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Material updates from SEC filings (8-K, 10-Q, 10-K) ranked by impact, with no firehose noise.
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. As previously disclosed, on May 17, 2026, Bitcoin Depot Inc. (the “Company”), BCD Merger Sub LLC, BitAccess Inc., Bitcoin Depot Operating LLC, BT HoldCo LLC, BTM International Holdings 1 LLC, BTM International Holdings II LLC, Cash Ramp LLC, Digital Gold Ventures Inc., Express Vending Inc., Intuitive Software LLC, Kiosk HoldCo LLC, Kiosk Technicians, LLC, Kutt, Inc., Lux Vending Kiosk, LLC, MC…
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. Appointment of Ivona Smith to Board of Directors On May 13, 2026, the Board of Directors (the “Board”) of the Company, upon the recommendation of the Nominating and Corporate Governance Committee of the Board, appointed Ivona Smith to the Board, effective May 13, 2026. Ms. Smith will hold office until a successor is duly elected and qualified at th…
Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement. The filing of the Chapter 11 Cases constitutes an event of default that automatically accelerated and increased certain obligations under the Second Amended and Restated Credit Agreement, dated as of November 1, 2024 (as amended by that certain Amendment No. 1 to Second Amended and Restated Credit Agreement, dated as of March 14, 2025, and as further amended by…
Regulation FD Disclosure. Additional Information on the Chapter 11 Cases Court filings and other information related to the proceedings are available through the Company’s claims agent at https://restructuring.ra.kroll.com/bitcoindepot, by calling the restructuring hotline at (844) 339-4117 (Toll-Free US/Canada) / + 1 (332) 232-7827 (International) or emailing BitcoinDepotInfo@ra.kroll.com . The documents and other information available via website or elsewhere are not part of this Current Re…
of this Current Report. A copy of the press release is furnished as Exhibit 99.1 to this report. This information shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and is not incorporated by reference into any filing of the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing. The information in this Item 7.01, including Exhibit 99.1, is being furnish…
Results of Operations and Financial Condition. On May 12, 2026, Bitcoin Depot Inc. (the “Company”) filed a Notification of Late Filing on Form 12b-25 (“Form 12b-25”) with the Securities and Exchange Commission (the “SEC) to report that the Company is unable to file its Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2026 within the prescribed time period due to the events described below. The Form 12b-25 included selected preliminary and unaudited financial results for…
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. Cancellation of Prior Retention Bonus Letters and Entry into New Retention Bonus Agreements On May 6, 2026, the Company entered into retention bonus agreements (each, a “Retention Bonus Agreement”) with its Chief Financial Officer, David Gray, and its General Counsel and Corporate Secretary, Christopher Ryan (each, an “Officer”). Each Retention Bon…
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. Entry into Employment and Award Agreement with the Chief Executive Officer and Chairman of the Board On March 30, 2026, in connection with his appointment as Chief Executive Officer and Chairman of the Board, the Company entered into an employment agreement with Mr. Holmes, effective as of March 27, 2026 (the “Holmes Employment Agreement”). Under t…
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. Resignation of Chief Executive Officer On March 19, 2026, Scott Buchanan resigned from his role as Chief Executive Officer of Bitcoin Depot Inc. (the “Company”) and as a member of the Company’s Board of Directors (the “Board”), effective March 23, 2026. Mr. Buchanan’s resignation was not due a disagreement with the Company on any matter relating to…
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On March 11, 2026, Elizabeth Simer resigned from her role as Chief Operating Officer of Bitcoin Depot Inc.
Results of Operations and Financial Condition. On May 16, 2026, Bitcoin Depot Inc. (the “Company”) issued a press release announcing its financial and operational results for the quarter ended December 31, 2025. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference. The information furnished pursuant to this Item 2.02, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exch…
Material Modifications to Rights of Security Holders. On February 19, 2026, Bitcoin Depot Inc. (the “Company”) filed a Certificate of Amendment (the “Certificate of Amendment”) to the Company’s Second Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”) with the Secretary of State for the State of Delaware to effect a one-for-seven (1:7) reverse stock split of the shares of the Company’s Common Stock (as defined below), effective as of 12:01 a.m., Eastern tim…
Entry into a Material Definitive Agreement. On December 19, 2025, certain subsidiaries of Bitcoin Depot Inc., (the “Company”) entered into Amendment No. 2 (the “Amendment”) to the Second Amended and Restated Credit Agreement (the “Credit Agreement”) by and among Silverview Credit Partners, LP, a Delaware limited partnership (“Administrative Agent”), the other lenders signatory thereto, Kiosk HoldCo LLC, a Delaware limited liability company and subsidiary of the Company (“Borrower”), BT HoldCo…
Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The information set forth in
Other Events On November 24, 2025, Bitcoin Depot Inc. (“ Bitcoin Depot ” or the “ Company ”) announced a ruling in an arbitration proceeding involving its Canadian subsidiary, BitAccess, Inc. (“ BitAccess ”), a Canadian corporation acquired by Bitcoin Depot in 2021. The underlying claims were brought in arbitration by Cash Cloud, Inc., a Nevada corporation (“ Coin Cloud ”) on August 16, 2022, under the rules of the Canadian Arbitration Association (CAA). The claims brought by Coin Cloud alleg…
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. Appointment of Chief Executive Officer, Executive Chairman and Chief Operating Officer On November 21, 2025, Bitcoin Depot Inc., (“ Bitcoin Depot ” or the “ Company ”) announced several senior management changes approved by the Board of Directors (the “ Board ”) of the Company. As part of the changes, effective January 1, 2026 (the “ Effective Date…
Results of Operations and Financial Condition. On November 13, 2025, Bitcoin Depot Inc. (the “Company”) issued a press release announcing its financial and operational results for the quarter ended September 30, 2025. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference. The information furnished pursuant to this Item 2.02, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securitie…
Entry into a Material Definitive Agreement. On October 6, 2025, Bitcoin Depot Inc. (the “ Company ”) entered into a securities purchase agreement (the “ Purchase Agreement ”) with certain institutional investors (the “ Investors ”), pursuant to which the Company agreed to sell and issue in a registered direct offering (the “ Offering ”) 4,285,716 shares (the “ Shares ”) of the Company’s Class A common stock, par value $0.0001 per share (the “ Common Stock ”), at a purchase price per share of…
of Form 8-K and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any of the Company’s filings under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, whether made before or after the date hereof and regardless of any general incorporation language in such filings, except t…
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On August 28, 2025, the Board of Directors (the “Board”) of Bitcoin Depot Inc. (the “Company”) appointed Mr. Scott Buchanan as the President of the Company, effective August 28, 2025. In addition this appointment, Mr. Buchanan will continue to serve as the Company’s Chief Operating Officer and as a director on the Board. Mr. Buchanan has served as…
Other Information On August 13, 2025, Bitcoin Depot Inc. (the “Company”) filed its Quarterly Report on Form 10-Q for the quarter ended June 30, 2025. In that report, the Company inadvertently omitted disclosure regarding the adoption by the Company’s (i) CEO, Brandon Mintz, and entities owned by Mr. Mintz, of a Rule 10b5-1 trading arrangement (as defined in Item 408 of Regulation S-K) on May 31, 2025, for the sale of up to 8 million shares of the Company’s Class A Common Stock that will termi…
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. Appointment of William Alexander ‘Alex’ Holmes to Board of Directors On August 20, 2025, the Board of Directors (the “Board”) of Bitcoin Depot Inc. (the “Company”), upon the recommendation of the Nominating and Corporate Governance Committee of the Board, appointed Mr. Alex Holmes to the Board, effective August 20, 2025, to fill the vacancy on the…
Results of Operations and Financial Condition. On August 12, 2025, Bitcoin Depot Inc. (the “Company”) issued a press release announcing its financial and operational results for the quarter ended June 30, 2025. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference. The information furnished pursuant to this Item 2.02, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Excha…
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On June 19, 2025, Mark Smalley, Chief Compliance Officer of Bitcoin Depot, Inc. (the “Company”), departed from the Company. The Company thanks Mr. Smalley for his contributions during his tenure and wishes him continued success in his future endeavors.
Forward-Looking Statements Some of the statements contained in this report, including statements regarding the Up-C Restructuring and benefits of the Up-C Restructuring, are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements are generally identified by the use of words such as “anticipate,” “believe,” “could,” “estimate,” “expect,” “intend,”…
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