”) in the aggregate amount of $300,000, in consi |
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| March 31, 2026 |
EX-10.2 Exhibit 10.2 Bitcoin Depot 2870 Peachtree Rd #327 Atlanta, GA, 30305 678-435-9604 Bitcoindepot.com March 30, 2026 Dear Mr. Gray, Your continued leadership is important to the financial growth and success of Bitcoin Depot Inc., a Delaware corporation (the “Company”). The Company is therefore offering you a retention bonus (the “Retention Bonus”) in the aggregate amount of $900,000, in consi |
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| March 31, 2026 |
EX-10.3 Exhibit 10.3 Bitcoin Depot 2870 Peachtree Rd #327 Atlanta, GA, 30305 678-435-9604 Bitcoindepot.com March 30, 2026 Chris Ryan Dear Chris: On behalf of Bitcoin Depot Operating, LLC d/b/a Bitcoin Depot (“Bitcoin Depot”) it is my pleasure to extend you an offer of full-time employment with Bitcoin Depot as General Counsel and Corporate Secretary. Given your recent employment, while this offer |
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| March 31, 2026 |
Table of Contents As filed with the Securities and Exchange Commission on March 31, 2026 Registration No. |
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| March 31, 2026 |
EX-10.1 Exhibit 10.1 EMPLOYMENT AGREEMENT This Employment Agreement (“Agreement”) is made and entered into by and between Bitcoin Depot Operating LLC, a Delaware limited liability company, and any successors thereto (the “Company”), and W. Alexander Holmes (“Employee”) effective as of March 27, 2026 (the “Effective Date”). 1. Employment. During the Employment Period (as defined in Section 4), the |
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| March 31, 2026 |
EX-10.13 Exhibit 10.13 AMENDMENT NO. 1 TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT Dated as of March 14, 2025 among BT HOLDCO LLC, as Holdings, KIOSK HOLDCO LLC, as Borrower, the Subsidiary Guarantors from time to time party hereto, THE LENDERS PARTY HERETO FROM TIME TO TIME, as Lenders, and SILVERVIEW CREDIT PARTNERS LP, as Administrative Agent DOCUMENT PAGE 1. Amendment No 1 to the Second A |
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| March 31, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 23, 2026 Bitcoin Depot Inc. (Exact name of registrant as specified in its charter) Delaware 001-41305 87-3219029 (State or other jurisdiction of incorporation or organization) |
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| March 24, 2026 |
Bitcoin Depot Announces Executive Chair & CEO Transition; Names Alex Holmes as Chairman & CEO Board Unanimously Appoints Veteran Fintech Executive with Deep Expertise in Global Payments, Digital Assets, and Regulatory Compliance Atlanta, Georgia, March 24, 2026 — Bitcoin Depot (NASDAQ: BTM) (“Bitcoin Depot” or the “Company”), a U. |
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| March 24, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 19, 2026 Bitcoin Depot Inc. (Exact name of registrant as specified in its charter) Delaware 001-41305 87-3219029 (State or other jurisdiction of incorporation or organization) ( |
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| March 18, 2026 |
BITCOIN DEPOT INC. PARTICIPANT EXHIBIT A Exhibit 10.27 Bitcoin Depot 3343 Peachtree Rd NE Suite 750 Atlanta, GA, 30326 678-435-9604 Bitcoindepot.com BITCOIN DEPOT INC. 2023 OMNIBUS INCENTIVE PLAN NON-EMPLOYEE DIRECTOR RESTRICTED STOCK UNIT GRANT NOTICE Pursuant to the terms and conditions of the Bitcoin Depot Inc. 2023 Omnibus Incentive Plan, as amended from time to time (the “Plan”), Bitcoin Depot Inc., a Delaware corporation (the “Comp |
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| March 18, 2026 |
Bitcoin Depot Inc. List of subsidiaries Exhibit 21.1 Bitcoin Depot Inc. List of subsidiaries Bitcoin Depot Inc. has the following subsidiaries as of December 31, 2025: Subsidiary Jurisdiction of Incorporation or Organization Percentage of Voting Securities Owned by Immediate Parent BT Holdco LLC Delaware 100% BCD Merger Sub LLC. Delaware 100% Bitcoin Depot Operating LLC Delaware 100% Intuitive Software, LLC Canada 100% Digital Gold Vent |
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| March 18, 2026 |
Exhibit 4.3 DESCRIPTION OF BITCOIN DEPOT INC.’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 Authorized and Outstanding Capital Stock The Second Amended and Restated Certificate of Incorporation (as amended from time to time, the “Charter”) authorizes the issuance of 2,272,250,000 shares of capital stock, comprised of 800,000,000 shares of Class A common stoc |
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| March 18, 2026 |
Exhibit 10.30 Nelson Mullins Draft April 20, 2020 BITCOIN DEPOT SALE BONUS AGREEMENT This Sale Bonus Agreement (this “Agreement”) is made and entered into as of the 21st day of July , 20 20(the “Effective Date”), by and between Lux Vending, LLC d/b/a Bitcoin Depot, a Georgia limited liability company (the “Company”) and Scott Buchanan (“Employee”) (collectively, the “Parties”). WHEREAS, subject to |
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| March 18, 2026 |
BITCOIN DEPOT INC. NON-EMPLOYEE DIRECTOR COMPENSATION POLICY Exhibit 10.33 BITCOIN DEPOT INC. NON-EMPLOYEE DIRECTOR COMPENSATION POLICY This Non-Employee Director Compensation Policy (this “Policy”) of Bitcoin Depot Inc. (the “Company”), as adopted by the Board of Directors of the Company (the “Board”), effective as of August 27, 2025, sets forth the compensation that will be payable to each member of the Board who is not an employee of the Company or any o |
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| March 18, 2026 |
Exhibit 10.24 Bitcoin Depot 2870 Peachtree Rd #327 Atlanta, GA, 30305 678-435-9604 Bitcoindepot.com October 30, 2025 Elizabeth Simer Dear Elizabeth: On behalf of Bitcoin Depot Operating, LLC d/b/a Bitcoin Depot (“Bitcoin Depot”) it is my pleasure to extend you an offer of Full-time employment with Bitcoin Depot as Chief Operating Officer contingent on the successful completion of a employment veri |
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| March 18, 2026 |
BITCOIN DEPOT INC. 2023 OMNIBUS INCENTIVE PLAN PERFORMANCE-BASED RESTRICTED STOCK UNIT GRANT NOTICE Exhibit 10.29 Bitcoin Depot Inc. 3343 Peachtree Rd NE Suite 750 Atlanta, GA, 30326 678-435-9604 Bitcoindepot.com BITCOIN DEPOT INC. 2023 OMNIBUS INCENTIVE PLAN PERFORMANCE-BASED RESTRICTED STOCK UNIT GRANT NOTICE Pursuant to the terms and conditions of the Bitcoin Depot Inc. 2023 Omnibus Incentive Plan, as amended from time to time (the “Plan”), Bitcoin Depot Inc., a Delaware corporation (the “Com |
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| March 18, 2026 |
EMPLOYMENT AGREEMENT NON-DISCLOSURE AGREEMENT Exhibit 10.25 Bitcoin Depot 3343 Peachtree Rd NE Suite 750 Atlanta, GA, 30326 678-435-9604 Bitcoindepot.com EMPLOYMENT AGREEMENT This Employment Agreement (this “Agreement”) is entered into between Bitcoin Depot Operations, LLC, a Georgia Limited Liability Company (“Employer”) and (“Employee”) (collectively, the “Parties”), this 17th day of November 2025. Employer and Employee, intending to be leg |
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| March 18, 2026 |
EMPLOYMENT AGREEMENT NON-DISCLOSURE AGREEMENT Exhibit 10.23 Bitcoin Depot 3343 Peachtree Rd NE Suite 750 Atlanta, GA, 30326 678-435-9604 Bitcoindepot.com EMPLOYMENT AGREEMENT This Employment Agreement (this “Agreement”) is entered into between Bitcoin Depot Operations, LLC, a Georgia Limited Liability Company (“Employer”) and (“Employee”) (collectively, the “Parties”) this 31st day of March 2025. Employer and Employee, intending to be legally |
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| March 18, 2026 |
Exhibit 10.3 INDEMNIFICATION AGREEMENT THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made as of [DATE] (the “Effective Date”), by and between Bitcoin Depot Inc., a Delaware corporation (the “Company”), and the [EXECUTIVE] (“Indemnitee”). WITNESSETH THAT: WHEREAS, highly competent persons have become more reluctant to serve publicly-held corporations as directors, officers or in other capaci |
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| March 18, 2026 |
Exhibit 10.22 Bitcoin Depot 3343 Peachtree Rd NE Suite 750 Atlanta, GA, 30305 678-435-9604 Bitcoindepot.com March 3, 2025 David M. Gray m Dear David: On behalf of Bitcoin Depot Operating, LLC d/b/a Bitcoin Depot (“Bitcoin Depot”) it is my pleasure to extend you an offer of Full-time employment with Bitcoin Depot as Chief Financial Officer contingent on the successful completion of a employment ver |
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| March 18, 2026 |
Exhibit 10.21 Bitcoin Depot 3343 Peachtree Rd NE Suite 750 Atlanta, GA, 30305 678-435-9604 Bitcoindepot.com December 9, 2024 Chris Ryan Dear Chris: On behalf of Bitcoin Depot Operating, LLC d/b/a Bitcoin Depot (“Bitcoin Depot”) it is my pleasure to extend you an offer of Full-time employment with Bitcoin Depot as Chief Legal Officer contingent on the successful completion of a employment verificat |
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| March 18, 2026 |
Exhibit 10.19 CONTINGENT EQUITY RIGHTS AGREEMENT This Contingent Equity Rights Agreement (this “Agreement”) is made effective as of May 30, 2025, by and between Bitcoin Depot, Inc., a Delaware corporation (“PubCo”), and the BT Assets Stockholders (as defined below, collectively the “Holders”, and individually a “Holder”). RECITALS WHEREAS, BT Assets, Inc., a Delaware corporation (“BT Assets”), (ii |
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| March 18, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the annual period ended December 31, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001- |
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| March 18, 2026 |
Exhibit 10.31 Bitcoin Depot 3343 Peachtree Rd NE Suite 750 Atlanta, GA, 30326 678-435-9604 Bitcoindepot.com November 18, 2024 Scott, Your compensation will be changed effective November 18, 2024. In addition to your base pay of $350,000, you are now eligible for a biweekly bonus of $8,000. This bonus recognizes that you will be taking on the role of fractional CFO in addition to your standard duti |
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| March 18, 2026 |
BITCOIN DEPOT INC. 2023 OMNIBUS INCENTIVE PLAN RESTRICTED STOCK UNIT GRANT NOTICE Exhibit 10.28 Bitcoin Depot Inc. 3343 Peachtree Rd NE Suite 750 Atlanta, GA, 30326 678-435-9604 Bitcoindepot.com BITCOIN DEPOT INC. 2023 OMNIBUS INCENTIVE PLAN RESTRICTED STOCK UNIT GRANT NOTICE Pursuant to the terms and conditions of the Bitcoin Depot Inc 2023 Omnibus Incentive Plan, as amended from time to time (the “Plan”), Bitcoin Depot Inc., a Delaware corporation (the “Company”), hereby gran |
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| March 18, 2026 |
Exhibit 10.20+ 3343 Peachtree Rd NE Suite 750 Atlanta, GA, 30326 678-435-9604 Bitcoindepot.com EMPLOYMENT AGREEMENT This Employment Agreement (this "Agreement") is entered into between Bitcoin Depot Operations, LLC, a Georgia Limited Liability Company ("Employer") and Scott Buchanan (collectively, the "Parties") this 28th day of August 2025. Employer and Employee, intending to be legally bound, ag |
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| March 18, 2026 |
Exhibit 10.32 Bitcoin Depot 3343 Peachtree Rd NE Suite 750 Atlanta, GA, 30326 678-435-9604 Bitcoindepot.com Dear Scott Buchanan , This letter is to memorialize the changes to the previously agreed upon “BT Transaction Bonus” referenced in the Business combination between Lux Vending and GSRM. The BT Transaction Bonus was previously agreed upon to be $500,000 paid the first payroll after closing, $ |
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| March 18, 2026 |
Exhibit 10.26 10 Bitcoin Depot 3343 Peachtree Rd NE Suite 11 M Atlanta, GA, 30326 678-435-9604 Bitcoindepot.com March 24, 2020 Mark Smalley 1406 Newman Ave Lakewood, OH. 44107 Dear Mark: On behalf of Lux Vending, LLC D.B.A Bitcoin Depot it is my pleasure to extend you an offer of Full-time employment with Bitcoin Depot as AML Compliance Officer contingent on the successful completion of a backgrou |
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| March 17, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One) ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended: December 31, 2025 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q ☐ Transition Report on |
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| March 17, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 11, 2026 Bitcoin Depot Inc. (Exact name of registrant as specified in its charter) Delaware 001-41305 87-3219029 (State or other jurisdiction of incorporation or organization) ( |
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| March 16, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 16, 2026 Bitcoin Depot Inc. (Exact name of registrant as specified in its charter) Delaware 001-41305 87-3219029 (State or other jurisdiction of incorporation or organization) ( |
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| March 16, 2026 |
Bitcoin Depot Reports Fourth Quarter and Full Year 2025 Financial Results 2025 Revenue up 7% Year-Over-Year to $614. |
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| February 19, 2026 |
EX-99.1 Exhibit 99.1 February 19, 2026 Bitcoin Depot Announces Reverse Stock Split ATLANTA, Feb. 19, 2026 (GLOBE NEWSWIRE) – Bitcoin Depot Inc. (NASDAQ: BTM) (the “Company”) announced today that it will effect a one-for-seven (1:7) reverse stock split (“Reverse Split”) of its Common Stock (as defined below) that will become effective on February 23, 2026, at 12:01 a.m., Eastern time (the “Effectiv |
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| February 19, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): February 19, 2026 Bitcoin Depot Inc. (Exact Name of registrant as specified in its charter) Delaware 001-41305 86-2759890 (State or other jurisdiction of incorporation) (Commission Fi |
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| February 19, 2026 |
EX-3.1 Exhibit 3.1 CERTIFICATE OF AMENDMENT TO THE SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF BITCOIN DEPOT INC. (originally incorporated on October 14, 2021) Bitcoin Depot Inc. (the “Corporation”), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “DGCL”), hereby certifies as follows: FIRST: This Certificate of A |
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| January 23, 2026 |
DEF 14C Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| January 13, 2026 |
PRE 14C Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| January 13, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): January 12, 2026 Bitcoin Depot Inc. (Exact Name of registrant as specified in its charter) Delaware 001-41305 87-3219029 (State or other jurisdiction of incorporation) (Commission Fil |
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| December 29, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 19, 2025 Bitcoin Depot Inc. (Exact name of registrant as specified in its charter) Delaware 001-41305 87-3219029 (State or other jurisdiction of incorporation or organization |
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| December 29, 2025 |
AMENDMENT NO. 2 TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT EXECUTION VERSION AMENDMENT NO. 2 TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT THIS AMENDMENT NO. 2 TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”) is made and entered into as of December 19, 2025, by and among Silverview Credit Partners, LP, a Delaware limited partnership (“Administrative Agent”), the “Lenders” signatory hereto (the “Lenders”), Kiosk HoldCo LLC, a Delaware l |
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| December 18, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 12, 2025 Bitcoin Depot Inc. (Exact name of registrant as specified in its charter) Delaware 001-41305 87-3219029 (State or other jurisdiction of incorporation or organization |
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| November 25, 2025 |
United States Securities and Exchange Commission Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy Sta |
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| November 24, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 24, 2025 Bitcoin Depot Inc. (Exact name of registrant as specified in its charter) Delaware 001-41305 87-3219029 (State or other jurisdiction of incorporation or organization |
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| November 21, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 21, 2025 Bitcoin Depot Inc. (Exact name of registrant as specified in its charter) Delaware 001-41305 87-3219029 (State or other jurisdiction of incorporation or organization |
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| November 21, 2025 |
EX-99.1 Exhibit 99.1 Bitcoin Depot Appoints Scott Buchanan as Chief Executive Officer; Founder Brandon Mintz to Continue to Serve as Executive Chairman Company Also Names Industry Veteran Elizabeth Simer as COO ATLANTA – November 21, 2025 – Bitcoin Depot (“Bitcoin Depot” or the “Company”) (NASDAQ: BTM), a U.S.-based Bitcoin ATM (“BTM”) operator and leading fintech company, today announced a planne |
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| November 13, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 13, 2025 Bitcoin Depot Inc. (Exact name of registrant as specified in its charter) Delaware 001-41305 87-3219029 (State or other jurisdiction of incorporation or organization |
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| November 13, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Numbe |
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| November 13, 2025 |
Bitcoin Depot Reports Third Quarter 2025 Financial Results Q3 Revenue up 20% Year-Over-Year to $162. |
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| October 8, 2025 |
EX-10.1 Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of October 6, 2025, between Bitcoin Depot Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”). WHEREAS, subject to the terms and condit |
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| October 8, 2025 |
Bitcoin Depot Announces $15 Million Registered Direct Offering of Class A Common Stock EX-99.1 Exhibit 99.1 Bitcoin Depot Announces $15 Million Registered Direct Offering of Class A Common Stock Atlanta, GA, October 7, 2025 – Bitcoin Depot Inc. (Nasdaq: BTM) (“Bitcoin Depot” or the “Company”), a U.S.-based Bitcoin ATM operator, today announced that it has entered into definitive agreements to sell an aggregate of 4,285,716 shares of its Class A common stock, at a purchase price of $ |
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| October 8, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 6, 2025 Bitcoin Depot Inc. (Exact name of registrant as specified in its charter) Delaware 001-41305 87-3219029 (State or other jurisdiction of incorporation) (Commission File |
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| October 8, 2025 |
4,285,716 Shares of Class A Common Stock 424B5 Table of Contents Filed Pursuant to Rule 424(b)(5) Registration No. 333-288208 PROSPECTUS SUPPLEMENT (To Prospectus dated July 1, 2025) 4,285,716 Shares of Class A Common Stock We are offering 4,285,716 shares (the “Shares”) of our Class A common stock, par value $0.0001 per share (the “Class A common stock”), directly to institutional investors pursuant to this prospectus supplement and the |
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| October 1, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 1, 2025 Bitcoin Depot Inc. (Exact name of registrant as specified in its charter) Delaware 001-41305 87-3219029 (State or other jurisdiction of incorporation or organization) |
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| October 1, 2025 |
Bitcoin Depot Reports Strong Preliminary Third Quarter 2025 Financial Results Bitcoin Depot Reports Strong Preliminary Third Quarter 2025 Financial Results ATLANTA – October 1, 2025 –Bitcoin Depot Inc. |
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| September 3, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 28, 2025 Bitcoin Depot Inc. (Exact name of registrant as specified in its charter) Delaware 001-41305 87-3219029 (State or other jurisdiction of incorporation or organization) |
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| September 2, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A Amendment No. 1 (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 00 |
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| September 2, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 2, 2025 Bitcoin Depot Inc. (Exact name of registrant as specified in its charter) Delaware 001-41305 87-3219029 (State or other jurisdiction of incorporation or organization |
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| August 26, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 26, 2025 Bitcoin Depot Inc. (Exact name of registrant as specified in its charter) Delaware 001-41305 87-3219029 (State or other jurisdiction of incorporation or organization) |
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| August 12, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 12, 2025 Bitcoin Depot Inc. (Exact name of registrant as specified in its charter) Delaware 001-41305 87-3219029 (State or other jurisdiction of incorporation or organization) |
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| August 12, 2025 |
Bitcoin Depot Reports Second Quarter 2025 Financial Results Q2 Revenue up 6% Year-Over-Year to $172. |
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| August 12, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 00 |
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| August 1, 2025 |
424B7 Filed Pursuant to Rule 424(b)(7) Registration No. 333-273287 PROSPECTUS SUPPLEMENT NO. 5 (to Prospectus dated May 3, 2024) BITCOIN DEPOT INC. This prospectus supplement updates the prospectus filed July 17, 2023 (the “Prospectus”), which forms a part of our registration statement on Form S-1 (No. 333-273287), as amended by Post-Effective Amendment No. 2 on Form S-3 filed with the Commission |
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| July 1, 2025 |
Up to $50,000,000 Class A Common Stock 424B5 Table of Contents Filed pursuant to Rule 424(b)(5) Registration No. 333-288208 PROSPECTUS Up to $50,000,000 Class A Common Stock We have entered into an At Market Issuance Sales Agreement (the “sales agreement”) dated November 19, 2024, with H.C. Wainwright & Co., LLC as sales agent (the “Agent”), relating to the sale of shares of our Class A common stock, par value $0.0001 per share, having |
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| July 1, 2025 |
$100,000,000 Class A Common Stock Preferred Stock Table of Contents Filed pursuant to Rule 424(b)(5) Registration No. 333-288208 PROSPECTUS $100,000,000 Class A Common Stock Preferred Stock Warrants Units The following are types of securities that we may offer, issue and sell from time to time, together or separately: • shares of our Class A common stock; • shares of our preferred stock; • warrants; and • units consisting of any combination of ou |
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| June 26, 2025 |
Bitcoin Depot Inc. 3343 Peachtree Road NE, Suite 750 Atlanta, GA 30326 CORRESP Bitcoin Depot Inc. 3343 Peachtree Road NE, Suite 750 Atlanta, GA 30326 June 26, 2025 Division of Corporation Finance U.S. Securities and Exchange Commission Office of Crypto Assets 100 F Street, N.E. Washington, D.C. 20549 Attention: Sonia Bednarowski RE: Bitcoin Depot Inc. Registration Statement on Form S-3 (File No. 333-288208) Ladies and Gentlemen: Reference is made to the Registration |
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| June 26, 2025 |
June 26, 2025 Brandon Mintz Chief Executive Officer Bitcoin Depot Inc. 3343 Peachtree Road NE, Suite 750 Atlanta, GA 30326 Re: Bitcoin Depot Inc. Registration Statement on Form S-3 Filed June 20, 2025 File No. 333-288208 Dear Brandon Mintz: This is to advise you that we have not reviewed and will not review your registration statement. Please refer to Rules 460 and 461 regarding requests for accel |
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| June 23, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 23, 2025 Bitcoin Depot Inc. (Exact name of registrant as specified in its charter) Delaware 001-41305 87-3219029 (State or other jurisdiction of incorporation or organization) (C |
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| June 20, 2025 |
EX-FILING FEES Exhibit 107 Calculation of Filing Fee Tables S-3 (Form Type) Bitcoin Depot, Inc. |
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| June 20, 2025 |
As filed with the Securities and Exchange Commission on June 20, 2025 Table of Contents As filed with the Securities and Exchange Commission on June 20, 2025 Registration Statement No. |
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| May 30, 2025 |
EXECUTION VERSION AGREEMENT AND PLAN OF MERGER This Agreement and Plan of Merger (this “Agreement”) is made and entered into as of May 30, 2025 (the “Agreement Date”) by and among (i) BT Assets, Inc. |
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| May 30, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 30, 2025 Bitcoin Depot Inc. (Exact name of registrant as specified in its charter) Delaware 001-41305 87-3219029 (State or other jurisdiction of incorporation or organization) (Co |
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| May 15, 2025 |
Bitcoin Depot Reports First Quarter 2025 Financial Results Q1 Revenue up 19% Year-Over-Year to $164. |
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| May 15, 2025 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 15, 2025 Bitcoin Depot Inc. (Exact name of registrant as specified in its charter) Delaware 001-41305 87-3219029 (State or other jurisdiction of incorporation or organization) (Co |
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| May 15, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 15, 2025 Bitcoin Depot Inc. (Exact name of registrant as specified in its charter) Delaware 001-41305 87-3219029 (State or other jurisdiction of incorporation or organization) (Co |
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| May 15, 2025 |
Bitcoin Depot Reports First Quarter 2025 Financial Results Q1 Revenue up 19% Year-Over-Year to $164. |
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| May 15, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 0 |
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| April 10, 2025 |
Exhibit 19.1 INSIDER TRADING POLICY BITCOIN DEPOT INC. PURPOSE This Insider Trading Policy (the “Policy”) provides guidelines with respect to transactions in the securities of Bitcoin Depot Inc. (the “Company”) and the handling of confidential information about the Company and the companies with which the Company does business. The Company’s Board of Directors (the “Board”) has adopted this Policy |
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| April 10, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 14, 2025 Bitcoin Depot Inc. (Exact name of registrant as specified in its charter) Delaware 001-41305 87-3219029 (State or other jurisdiction of incorporation or organization) ( |
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| April 10, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 1) (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the annual period ended December 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 00 |
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| March 24, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the annual period ended December 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001- |
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| March 24, 2025 |
List of Subsidiaries of Bitcoin Depot Inc. Exhibit 21.1 Bitcoin Depot Inc. List of subsidiaries Bitcoin Depot Inc. has the following subsidiaries as of December 31, 2024: Subsidiary Jurisdiction of Incorporation or Organization Percentage of Voting Securities Owned by Immediate Parent BT Holdco LLC Delaware 100 % BT Assets, Inc. Delaware 97 % Bitcoin Depot Operating, LLC Delaware 100 % Intuitive Software, LLC Canada 100 % Digital Gold Vent |
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| March 24, 2025 |
Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 24, 2025 Bitcoin Depot Inc. (Exact name of registrant as specified in its charter) Delaware 001-41305 87-3219029 (State or other jurisdiction of incorporation or organization) ( |
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| March 18, 2025 |
Bitcoin Depot Reports Fourth Quarter and Full Year 2024 Financial Results Q4 Revenue of $136. |
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| March 18, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 18, 2025 Bitcoin Depot Inc. (Exact name of registrant as specified in its charter) Delaware 001-41305 87-3219029 (State or other jurisdiction of incorporation or organization) ( |
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| March 17, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 17, 2025 Bitcoin Depot Inc. (Exact name of registrant as specified in its charter) Delaware 001-41305 87-3219029 (State or other jurisdiction of incorporation or organization) ( |
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| January 21, 2025 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 21, 2025 Bitcoin Depot Inc. (Exact name of registrant as specified in its charter) Delaware 001-41305 87-3219029 (State or other jurisdiction of incorporation or organization) |
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| January 21, 2025 |
Bitcoin Depot Reports Strong Preliminary Fourth Quarter 2024 Results Q4 2024 Results Signal Strength and Momentum for 2025 ATLANTA – January 21, 2025 – Bitcoin Depot Inc. |
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| December 19, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 19, 2024 Bitcoin Depot Inc. (Exact name of registrant as specified in its charter) Delaware 001-41305 87-3219029 (State or other jurisdiction of incorporation or organization |
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| December 12, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 12, 2024 Bitcoin Depot Inc. (Exact name of registrant as specified in its charter) Delaware 001-41305 87-3219029 (State or other jurisdiction of incorporation or organization |
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| November 26, 2024 |
$25,000,000 Class A Common Stock Preferred Stock Table of Contents Filed pursuant to Rule 424(b)(5) Registration No. 333-283353 PROSPECTUS $25,000,000 Class A Common Stock Preferred Stock Warrants Units The following are types of securities that we may offer, issue and sell from time to time, together or separately: • shares of our Class A common stock; • shares of our preferred stock; • warrants; and • units consisting of any combination of our |
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| November 26, 2024 |
Up to $13,000,000 Class A Common Stock Filed pursuant to Rule 424(b)(5) Registration No. 333-283353 PROSPECTUS Up to $13,000,000 Class A Common Stock We have entered into an At Market Issuance Sales Agreement (the “sales agreement”) dated November 19, 2024, with H.C. Wainwright & Co., LLC as sales agent (the “Agent”), relating to the sale of shares of our Class A common stock, par value $0.0001 per share, having an aggregate purchase p |
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| November 25, 2024 |
Bitcoin Depot Inc. 3343 Peachtree Road NE, Suite 750 Atlanta, GA 30326 Bitcoin Depot Inc. 3343 Peachtree Road NE, Suite 750 Atlanta, GA 30326 November 25, 2024 Division of Corporation Finance U.S. Securities and Exchange Commission Office of Manufacturing 100 F Street, N.E. Washington, D.C. 20549 Attention: Jay Ingram and Erin Donahue RE: Bitcoin Depot Inc. Registration Statement on Form S-3 (File No. 333-283353) Ladies and Gentlemen: Reference is made to the Registr |
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| November 22, 2024 |
November 22, 2024 Felicity Lewis General Counsel, Corporate Secretary Bitcoin Depot Inc. |
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| November 20, 2024 |
As filed with the Securities and Exchange Commission on November 20, 2024 S-3 Table of Contents As filed with the Securities and Exchange Commission on November 20, 2024 Registration Statement No. |
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| November 20, 2024 |
EX-FILING FEES Exhibit 107 Calculation of Filing Fee Tables S-3 (Form Type) Bitcoin Depot, Inc. |
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| November 20, 2024 |
EX-1.2 Exhibit 1.2 BITCOIN DEPOT INC. Class A Common Stock (par value $0.0001 per share) At Market Issuance Sales Agreement November 19, 2024 H.C. Wainwright & Co., LLC 430 Park Avenue New York, New York 10022 Ladies and Gentlemen: Bitcoin Depot Inc., a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with H.C. Wainwright & Co., LLC (the “Agent”) as follows: 1. Issua |
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| November 18, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 15, 2024 Bitcoin Depot Inc. (Exact name of registrant as specified in its charter) Delaware 001-41305 87-3219029 (State or other jurisdiction of incorporation or organization |
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| November 14, 2024 |
Supplemental Consolidating Information Exhibit 2.6 The supplemental consolidating data includes separate legal entity data for the Company's entities, Bitcoin Depot Operating, LLC (“BT OpCo”), BT HoldCo, LLC (“BT HoldCo”), and Bitcoin Depot Inc. ("PubCo"). This information is presented to highlight the separate financial statement impacts of the entities. Management determined that EPS was not presented for periods prior to the Merger |
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| November 14, 2024 |
BTM / Bitcoin Depot Inc. / Owl Creek Asset Management, L.P. - BITCOIN DEPOT INC. Passive Investment SC 13G 1 p24-3078sc13g.htm BITCOIN DEPOT INC. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Bitcoin Depot Inc. (Name of Issuer) Class A Common Stock, $0.0001 par value per share (Title of Class of Securities) 09174P105 (CUSIP Number) September 30, 2024 (Date of Event Which Requires Filing of this Statement) Check |
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| November 14, 2024 |
JOINT ACQUISITION STATEMENT PURSUANT TO RULE 13d-1(k) EX-99.1 2 p24-3078exhibit991.htm JOINT ACQUISITION STATEMENT EXHIBIT 99.1 JOINT ACQUISITION STATEMENT PURSUANT TO RULE 13d-1(k) The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity |
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| November 14, 2024 |
BTM / Bitcoin Depot Inc. / LMR Partners LLP Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Bitcoin Depot Inc. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 09174P105 (CUSIP Number) September 30, 2024 (Date of event which requires filing of this statement) Check the appropriate box to designat |
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| November 14, 2024 |
BTM / Bitcoin Depot Inc. / ARISTEIA CAPITAL LLC Passive Investment SC 13G 1 formsc13gbitcoindepotinc.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G (Rule 13d-102) Under the Securities Exchange Act of 1934 (Amendment No. *) Bitcoin Depot Inc. (Name of Issuer) Class A Common Stock, $0.0001 par value per share (Title of Class of Securities) 09174P105 (CUSIP Number) September 30, 2024 (Date of Event Which Requires Filing of t |
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| November 14, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Numbe |
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| November 13, 2024 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 13, 2024 Bitcoin Depot Inc. (Exact name of registrant as specified in its charter) Delaware 001-41305 87-3219029 (State or other jurisdiction of incorporation or organization |
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| November 13, 2024 |
Bitcoin Depot Reports Third Quarter 2024 Financial Results Bitcoin Depot Reports Third Quarter 2024 Financial Results ATLANTA – November 13, 2024 – Bitcoin Depot Inc. |
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| November 7, 2024 |
United States Securities and Exchange Commission Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy Sta |
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| November 7, 2024 |
United States Securities and Exchange Commission Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy Sta |
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| October 18, 2024 |
BTM / Bitcoin Depot Inc. / Radcliffe Capital Management, L.P. - SC 13G/A Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G* (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2 (Amendment No. 1) Bitcoin Depot Inc. (Name of Issuer) Class A common stock, par value $0.0001 per share (Title of Class of Securities) 09174P105 (CUSIP Number |
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| September 23, 2024 |
EX-99.1 2 tm2424440d1ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, the undersigned agree to the joint filing of a Statement on Schedule 13G (including any and all amendments thereto) with respect to the common stock of Bitcoin Depot Inc. and further agree to the filing of this agreement as an E |
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| September 23, 2024 |
BTM / Bitcoin Depot Inc. / Paul Andrew Mitchell - SC 13G Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* BITCOIN DEPOT INC. (Name of Issuer) Class A Common Stock, $0.0001 par value per share (Title of Class of Securities) 09174P105 (CUSIP Number) April 24, 2024 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the |
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| August 27, 2024 |
Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 23, 2024 Bitcoin Depot Inc. (Exact name of registrant as specified in its charter) Delaware 001-41305 87-3219029 (State or other jurisdiction of incorporation or organization) |
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| August 27, 2024 |
Letter from KPMG LLP to the U.S. Securities and Exchange Commission, dated August 27, 2024 Exhibit 16.1 August 27, 2024 Securities and Exchange Commission Washington, D.C. 20549 Ladies and Gentlemen: We were previously principal accountants for Bitcoin Depot Inc. and subsidiaries (the Company) and, under the date of April 15, 2024, we reported on the consolidated financial statements of the Company as of and for the years ended December 31, 2023 and 2022. On August 23, 2024, we were dis |
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| August 20, 2024 |
Exhibit 107 Calculation of Filing Fee Tables S-3 (Form Type) Bitcoin Depot, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Newly Re |
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| August 20, 2024 |
As filed with the Securities and Exchange Commission on August 19, 2024 Table of Contents As filed with the Securities and Exchange Commission on August 19, 2024 Registration Statement No. |
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| August 16, 2024 |
Table of Contents Filed Pursuant to Rule 424(b)(3) Registration No. 333-273287 PROSPECTUS SUPPLEMENT NO. 4 (to Prospectus dated May 3, 2024) BITCOIN DEPOT INC. Up to 83,747,027 Shares of Class A Common Stock Up to 43,848,750 Shares of Class A Common Stock Underlying Warrants Up to 12,223,750 Warrants to Purchase Class A Common Stock This prospectus supplement supplements the prospectus dated May 3 |
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| August 16, 2024 |
Supplemental Consolidating Information Exhibit 2.6 The supplemental consolidating data includes separate legal entity data for the Company's entities, Bitcoin Depot Operating, LLC (“BT OpCo”), BT HoldCo, LLC (“BT HoldCo”), and Bitcoin Depot Inc. ("PubCo"). This information is presented to highlight the separate financial statement impacts of the entities. Management determined that EPS was not presented for periods prior to the Merger |
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| August 15, 2024 |
Supplemental Consolidating Information Exhibit 2.6 The supplemental consolidating data includes separate legal entity data for the Company's entities, Bitcoin Depot Operating, LLC (“BT OpCo”), BT HoldCo, LLC (“BT HoldCo”), and Bitcoin Depot Inc. ("PubCo"). This information is presented to highlight the separate financial statement impacts of the entities. Management determined that EPS was not presented for periods prior to the Merger |
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| August 15, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 12b-25 NOTIFICATION OF LATE FILING (Check one): [ ] Form 10-K [ ] Form 20-F [ ] Form 11-K [X] Form 10-Q [ ] Form 10-D [ ] Form N-SAR [ ] Form N-CSR For Period Ended: June 30, 2024 [ ] Transition Report on Form 10-K [ ] Transition Report on Form 20-F [ ] Transition Report on Form 11-K [ ] Transition Report on Form 10-Q [ ] |
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| August 15, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 00 |
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| August 13, 2024 |
Bitcoin Depot Reports Second Quarter 2024 Financial Results Revenue of $163.1 Million With a Significant Expansion in Net Income to $4.4 Million Compared to Q1 2024 Exceeded Goal of Having Over 8,000 Active Bitcoin ATMs Five Months Ahead of Schedule ATLANTA – August 13, 2024 – Bitcoin Depot Inc. (“Bitcoin Depot” or the “Company”), a U.S.-based Bitcoin ATM operator and leading fintech company, toda |
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| August 13, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 13, 2024 Bitcoin Depot Inc. (Exact name of registrant as specified in its charter) Delaware 001-41305 87-3219029 (State or other jurisdiction of incorporation or organization) |
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| July 15, 2024 |
Filed Pursuant to Rule 424(b)(3) Registration No. 333-273287 PROSPECTUS SUPPLEMENT NO. 3 (to Prospectus dated May 3, 2024) BITCOIN DEPOT INC. Up to 83,747,027 Shares of Class A Common Stock Up to 43,848,750 Shares of Class A Common Stock Underlying Warrants Up to 12,223,750 Warrants to Purchase Class A Common Stock This prospectus supplement supplements the prospectus dated May 3, 2024 (the “Prosp |
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| July 12, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 12, 2024 Bitcoin Depot Inc. (Exact name of registrant as specified in its charter) Delaware 001-41305 87-3219029 (State or other jurisdiction of incorporation or organization) (C |
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| June 28, 2024 |
Filed Pursuant to Rule 424(b)(3) Registration No. 333-273287 PROSPECTUS SUPPLEMENT NO. 2 (to Prospectus dated May 3, 2024) BITCOIN DEPOT INC. Up to 83,747,027 Shares of Class A Common Stock Up to 43,848,750 Shares of Class A Common Stock Underlying Warrants Up to 12,223,750 Warrants to Purchase Class A Common Stock This prospectus supplement supplements the prospectus dated May 3, 2024 (the “Prosp |
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| June 28, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 27, 2024 Bitcoin Depot Inc. (Exact name of registrant as specified in its charter) Delaware 001-41305 87-3219029 (State or other jurisdiction of incorporation or organization) (C |
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| June 20, 2024 |
Supplemental Consolidating Information Exhibit 2.6 The supplemental consolidating data includes separate legal entity data for the Company's entities, Bitcoin Depot Operating, LLC (“BT OpCo”), BT HoldCo, LLC (“BT HoldCo”), and Bitcoin Depot Inc. (PubCo"). This information is presented to highlight the separate financial statement impacts of the entities. Management determined that EPS was not presented for periods prior to the Merger a |
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| June 20, 2024 |
Table of Contents Filed Pursuant to Rule 424(b)(8) Registration No. 333-273287 PROSPECTUS SUPPLEMENT NO. 4 (to Prospectus dated May 3, 2024) BITCOIN DEPOT INC. Up to 83,747,027 Shares of Class A Common Stock Up to 43,848,750 Shares of Class A Common Stock Underlying Warrants Up to 12,223,750 Warrants to Purchase Class A Common Stock This prospectus supplement supplements the prospectus dated April |
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| May 15, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March, 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: |
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| May 15, 2024 |
Supplemental Consolidating Information Exhibit 2.6 The supplemental consolidating data includes separate legal entity data for the Company's entities, Bitcoin Depot Operating, LLC (“BT OpCo”), BT HoldCo, LLC (“BT HoldCo”), and Bitcoin Depot Inc. (PubCo"). This information is presented to highlight the separate financial statement impacts of the entities. Management determined that EPS was not presented for periods prior to the Merger a |
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| May 14, 2024 |
Bitcoin Depot Reports First Quarter 2024 Financial Results Strengthens Footprint with Over 2,000 New Retail Locations Signed in the First Quarter of 2024 Committed to Acquire Approximately 3,200 Additional Kiosks Year-to-Date to Support Expansion Strategy Remains on Track to Deploy 8,000 Kiosks by the End of 2024 ATLANTA – May 14, 2024 – Bitcoin Depot Inc. |
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| May 14, 2024 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 14, 2024 Bitcoin Depot Inc. (Exact name of registrant as specified in its charter) Delaware 001-41305 87-3219029 (State or other jurisdiction of incorporation or organization) (Co |
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| April 29, 2024 |
Power of Attorney (included on signature page hereto). As filed with the Securities and Exchange Commission on April 29, 2024 No. 333-273287 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Post-Effective Amendment No. 1 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 BITCOIN DEPOT INC. (Exact name of registrant as specified in its charter) Delaware 6199 87-3219029 (State or other jurisdiction of incorporatio |
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| April 29, 2024 |
Supplemental Consolidating Information Exhibit 2.6 The supplemental consolidating data includes separate legal entity data for the Company’s entities, Bitcoin Depot Operating, LLC (“BT OpCo”), BT HoldCo, LLC (“BT HoldCo”), and Bitcoin Depot Inc. (PubCo”). This information is presented to highlight the separate financial statement impacts of the entities. Management determined that EPS was not presented for periods prior to the Merger a |
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| April 22, 2024 |
EX-99.2 3 tm2412306d1ex2.htm EXHIBIT 2 Exhibit 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, |
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| April 22, 2024 |
EX-99.3 4 tm2412306d1ex3.htm EXHIBIT 3 Exhibit 3 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, each of the undersigned Reporting Persons hereby agrees to the joint filing, along with all other such Reporting Persons, on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the Class A |
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| April 22, 2024 |
BTM / Bitcoin Depot Inc. / D. E. SHAW & CO, L.P. - SC 13G/A Passive Investment SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Amendment No. 1)* Under the Securities Exchange Act of 1934 Bitcoin Depot Inc. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 09174P105 (CUSIP Number) April 18, 2024 (Date of Event Which Requires Filing of this Statement) Check the following box to designate the rule pursuant |
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| April 22, 2024 |
EX-99.1 2 tm2412306d1ex1.htm EXHIBIT 1 Exhibit 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, |
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| April 15, 2024 |
Exhibit 2.6 The supplemental consolidating data includes separate legal entity data for the Company's entities, Bitcoin Depot Operating, LLC (“BT OpCo”), BT HoldCo, LLC (“BT HoldCo”), and Bitcoin Depot Inc. (PubCo"). This information is presented to highlight the separate financial statement impacts of the entities. Management determined that EPS was not presented for periods prior to the Merger a |
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| April 15, 2024 |
Offer Letter with Glen Leibowitz Exhibit 10.18 ` Bitcoin Depot 3343 Peachtree Rd NE Suite 750 Atlanta, GA, 30326 678-435-9604 Bitcoindepot.com October 25, 2022 Dear Glen: On behalf of Lux Vending, LLC d/b/a Bitcoin Depot(“Bitcoin Depot”) it is my pleasure to extend you an offer of Full-time employment with Bitcoin Depot as Chief Financial Officer contingent on the successful completion of a background check,motor vehicle report a |
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| April 15, 2024 |
Bonus Award Letter 2023 with Scott Buchanan Exhibit 10.17 Scott Buchanan This letter is to document your compensation for the 2024 calendar year, payable in accordance with our standard payroll process at the beginning of March. You will be paid a $50,000 bonus less applicable taxes and deductions, payable in accordance with our standard payroll process at the beginning of March. This bonus represents 50% of your bonus potential earned for |
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| April 15, 2024 |
List of Subsidiaries of Bitcoin Depot Inc. Exhibit 21.1 Bitcoin Depot Inc. List of subsidiaries Bitcoin Depot Inc. has the following subsidiaries as of December 31, 2023: Subsidiary Jurisdiction of Incorporation or Organization Percentage of Voting Securities Owned by Immediate Parent BT Holdco LLC Delaware 100 % BT Assets, Inc. Delaware 97 % Bitcoin Depot Operating, LLC Delaware 100 % Intuitive Software, LLC Canada 100 % Digital Gold Vent |
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| April 15, 2024 |
Exhibit 97.1 CLAWBACK POLICY BITCOIN DEPOT INC. PURPOSE Bitcoin Depot Inc. (the “Company”) believes that it is in the best interests of the Company and its shareholders to create and maintain a culture that emphasizes integrity and accountability and that reinforces the Company’s pay-for-performance compensation philosophy. The Company’s Board of Directors (the “Board”) has therefore adopted this |
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| April 15, 2024 |
Exhibit 4.3 DESCRIPTION OF BITCOIN DEPOT, INC.’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 Authorized and Outstanding Capital Stock The Amended and Restated Charter authorizes the issuance of 2,272,250,000 shares of capital stock, comprised of 800,000,000 shares of Class A common stock (each of which is entitled to one vote per share), 20,000,000 shares of |
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| April 15, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the annual period ended December 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001- |
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| April 1, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One) ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended: December 31, 2023 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q ☐ Transition Report on |
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| March 29, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 29, 2024 Bitcoin Depot Inc. (Exact name of registrant as specified in its charter) Delaware 001-41305 87-3219029 (State or other jurisdiction of incorporation or organization) ( |
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| March 25, 2024 |
Bitcoin Depot Reports Fourth Quarter and Full Year 2023 Financial Results FY 2023 Record Revenue of $689 Million, Up 7% Year-over-Year FY 2023 Net Income of $1. |
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| March 25, 2024 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 25, 2024 Bitcoin Depot Inc. (Exact name of registrant as specified in its charter) Delaware 001-41305 87-3219029 (State or other jurisdiction of incorporation or organization) ( |
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| February 14, 2024 |
GSR / Old Mutual ETF / Roystone Capital Management LP Passive Investment SC 13G/A 1 d1096340213g-a.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Bitcoin Depot Inc. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 09174P105 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Statement) Check the |
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| February 14, 2024 |
GSR / Old Mutual ETF / AWM Investment Company, Inc. - BTM 13G Passive Investment SC 13G 1 Bitcoin13g123123t.txt BTM 13G THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Bitcoin Depot, Inc. (Name of Issuer) Class A Common Stock, $0.0001 Par Value (Title of Class of Securities) 09174P105 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Statement) Check |
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| February 14, 2024 |
GSR / Old Mutual ETF / Polar Asset Management Partners Inc. - BITCOIN_DEPOT Passive Investment Securities and Exchange Commission, Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.)* (Name of Issuer) Bitcoin Depot Inc. (formerly known as GSR II Meteora Acquisition Corp.) (Title of Class of Securities) Class A Common Stock, par value $0.0001 per share (CUSIP Number) 09174P105 (Date of Event Which Requires Filing of this Statement) 12/31/2023 Check t |
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| February 12, 2024 |
GSR / Old Mutual ETF / LMR Partners LLP Passive Investment SC 13G 1 formsc13g-bitcoin.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Bitcoin Depot Inc. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 09174P105 (CUSIP Number) December 31, 2023 (Date of event which requires filing of this statement) Check th |
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| February 9, 2024 |
GSR / Old Mutual ETF / Saba Capital Management, L.P. - FORM SC 13G/A Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 2)* Bitcoin Depot Inc. (formerly known as GSR II Meteora Acquisition Corp.) (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) 09174P105 (CUSIP Number) December 31, 2023 (Date of Event which Requires Filing of this Statement) C |
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| February 8, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 8, 2024 Bitcoin Depot Inc. (Exact name of registrant as specified in its charter) Delaware 001-41305 87-3219029 (State or other jurisdiction of incorporation or organization) |
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| February 2, 2024 |
GSR / Old Mutual ETF / Hudson Bay Capital Management LP - BTM 13G/A Passive Investment SC 13G/A 1 btm13ga.htm BTM 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* Bitcoin Depot Inc. (formerly known as GSR II Meteora Acquisition Corp.) (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 09174P105 (CUSIP Number) December 31, 2023 (Date of Event Which |
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| January 19, 2024 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* Bitcoin Depot Inc. (formerly known as GSR II Meteora Acquisition Corp.) (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 09174P105 (CUSIP Number) December 31, 2023 (Date of event which requires filing of this statemen |
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| November 15, 2023 |
Table of Contents Filed Pursuant to Rule 424(b)(3) Registration No. 333-273287 PROSPECTUS SUPPLEMENT NO. 3 (to Prospectus dated September 1, 2023) BITCOIN DEPOT INC. Up to 83,747,027 Shares of Class A Common Stock Up to 43,848,750 Shares of Class A Common Stock Underlying Warrants Up to 12,223,750 Warrants to Purchase Class A Common Stock This prospectus supplement supplements the prospectus dated |
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| November 14, 2023 |
Bitcoin Depot Inc. 2023 Omnibus Incentive Plan Exhibit 10.3 BITCOIN DEPOT INC. 2023 OMNIBUS INCENTIVE PLAN ARTICLE I PURPOSE The purpose of this Bitcoin Depot Inc. 2023 Omnibus Incentive Plan (this “Plan”) is to promote the success of the Company’s business for the benefit of its stockholders by enabling the Company to offer Eligible Individuals cash and stock-based incentives in order to attract, retain, and reward such individuals and streng |
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| November 14, 2023 |
Supplemental Consolidating Information Exhibit 2.6 The supplemental consolidating data includes separate legal entity data for the Company's entities, Bitcoin Depot Operating, LLC (“BT OpCo”), BT HoldCo, LLC (“BT HoldCo”), and Bitcoin Depot Inc. (PubCo"). This information is presented to highlight the separate financial statement impacts of the entities. Management determined that EPS was not presented for periods prior to the Merger a |
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| November 14, 2023 |
Form of Non-Employee Director RSU Grant Notice and Award Agreement. Exhibit 10.4 Bitcoin Depot Inc. 3343 Peachtree Rd NE Suite 750 Atlanta, GA, 30326 678-435-9604 Bitcoindepot.com BITCOIN DEPOT INC. 2023 OMNIBUS INCENTIVE PLAN NON-EMPLOYEE DIRECTOR RESTRICTED STOCK UNIT GRANT NOTICE Pursuant to the terms and conditions of the Bitcoin Depot Inc. 2023 Omnibus Incentive Plan, as amended from time to time (the “Plan”), Bitcoin Depot Inc., a Delaware corporation (the “ |
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| November 14, 2023 |
Form 2 of Employee RSU Grant Notice and Award Agreement. Exhibit 10.6 Bitcoin Depot Inc. 3343 Peachtree Rd NE Suite 750 Atlanta, GA, 30326 678-435-9604 Bitcoindepot.com BITCOIN DEPOT INC. 2023 OMNIBUS INCENTIVE PLAN RESTRICTED STOCK UNIT GRANT NOTICE Pursuant to the terms and conditions of the Bitcoin Depot Inc. 2023 Omnibus Incentive Plan, as amended from time to time (the “Plan”), Bitcoin Depot Inc., a Delaware corporation (the “Company”), hereby gran |
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| November 14, 2023 |
Form 1 of Employee PRSU Grant Notice and Award Agreement. Exhibit 10.8 Bitcoin Depot Inc. 3343 Peachtree Rd NE Suite 750 Atlanta, GA, 30326 678-435-9604 Bitcoindepot.com BITCOIN DEPOT INC. 2023 OMNIBUS INCENTIVE PLAN PERFORMANCE-BASED RESTRICTED STOCK UNIT GRANT NOTICE Pursuant to the terms and conditions of the Bitcoin Depot Inc. 2023 Omnibus Incentive Plan, as amended from time to time (the “Plan”), Bitcoin Depot Inc., a Delaware corporation (the “Comp |
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| November 14, 2023 |
Form 3 of Employee RSU Grant Notice and Award Agreement. Exhibit 10.7 Bitcoin Depot Inc. 3343 Peachtree Rd NE Suite 750 Atlanta, GA, 30326 678-435-9604 Bitcoindepot.com BITCOIN DEPOT INC. 2023 OMNIBUS INCENTIVE PLAN RESTRICTED STOCK UNIT GRANT NOTICE Pursuant to the terms and conditions of the Bitcoin Depot Inc. 2023 Omnibus Incentive Plan, as amended from time to time (the “Plan”), Bitcoin Depot Inc., a Delaware corporation (the “Company”), hereby gran |
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| November 14, 2023 |
Form 2 of Employee PRSU Grant Notice and Award Agreement. Exhibit 10.9 Bitcoin Depot Inc. 3343 Peachtree Rd NE Suite 750 Atlanta, GA, 30326 678-435-9604 Bitcoindepot.com BITCOIN DEPOT INC. 2023 OMNIBUS INCENTIVE PLAN PERFORMANCE-BASED RESTRICTED STOCK UNIT GRANT NOTICE Pursuant to the terms and conditions of the Bitcoin Depot Inc. 2023 Omnibus Incentive Plan, as amended from time to time (the “Plan”), Bitcoin Depot Inc., a Delaware corporation (the “Comp |
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| November 14, 2023 |
Form 1 of Employee RSU Grant Notice and Award Agreement. Exhibit 10.5 Bitcoin Depot Inc. 3343 Peachtree Rd NE Suite 750 Atlanta, GA, 30326 678-435-9604 Bitcoindepot.com BITCOIN DEPOT INC. 2023 OMNIBUS INCENTIVE PLAN RESTRICTED STOCK UNIT GRANT NOTICE Pursuant to the terms and conditions of the Bitcoin Depot Inc. 2023 Omnibus Incentive Plan, as amended from time to time (the “Plan”), Bitcoin Depot Inc., a Delaware corporation (the “Company”), hereby gran |
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| November 14, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September, 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Numb |
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| November 13, 2023 |
Exhibit 99.1 Bitcoin Depot Reports Third Quarter 2023 Financial Results Revenue of $179.5 Million, Up 3% Year-over-Year Net Income of $1.1 Million, Down 68% Year-over-Year Adjusted EBITDA (non-GAAP) of $13.9 Million, Up 21% Year-over-Year Reiterates Full Year 2023 Guidance for Revenue and Adjusted EBITDA ATLANTA, Nov. 13, 2023 (GLOBE NEWSWIRE) – Bitcoin Depot Inc. (“Bitcoin Depot” or the “Company” |
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| November 13, 2023 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 13, 2023 Bitcoin Depot Inc. (Exact name of registrant as specified in its charter) Delaware 001-41305 87-3219029 (State or other jurisdiction of incorporation or organization |
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| October 18, 2023 |
Filed Pursuant to Rule 424(b)(3) Registration No. 333-273287 PROSPECTUS SUPPLEMENT NO. 2 (to Prospectus dated September 1, 2023) BITCOIN DEPOT INC. Up to 83,747,027 Shares of Class A Common Stock Up to 43,848,750 Shares of Class A Common Stock Underlying Warrants Up to 12,223,750 Warrants to Purchase Class A Common Stock This prospectus supplement supplements the prospectus dated September 1, 2023 |
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| October 4, 2023 |
424B3 Filed Pursuant to Rule 424(b)(3) Registration No. 333-273287 PROSPECTUS SUPPLEMENT NO. 1 (to Prospectus dated September 1, 2023) BITCOIN DEPOT INC. Up to 83,747,027 Shares of Class A Common Stock Up to 43,848,750 Shares of Class A Common Stock Underlying Warrants Up to 12,223,750 Warrants to Purchase Class A Common Stock This prospectus supplement supplements the prospectus dated September 1 |
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| October 4, 2023 |
Exhibit 10.1 AMENDMENT NO. 1 TO PIPE AGREEMENT This AMENDMENT NO. 1 TO PIPE AGREEMENT (this “Amendment”) is entered into on October 2, 2023, by and among the subscribers set forth on the signature pages hereto (individually, a “Subscriber” and collectively, the “Subscribers”), Bitcoin Depot Inc., a Delaware corporation (the “Issuer”) and Bitcoin Depot Operating LLC, a Delaware limited liability co |
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| October 4, 2023 |
Bitcoin Depot Amends Equity Support Agreement Exhibit 99.1 Bitcoin Depot Amends Equity Support Agreement ATLANTA October 4, 2023 — Bitcoin Depot Inc. (“Bitcoin Depot” or the “Company”), a U.S.-based Bitcoin ATM operator and leading fintech company, today announced the execution of an amendment (the “Amendment”) to the PIPE Agreement dated June 23, 2023 (the “PIPE Agreement”) between the Company, certain of its subsidiaries and the subscribers |
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| October 4, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 2, 2023 Bitcoin Depot Inc. (Exact name of registrant as specified in its charter) Delaware 001-41305 87-3219029 (State or other jurisdiction of incorporation or organization) |
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| October 4, 2023 |
Exhibit 10.2 Final Version REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of October 3, 2023, is made and entered into by and among Bitcoin Depot Inc., a Delaware corporation (the “Company”) and each of the other parties listed on the signature pages hereto (collectively, the “Holders” and each, a “Holder”). RECITALS WHEREAS, in connection with the Ho |
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| September 22, 2023 |
Bitcoin Depot Announces Share Repurchase Program Exhibit 99.1 Bitcoin Depot Announces Share Repurchase Program ATLANTA September 22, 2023 – Bitcoin Depot Inc. (“Bitcoin Depot” or the “Company”), a U.S.-based Bitcoin ATM operator and leading fintech company, today announced that its Board of Directors has authorized a share repurchase program pursuant to which the Company is authorized to repurchase up to $10 million of outstanding shares of its |
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| September 22, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 21, 2023 Bitcoin Depot Inc. (Exact name of registrant as specified in its charter) Delaware 001-41305 87-3219029 (State or other jurisdiction of incorporation or organizatio |
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| September 13, 2023 |
Form 1 of Employee RSU Grant Notice and Award Agreement. Exhibit 99.3 Bitcoin Depot Inc. 3343 Peachtree Rd NE Suite 750 Atlanta, GA, 30326 678-435-9604 Bitcoindepot.com BITCOIN DEPOT INC. 2023 OMNIBUS INCENTIVE PLAN RESTRICTED STOCK UNIT GRANT NOTICE Pursuant to the terms and conditions of the Bitcoin Depot Inc. 2023 Omnibus Incentive Plan, as amended from time to time (the “Plan”), Bitcoin Depot Inc., a Delaware corporation (the “Company”), hereby gran |
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| September 13, 2023 |
Form 2 of Employee PRSU Grant Notice and Award Agreement. Exhibit 99.7 Bitcoin Depot Inc. 3343 Peachtree Rd NE Suite 750 Atlanta, GA, 30326 678-435-9604 Bitcoindepot.com BITCOIN DEPOT INC. 2023 OMNIBUS INCENTIVE PLAN PERFORMANCE-BASED RESTRICTED STOCK UNIT GRANT NOTICE Pursuant to the terms and conditions of the Bitcoin Depot Inc. 2023 Omnibus Incentive Plan, as amended from time to time (the “Plan”), Bitcoin Depot Inc., a Delaware corporation (the “Comp |
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| September 13, 2023 |
Form 1 of Employee PRSU Grant Notice and Award Agreement. Exhibit 99.6 Bitcoin Depot Inc. 3343 Peachtree Rd NE Suite 750 Atlanta, GA, 30326 678-435-9604 Bitcoindepot.com BITCOIN DEPOT INC. 2023 OMNIBUS INCENTIVE PLAN PERFORMANCE-BASED RESTRICTED STOCK UNIT GRANT NOTICE Pursuant to the terms and conditions of the Bitcoin Depot Inc. 2023 Omnibus Incentive Plan, as amended from time to time (the “Plan”), Bitcoin Depot Inc., a Delaware corporation (the “Comp |
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| September 13, 2023 |
Bitcoin Depot Inc. 2023 Omnibus Incentive Equity Plan Exhibit 99.1 BITCOIN DEPOT INC. 2023 OMNIBUS INCENTIVE PLAN ARTICLE I PURPOSE The purpose of this Bitcoin Depot Inc. 2023 Omnibus Incentive Plan (this “Plan”) is to promote the success of the Company’s business for the benefit of its stockholders by enabling the Company to offer Eligible Individuals cash and stock-based incentives in order to attract, retain, and reward such individuals and streng |
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| September 13, 2023 |
Exhibit 107 Calculation of Filing Fee Table Form S-8 (Form Type) Bitcoin Depot Inc. |
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| September 13, 2023 |
Form of Non-Employee Director RSU Grant Notice and Award Agreement. Exhibit 99.2 Bitcoin Depot Inc. 3343 Peachtree Rd NE Suite 750 Atlanta, GA, 30326 678-435-9604 Bitcoindepot.com BITCOIN DEPOT INC. 2023 OMNIBUS INCENTIVE PLAN NON-EMPLOYEE DIRECTOR RESTRICTED STOCK UNIT GRANT NOTICE Pursuant to the terms and conditions of the Bitcoin Depot Inc. 2023 Omnibus Incentive Plan, as amended from time to time (the “Plan”), Bitcoin Depot Inc., a Delaware corporation (the “ |
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| September 13, 2023 |
As filed with the Securities and Exchange Commission on September 13, 2023 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| September 13, 2023 |
Form 2 of Employee RSU Grant Notice and Award Agreement. Exhibit 99.4 Bitcoin Depot Inc. 3343 Peachtree Rd NE Suite 750 Atlanta, GA, 30326 678-435-9604 Bitcoindepot.com BITCOIN DEPOT INC. 2023 OMNIBUS INCENTIVE PLAN RESTRICTED STOCK UNIT GRANT NOTICE Pursuant to the terms and conditions of the Bitcoin Depot Inc. 2023 Omnibus Incentive Plan, as amended from time to time (the “Plan”), Bitcoin Depot Inc., a Delaware corporation (the “Company”), hereby gran |
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| September 13, 2023 |
Form 3 of Employee RSU Grant Notice and Award Agreement. Exhibit 99.5 Bitcoin Depot Inc. 3343 Peachtree Rd NE Suite 750 Atlanta, GA, 30326 678-435-9604 Bitcoindepot.com BITCOIN DEPOT INC. 2023 OMNIBUS INCENTIVE PLAN RESTRICTED STOCK UNIT GRANT NOTICE Pursuant to the terms and conditions of the Bitcoin Depot Inc. 2023 Omnibus Incentive Plan, as amended from time to time (the “Plan”), Bitcoin Depot Inc., a Delaware corporation (the “Company”), hereby gran |
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| September 11, 2023 |
GSR / Old Mutual ETF / D. E. SHAW & CO, L.P. - SC 13G Passive Investment 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, par value $0.0001 per share (Title of Class of Securities) 09174P105 (CUSIP Number) September 1, 2023 (Date of Event Which Requires Filing of this Statement) Check the following box to designate the rule pursuant to which the Sch |
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| September 11, 2023 |
Exhibit 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. |
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| September 11, 2023 |
EX-99.3 4 tm2325756d1ex3.htm EXHIBIT 3 Exhibit 3 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, each of the undersigned Reporting Persons hereby agrees to the joint filing, along with all other such Reporting Persons, on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the Class A |
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| September 11, 2023 |
EX-99.1 2 tm2325756d1ex1.htm EXHIBIT 1 Exhibit 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, |
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| September 1, 2023 |
Table of Contents Filed Pursuant to Rule 424(b)(3) Registration No. 333-273287 PROSPECTUS BITCOIN DEPOT INC. Up to 83,747,027 Shares of Class A Common Stock Up to 43,848,750 Shares of Class A Common Stock Underlying Warrants Up to 12,223,750 Warrants to Purchase Class A Common Stock This prospectus relates to the issuance by us of up to 43,848,750 shares of Class A common stock, par value $0.0001 |
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| August 31, 2023 |
Exhibit 99.1 Bitcoin Depot Expands Retail Footprint with 400 New Locations Across Iowa and Louisiana via Partnership with InComm Payments Provides Greater Access for Users Who Want to Fund Their Bitcoin Wallet with Cash ATLANTA – August 31, 2023 – Bitcoin Depot (NASDAQ: BTM), a U.S.-based Bitcoin ATM operator and leading fintech company, today announced the expansion of its BDCheckout program into |
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| August 31, 2023 |
Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 31, 2023 Bitcoin Depot Inc. (Exact name of registrant as specified in its charter) Delaware 001-41305 87-3203989 (State or other jurisdiction of incorporation or organization) |
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| August 30, 2023 |
Bitcoin Depot Inc. 3343 Peachtree Road NE, Suite 750 Atlanta, GA 30326 August 30, 2023 Bitcoin Depot Inc. 3343 Peachtree Road NE, Suite 750 Atlanta, GA 30326 August 30, 2023 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance Office of Crypto Assets 100 F. Street, N.E. Washington, D.C. 20549 Attention: Lulu Cheng Sonia Bednarowski Re: Bitcoin Depot Inc. Registration Statement on Form S-1 Filed July 17, 2023, as amended File No. 333-273287 Ladies and Gentleme |
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| August 30, 2023 |
Table of Contents As filed with the Securities and Exchange Commission on August 2 9 , 2023 No. |
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| August 18, 2023 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 00 |
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| August 15, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 12b-25 Commission File Number: 001-41305 NOTIFICATION OF LATE FILING (Check One): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: June 30, 2023 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q For the Transition Period Ended: Read Instruction (on back page) Before Preparing Form. |
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| August 14, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 14, 2023 Bitcoin Depot Inc. (Exact name of registrant as specified in its charter) Delaware 001-41305 87-3219029 (State or other jurisdiction of incorporation or organization) |
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| August 14, 2023 |
Exhibit 99.1 Bitcoin Depot Reports Second Quarter 2023 Financial Results Record Revenue of $197.5 Million, Up 18% Year-over-Year Net loss of $6.1 million, Down 249% Year-over-Year Adjusted EBITDA (non-GAAP) of $19.8 Million, Up 54% Year-over-Year Reiterates Full Year 2023 Guidance for Revenue and Adjusted EBITDA ATLANTA – August 14, 2023 – Bitcoin Depot Inc. (“Bitcoin Depot” or the “Company”), a U |
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| August 4, 2023 |
Bitcoin Depot Inc. 3343 Peachtree Road NE, Suite 750 Atlanta, Georgia 30326 Bitcoin Depot Inc. 3343 Peachtree Road NE, Suite 750 Atlanta, Georgia 30326 August 4, 2023 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance Office of Crypto Assets 100 F Street, NE Washington, D.C. 20549 Attention: Lulu Cheng Sonia Bednarowski Re: Bitcoin Depot Inc. Registration Statement on Form S-1 Filed July 17, 2023 File No. 333-273287 Ladies and Gentl |
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| August 4, 2023 |
Table of Contents As filed with the Securities and Exchange Commission on August 4 , 2023 No. |
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| July 31, 2023 |
United States securities and exchange commission logo July 31, 2023 Brandon Mintz Chief Executive Officer Bitcoin Depot Inc. |
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| July 21, 2023 |
EX-99.1 Exhibit 99.1 Bitcoin Depot Reports Preliminary Second Quarter Revenue; Sets 2Q23 Earnings Date and Provides 2023 Guidance ATLANTA July 21, 2023 – Bitcoin Depot Inc. (“Bitcoin Depot”), a U.S.-based Bitcoin ATM operator and leading fintech company, today reported preliminary unaudited revenue results for the quarter ended June 30, 2023 and provided annual guidance for 2023. Based on prelimin |
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| July 21, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 21, 2023 Bitcoin Depot Inc. (Exact name of registrant as specified in its charter) Delaware 001-41305 87-3203989 (State or other jurisdiction of incorporation or organization) (C |
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| July 17, 2023 |
Form of Joinder to Amended and Restated Registration Rights Agreement. EX-10.13 Exhibit 10.13 FORM OF JOINDER TO AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT , 2023 Reference is made to that certain Amended and Restated Registration Rights Agreement, dated June 30, 2023, by and among Bitcoin Depot Inc. (the “Company”), GSR II Meteora Sponsor LLC (the “Sponsor”) and the Management Holders and Holders (as defined therein) (the “Amended and Restated Registration R |
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| July 17, 2023 |
Power of Attorney (included on signature page hereto). Table of Contents As filed with the Securities and Exchange Commission on July 1 7 , 2023 No. |
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| July 17, 2023 |
EX-FILING FEES Exhibit 107 Calculation of Filing Fee Tables Form S-1 (Form Type) Bitcoin Depot Inc. |
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| July 12, 2023 |
GSR / Old Mutual ETF / Roystone Capital Management LP Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. |
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| July 7, 2023 |
List of Subsidiaries of Bitcoin Depot Inc. EX-21.1 Exhibit 21.1 Subsidiaries of Bitcoin Depot Inc. Company Name Jurisdiction of Organization BT HoldCo LLC Delaware Bitcoin Depot Operating LLC Delaware Mintz Assets, Inc. Georgia Express Vending, Inc. British Columbia Intuitive Software, LLC Delaware Digital Gold Ventures Inc. Ontario BitAccess, Inc. Ontario |
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| July 7, 2023 |
GSR II Meteora Acquisition Corp. EX-99.4 Exhibit 99.4 Source: GSR II Meteora Acquisition Corp. June 30,2023 16:05 ET Bitcoin Depot and GSR II Meteora Acquisition Corp. Announce Closing of Business Combination Bitcoin Depot to Begin Trading on July 3rd on the Nasdaq Under New Ticker Symbol “BTM” ATLANTA and NEW YORK, June 30, 2023 (GLOBE NEWSWIRE) –– Lux Vending, LLC dba Bitcoin Depot (“Bitcoin Depot” or the “Company”), a U.S.-bas |
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| July 7, 2023 |
EX-3.3 Exhibit 3.3 CERTIFICATE OF DESIGNATION OF RIGHTS AND PREFERENCES OF SERIES A CONVERTIBLE PREFERRED STOCK OF BITCOIN DEPOT INC. Pursuant to Section 151 of the General Corporation Law of the State of Delaware Bitcoin Depot Inc. (the “Corporation”), a corporation organized and existing under the General Corporation Law of the State of Delaware (the “DGCL”), hereby certifies that the following |
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| July 7, 2023 |
Form of Indemnification Agreement. EX-10.6 Exhibit 10.6 INDEMNIFICATION AGREEMENT THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made as of June 30, 2023 (the “Effective Date”), by and between Bitcoin Depot Inc., a Delaware corporation (the “Company”), and the undersigned individual (“Indemnitee”). RECITALS WHEREAS, highly competent persons have become more reluctant to serve publicly-held corporations as directors, officers |
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| July 7, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 30, 2023 Bitcoin Depot Inc. (Exact name of registrant as specified in its charter) Delaware 001-41305 87-3219029 (State or other jurisdiction of incorporation or organization) (C |
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| July 7, 2023 |
Form of Phantom Equity Award Termination Agreement and General Release. EX-10.11 Exhibit 10.11 PHANTOM EQUITY AWARD TERMINATION AGREEMENT AND GENERAL RELEASE This Phantom Equity Award Termination Agreement and General Release (this “Agreement”) is made and entered into as of June 30, 2023 (the “Effective Date”), by and between Lux Vending, LLC d/b/a Bitcoin Depot, a Georgia limited liability company (the “Company”), and (the “Participant” and together with the Company |
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| July 7, 2023 |
Report of Independent Registered Public Accounting Firm EX-99.1 Exhibit 99.1 Report of Independent Registered Public Accounting Firm To the Member of Lux Vending, LLC (dba Bitcoin Depot): Opinion on the Consolidated Financial Statements We have audited the accompanying consolidated balance sheets of Lux Vending, LLC (dba Bitcoin Depot) and subsidiaries (the Company) as of December 31, 2022 and 2021, the related consolidated statements of income and com |
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| July 7, 2023 |
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION Exhibit 99.2 UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION Defined terms included below have the same meaning as terms defined and included elsewhere in this Form 8-K. Introduction: The unaudited pro forma condensed combined financial information is prepared in accordance with Article 11 of Regulation S-X as amended by the final rule, Release No. 33-10786 “Amendments to Financial Di |
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| July 7, 2023 |
Form of Bitcoin Depot Inc. 2023 Omnibus Incentive Plan. EX-10.8 Exhibit 10.8 FORM OF BITCOIN DEPOT INC. 2023 OMNIBUS INCENTIVE PLAN BITCOIN DEPOT INC. 2023 OMNIBUS INCENTIVE PLAN ARTICLE I PURPOSE The purpose of this Bitcoin Depot Inc. 2023 Omnibus Incentive Plan (this “Plan”) is to promote the success of the Company’s business for the benefit of its stockholders by enabling the Company to offer Eligible Individuals cash and stock-based incentives in o |
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| July 7, 2023 |
Amended and Restated Bylaws of Bitcoin Depot Inc. EX-3.2 Exhibit 3.2 Amended and Restated Bylaws of Bitcoin Depot Inc. Table of Contents Page Article I Offices 1 1.1 Registered Office 1 1.2 Other Offices 1 1.3 Books and Records 1 Article II Stockholders 1 2.1 Place of Meetings 1 2.2 Annual Meeting 1 2.3 Special Meetings 2 2.4 Notice of Meetings 2 2.5 Voting List 2 2.6 Quorum 2 2.7 Inspectors of Election 3 2.8 Adjournments 3 2.9 Voting and Proxies |
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| July 7, 2023 |
EX-99.3 Exhibit 99.3 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF BITCOIN DEPOT You should read the following discussion and analysis of BT OpCo’s financial condition and results of operations together with BT OpCo’s financial statements and the related notes included elsewhere in this proxy statement. Some of the information contained in this discussion |
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| July 7, 2023 |
Letter from Grant Thornton, LLP to the SEC dated July 7, 2023. EX-16.1 Exhibit 16.1 July 7, 2023 U.S. Securities and Exchange Commission Office of the Chief Accountant 100 F Street, NE Washington, DC 20549 Re: Bitcoin Depot Inc. File No. 001-41305 Dear Sir or Madam: We have read Item 4.01 of Form 8-K of Bitcoin Depot Inc. dated July 7, 2023, and agree with the statements concerning our Firm contained therein. Very truly yours, /s/ GRANT THORNTON LLP |
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| July 7, 2023 |
Exhibit 10.2 TAX RECEIVABLE AGREEMENT by and among BITCOIN DEPOT INC. BT HOLDCO LLC and BT ASSETS, INC. Dated as of June 30, 2023 TABLE OF CONTENTS Page Article I. DEFINITIONS 5 Section 1.1 Definitions 5 Section 1.2 Rules of Construction 13 Article II. DETERMINATION OF REALIZED TAX BENEFIT 13 Section 2.1 Basis Adjustments; LLC 754 Election 13 Section 2.2 Basis Schedules 14 Section 2.3 Tax Benefit |
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| July 7, 2023 |
Second Amended and Restated Certificate of Incorporation of Bitcoin Depot Inc. Exhibit 3.1 SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF GSR II METEORA ACQUISITION CORP. June 30, 2023 The undersigned, being the Co-Chief Executive Officer of GSR II Meteora Acquisition Corp., a corporation duly organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “Corporation”), CERTIFIES as follows: FIRST: The original certifica |
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| July 7, 2023 |
EX-10.3 Exhibit 10.3 AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of June 30, 2023, is made and entered into by and among Bitcoin Depot Inc., a Delaware corporation (the “Company”), BT Assets, Inc., a Delaware corporation (“BT Assets”), each individual identified on the signature pages hereto as a “Managemen |
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| July 7, 2023 |
BT HoldCo LLC Amended and Restated Limited Liability Company Agreement. EX-10.1 Exhibit 10.1 BT HOLDCO LLC AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT Dated as of June 30, 2023 THE UNITS ISSUED PURSUANT TO THIS AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER ANY OTHER APPLICABLE SECURITIES LAWS. SUCH UNITS MAY NOT BE SOLD, TRANSFERRED, ASSIGNED, PLEDGED OR OTHERWISE D |
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| July 3, 2023 |
Gsrmr-form25 |
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| June 30, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 28, 2023 GSR II Meteora Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 001-41305 87-3203989 (State or other jurisdiction of incorporation) (Com |
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| June 28, 2023 |
DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 23, 2023 GSR II Meteora Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 001-41305 87-3203989 (State or other jurisdiction of incorporati |
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| June 28, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 23, 2023 GSR II Meteora Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 001-41305 87-3203989 (State or other jurisdiction of incorporation) (Com |
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| June 28, 2023 |
EX-10.1 Exhibit 10.1 Execution Version AMENDED AND RESTATED CREDIT AGREEMENT Dated as of June 23, 2023 among BT ASSETS, INC., as Holdings, LUX VENDING, LLC, as Borrower, the Subsidiary Guarantors from time to time party hereto, THE LENDERS PARTY HERETO FROM TIME TO TIME, as Lenders, and SILVERVIEW CREDIT PARTNERS LP, as Administrative Agent TABLE OF CONTENTS ARTICLE I DEFINITIONS AND ACCOUNTING TE |
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| June 27, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 26, 2023 GSR II Meteora Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 001-41305 87-3203989 (State or other jurisdiction of incorporation) (Com |
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| June 27, 2023 |
DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 26, 2023 GSR II Meteora Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 001-41305 87-3203989 (State or other jurisdiction of incorporati |
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| June 26, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 22, 2023 GSR II Meteora Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 001-41305 87-3203989 (State or other jurisdiction of incorporation) (Com |
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| June 26, 2023 |
DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 22, 2023 GSR II Meteora Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 001-41305 87-3203989 (State or other jurisdiction of incorporati |
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| June 26, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 23, 2023 GSR II Meteora Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 001-41305 87-3203989 (State or other jurisdiction of incorporation) (Com |
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| June 26, 2023 |
Exhibit 10.1 Execution Version Certain portions of this Exhibit have been redacted pursuant to Item 601(b)(10) of Regulation S-K and, where applicable, have been marked with “[***]” to indicate where redactions have been made. The marked information has been redacted because it is both (i) not material and (ii) would likely cause competitive harm to the Company if publicly disclosed. PIPE AGREEMEN |
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| June 26, 2023 |
Form of Non-Redemption Agreement (No-Cash) EX-10.1 Exhibit 10.1 NON-REDEMPTION AGREEMENT This NON-REDEMPTION AGREEMENT (this “Agreement”), dated as of [ ● ], 2023, is made by and among GSR II Meteora Acquisition Corp., a Delaware corporation (the “Company”), and the Backstop Investor (as defined below). WHEREAS, the Company is a special purpose acquisition company whose Class A Common Stock (“Common Stock”) is traded on the Nasdaq Global M |
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| June 26, 2023 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 23, 2023 GSR II Meteora Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 001-41305 87-3203989 (State or other jurisdiction of incorporation) (Com |
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| June 20, 2023 |
DEFM14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| June 20, 2023 |
United States securities and exchange commission logo June 20, 2023 Lewis Silberman Co-Chief Executive Officer GSR II Meteora Acquisition Corp. |
