false 0001901799 0001901799 2024-02-08 2024-02-08 0001901799 us-gaap:CommonClassAMember 2024-02-08 2024-02-08 0001901799 us-gaap:WarrantMember 2024-02-08 2024-02-08





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): 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)
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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On February 5, 2024, Jackie Marks informed the Board of Directors (the “Board”) of Bitcoin Depot Inc. (the “Company”) of her intention to step down from the Board of the Company, effective on July 1, 2024. Ms. Marks will also step down as a member of the Board’s Audit Committee and the Audit Committee Chair at the same time. The Board intends on replacing Ms. Marks by appointing a new director upon her resignation. The Board will also appoint a new or existing Director to replace Ms. Marks as the Chair of the Audit Committee.

Ms. Marks’ decision to step down from the Board is not the result of any dispute or disagreement with the Company or its Board.


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: February 8, 2024     By:  

/s/ Brandon Mintz

    Name:   Brandon Mintz
    Title:   President and Chief Executive Officer