8-K Reports
Bitcoin Depot Inc.
CIK

1901799

Accepted

Oct 8, 2025, 11:05 AM

Accession

0001193125-25-233985

1.01 Entry into a Material Definitive Agreement
8.01 Other Events
9.01 Financial Statements and Exhibits
Items (3)

Item 1.01 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 $3.50. The Company estimates that the net proceeds from the Offering will be approximately $13.8 million after deducting certain fees due to Wainwright (as defined below) and the Company’s estimated expenses. The Company expects to use the net proceeds from the Offering for general corporate purposes. The Shares are being offered pursuant to the Company’s effective shelf registration statement on FormS-3, which was originally filed with the Securities and Exchange Commission on June 20, 2025 and declared effective on July 1, 2025 (File No. 333-288208).

Item 8.01 Other Events. On October 7, 2025, the Company issued a press release regarding the Offering. A copy of the press release is attached as Exhibit 99.1 hereto.

Item 9.01 Financial Statements and Exhibits (d)  Exhibits Exhibit Description Number ──────────────────────────────────────────────────────────────────────────────────────────────────────────────────────── 5.1 Opinion of Vinson & Elkins L. L. P. 10.1 Form of Securities Purchase Agreement, by and among Bitcoin Depot Inc. and the purchasers party thereto 23.1 Consent of Vinson & Elkins L. L. P. (included in Exhibit 5.1 above) 99.1 Press Release, dated October 7, 2025 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Bitcoin Depot Inc. Date: October 8, 2025 By: /s/ Brandon Mintz Name: Brandon Mintz Title: President and Chief Executive Officer

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