Current Report · Items 3.01 · 8-K

Bitcoin Depot Inc.

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

Filed May 19, 2026Accepted May 19, 2026, 4:01 PM EDTCIK 1901799Accession 0001193125-26-230708

Company context

We are an “emerging growth company” as defined in the JOBS Act enacted in April 2012. As a result, we may take advantage of reduced reporting requirements that are otherwise applicable to public companies, including delaying auditor attestation of internal control over financial reporting, providing only two years of audited financial statements and related Management’s Discussion and Analysis of Financial Condition and Results of Operations, reducing executive compensation disclosures, not complying with any requirement that may be adopted by the Public Company Accounting Oversight Board regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information, and not holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.

Historical securities (10)

Recent company filings

Registered securities in this filing

Bitcoin Depot Inc. · 8-K · Filed 2026-05-19

As filed in this accession. Current/historical status below comes from the governed listing record; the cover itself remains exact to this filing.

Class A Common Stock, par value $0.0001 per share

Symbol: BTM
Exchange: NASDAQ
Classification: COMMON

Filing context

Context: duration_2026-05-18_to_2026-05-18_us-gaap-StatementClassOfStockAxis_us-gaap-CommonStockMember

Dimensions: us-gaap:StatementClassOfStockAxis

Warrants, each whole warrant exercisable for one share of Class A Common Stock at an exercise price of $80.50 per share

Symbol: BTMWW
Exchange: NASDAQ
Classification: WARRANT

Filing context

Context: duration_2026-05-18_to_2026-05-18_us-gaap-StatementClassOfStockAxis_us-gaap-WarrantMember

Dimensions: us-gaap:StatementClassOfStockAxis

Accession 000119312526230708 · 2 registered-security cover members

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Disclosure sections

Items 3.01

Select an item to read the extracted section. The as-filed document remains the primary evidence.

Item 3.01Item 3.01 - Notice of Delisting

Item 3.01 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, MCA Services Group, LLC, and Mintz Assets Inc. (together with the Company, the “Debtors”) each filed voluntary petitions for relief (the “Chapter 11 Cases”) under chapter 11 (“Chapter 11”) of title 11 of the United States Code (the “Bankruptcy Code”) in the United States Bankruptcy Court for the Southern District of Texas. On May 18, 2026, the Company received a letter from the Listing Qualifications Department staff of the Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that, as a result of the Debtors’ commencement of the Chapter 11 Cases under Chapter 11 of the Bankruptcy Code and, in accordance with Nasdaq Listing Rules 5101, 5110(b) and IM-5101-1, the staff of Nasdaq has determined that trading of the Company’s Class A common stock and warrants will be suspended from Nasdaq at the opening of business on May 26, 2026, and a Form 25-NSE will be filed with the Securities and Exchange Commission, which will become effective 10 days after such filing and will remove the Company’s Class A common stock and warrants from listing and registration on Nasdaq. Nasdaq also based its determination on the fact that the Company has failed to timely file its Form 10-Q for the period ended March 31, 2026, as required by Nasdaq Listing Rule 5250(c). The Company does not intend to appeal Nasdaq’s determination. Cautionary Note Regarding the Company’s Securities The Company cautions that trading in its securities (including its Class A common stock and warrants) during the pendency of the Chapter 11 Cases is highly speculative and poses substantial risks. Trading prices for the Company’s securities may bear little or no relationship to the actual recovery, if any, by holders of the Company’s securities in the Chapter 11 Cases. The Company expects that holders of its securities could experience a significant or complete loss on their investment, depending on the outcome of the Chapter 11 Cases.

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