Bitcoin Depot Inc-A 2024年度报告

(Mark One) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the annual period endedDecember 31,2024OR For the transition period from __________ to __________Commission File Number:001-41305 Bitcoin Depot Inc.(Exact name of registrant as specified in its charter) Not applicable(Former name, former address and former fiscal year, if changed since last report) Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.☐Yes☑No Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.☐Yes☑No Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during thepreceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past90 days.Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).Yes☒No☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflectthe correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any ofthe registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).☐Yes☑No Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerginggrowth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 ofthe Exchange Act. ☐Accelerated filer☒Smaller reporting company☒Emerging growth company ☐Large accelerated filer☒Non-accelerated filer Table of Contents 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 revisedfinancial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ The aggregate market value of voting andnon-voting common equity held by non-affiliates of the registrant as of June 30, 2024 was approximately $111million(based upon the $1.80 closing price on the NASDAQ). As of March 20, 2025, the registrant had21,670,569shares outstanding of Class A common stock, par value $0.0001 per share,noshares outstanding of Series APreferred stock, par value $0.0001 per share,1,075,761shares outstanding of Class E common stock, par value $0.0001 per share, and41,193,024shares outstandingof Class V common stock, par value $0.0001 per share. Bitcoin Depot Inc.Annual Report on Form 10-KTable ofContents PART I Item 1.BusinessItem 1A.Risk FactorsItem 1B.Unresolved Staff CommentsItem 1C.CybersecurityItem 2.PropertiesItem 3.Legal ProceedingsItem 4.Mine Safety Disclosures PART II Item 5.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of EquitySecurities60Item 6.Selected Financial Data61Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations62Item 7A.Quantitative and Qualitative Disclosures About Market Risk78Item 8.Financial Statements and Supplementary Data80Item 9.Changes in and Disagreements With Accountants on Accounting and Financial Disclosure125Item 9A.Controls and Procedures125Item 9B.Other Information127Item 9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections127 PART III Item 10.Directors, Executive Officers and Corporate Governance127Item 11.Executive Compensation130Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters134Item 13.Certain Relationships and Related Transactions, and Director Independence138Item 14.Principal Accounting Fees and Services143 PART IV 145147 Item 15.Exhibits, Financial Statement SchedulesItem 16.Form 10-K Summary Table of Contents Cautionary Statement Regarding Forward-Looking Statements Certain statements in this Annual Report on Form 10-K may constitute “forward-looking statements” for purposes of the federalsecurities laws. Our forward-looking statements include, but are not limited to, statements regarding our and our management team’sexpectations, hopes, beliefs, intentions or strategies regarding the future. In addition, any statements that refer to pro