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…

Director — Ivona Smith: Appointment of Ivona Smith to the Board of Directors.

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…

The company entered into new retention bonus agreements with its Chief Financial Officer and General Counsel.

Chief Executive Officer and Chairman of the Board — Mr. Holmes: Mr. Holmes was appointed as Chief Executive Officer and Chairman of the Board with a new employment agreement.

CEO, Chairman of the Board — Alex Holmes: Scott Buchanan resigned as CEO and Brandon Mintz resigned as Executive Chairman, with Alex Holmes appointed as the new CEO and Chairman of the Board.

Chief Operating Officer — Elizabeth Simer: Elizabeth Simer resigned from her role as Chief Operating Officer.

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…

Chief Executive Officer — Scott Buchanan: Scott Buchanan was promoted to Chief Executive Officer, while Brandon Mintz transitioned to the role of Executive Chairman.

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…

President — Mr. Scott Buchanan: Scott Buchanan was internally promoted to President while retaining his roles as Chief Operating Officer and director.

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…

Director — William Alexander 'Alex' Holmes: Appointment of Alex Holmes to the Board of Directors and Audit Committee.

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…

Chief Compliance Officer — Mark Smalley: Mr. Smalley departed from the Company.

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,”…