false0001901799December 19, 20240001901799us-gaap:WarrantMember2024-12-192024-12-1900019017992024-12-122024-12-1200019017992024-12-192024-12-190001901799us-gaap:CommonClassAMember2024-12-192024-12-19

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): December 19, 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)

(Commission

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

Trading

Symbol(s)

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 5.07 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

At the 2024 Annual Meeting of Stockholders of Bitcoin Depot Inc. (the “Company”), held on December 19, 2024, the Company’s stockholders: (i) approved the proposal to elect seven directors to serve as members of the Board of Directors of the Company until the next annual meeting of stockholders and (ii) ratified the appointment of Wolf & Company, P.C. as the Company’s independent auditors for the fiscal year ending on December 31, 2024.

Further information regarding all of these proposals is set forth in the Company’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on November 7, 2024. The total number of shares of common stock entitled to vote at the Annual Meeting was 429,852,288, of which 419,379,865 shares, or 97.56%, voted.

The table below shows the votes cast for, against, withheld or abstained and broker non-votes, as to each proposal, including a separate tabulation with respect to each nominee for director. There were no votes against for the proposal regarding the election of directors, and no broker non-votes for the proposal regarding the ratification of the accounting firm.

Proposal 1: To approve the proposal to elect seven directors:

Name

For

Withheld/Abstained

Broker Non-Votes

Brandon Mintz

414,964,344

602,772

3,812,749

Scott Buchanan

415,054,744

512,372

3,812,749

Dan Gardner

415,056,244

510,872

3,812,749

Teri G. Fontenot

415,056,179

510,937

3,812,749

Daniel Stabile

414,981,001

586,115

3,812,749

Bradley Strock

414,974,976

592,140

3,812,749

Tim Vanderham

415,051,317

515,799

3,812,749

Proposal 3: To ratify the appointment of Wolf & Company, P.C. as the Company’s independent auditors for the fiscal year ending on December 31, 2024:

For

Against

Withheld/Abstained

Broker Non-Votes

418,873,267

493,457

13,141

-

 

 

 

 

SIGNATURES

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: December 19, 2024

 

By:

/s/ Brandon Mintz

 

 

Name:

Brandon Mintz

 

 

Title:

President and Chief Executive Officer

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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Document and Entity Information
Dec. 19, 2024
Dec. 12, 2024
Document And Entity Information [Line Items]    
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Entity Central Index Key 0001901799  
Document Type 8-K  
Document Period End Date Dec. 19, 2024  
Entity Registrant Name Bitcoin Depot Inc.  
Entity Incorporation, State or Country Code DE  
Entity File Number 001-41305  
Entity Tax Identification Number 87-3219029  
Entity Address, Address Line One 3343 Peachtree Road NE  
Entity Address, Address Line Two Suite 750  
Entity Address, City or Town Atlanta  
Entity Address, State or Province GA  
Entity Address, Postal Zip Code 30326  
City Area Code (678)  
Local Phone Number 435-9604  
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Soliciting Material false  
Pre-commencement Tender Offer false  
Pre-commencement Issuer Tender Offer false  
Entity Emerging Growth Company true  
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Document And Entity Information [Line Items]    
Title of 12(b) Security Class A Common Stock, par value $0.0001 per share  
Trading Symbol BTM  
Security Exchange Name NASDAQ  
Warrant [Member]    
Document And Entity Information [Line Items]    
Title of 12(b) Security Warrants, each whole warrant exercisable for one share of Class A Common Stock at an exercise price of $11.50 per share  
Trading Symbol BTMWW  
Security Exchange Name NASDAQ  
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