false 0001901799 0001901799 2023-07-21 2023-07-21 0001901799 us-gaap:CommonStockMember 2023-07-21 2023-07-21 0001901799 us-gaap:WarrantMember 2023-07-21 2023-07-21





Washington, D.C. 20549







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)



File Number)


(I.R.S. Employer

Identification No.)

3343 Peachtree Road NE, Suite 750

Atlanta, GA 30326

(Address of principal executive offices)

(678) 435-9604

Registrant’s telephone number, including area code

Not Applicable

(Former name or former address, if changed since last report)



Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions:


Written communications pursuant to Rule 425 under the Securities Act (17 CRF 230.425)


Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CRF 240.14a-12)


Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CRF 240.14d-2(b))


Pre-commencement communications pursuant to Rule 13c-4(c) under the Exchange Act (17 CRF 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class





Name of each exchange

on which registered

Class A Common Stock, par value $0.0001 per share   BTM   The Nasdaq Stock Market LLC
Warrants, each whole warrant exercisable for one share of Class A Common Stock at an exercise price of $11.50 per share   BTMWW   The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

Emerging growth company  

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act  




Item 2.02

Results of Operations and Financial Condition.

On July 21, 2023, Bitcoin Depot Inc. (the “Company”) issued a press release announcing certain preliminary unaudited financial results for the second quarter ended June 30, 2023 and providing 2023 earnings guidance. 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 preliminary results are an estimate, based on information available to management as of the date of the release, and are subject to further changes upon completion of the Company’s standard quarter-end closing procedures.

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 Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, regardless of any general incorporation language in such filing, except as shall be expressly set forth by specific reference in such filing.


Item 9.01.

Financial Statement and Exhibits.









99.1    Press release dated July 21, 2023.
104    Cover Page Interactive Data File (embedded within the Inline XBRL document).


Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


    Bitcoin Depot Inc.
Dated: July 21, 2023     By:  

/s/ Brandon Mintz

    Name:   Brandon Mintz
    Title:   President and Chief Executive Officer