Bitcoin Depot Inc-U.S. A股招股说明书(2025-10-08版)

We are offering 4,285,716 shares (the “Shares”) of our ClassA common stock, par value $0.0001 per share (the “ClassA common stock”), directly toinstitutional investors pursuant to this prospectus supplement and the accompanying prospectus. The offering price per Share is $3.50. The ClassA common stock is currently traded on the Nasdaq Capital Market under the symbol “BTM.” On October6, 2025, the last reported sale priceof the ClassA common stock on the Nasdaq Capital Market was $4.39 per share. We have engaged H.C. Wainwright& Co., LLC (the “placement agent”), as our exclusive placement agent in connection with this offering. Theplacement agent has no obligation to buy any of the ClassA common stock from us or to arrange for the purchase or sale of any specific number ordollar amount of ClassA common stock. We have agreed to pay the placement agent the placement agent fees set forth in the table below. See “Plan ofDistribution” beginning on pageS-14of this prospectus supplement for more information regarding these arrangements. (1)We have agreed to reimburse the placement agent for certain expenses. See “Plan of Distribution” for a description of compensation payable to theplacement agent. Delivery of the shares of ClassA common stock is expected to be made on or about October8, 2025. An investment in shares of our ClassA common stock involves a high degree of risk. Please read “Risk Factors” on pageS-9of this prospectussupplement and in the documents incorporated by reference into this prospectus supplement before investing in our securities. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passedupon the adequacy or accuracy of this prospectus supplement or the accompanying prospectus. Any representation to the contrary is a criminaloffense. H.C. Wainwright& Co. The date of this prospectus supplement is October6, 2025 Table of Contents TABLE OF CONTENTS PROSPECTUS SUPPLEMENT ABOUT THIS PROSPECTUS SUPPLEMENTCAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTSPROSPECTUS SUPPLEMENT SUMMARYTHE OFFERINGRISK FACTORSUSE OF PROCEEDSDIVIDEND POLICYPLAN OF DISTRIBUTIONLEGAL MATTERSEXPERTSWHERE YOU CAN FIND MORE INFORMATIONINCORPORATION OF CERTAIN INFORMATION BY REFERENCE PROSPECTUSABOUT THIS PROSPECTUSPROSPECTUS SUMMARYRISK FACTORSFORWARD-LOOKING STATEMENTSUSE OF PROCEEDSDESCRIPTION OF SECURITIES WE MAY OFFERDESCRIPTION OF CLASS A COMMON STOCKDESCRIPTION OF PREFERRED STOCKDESCRIPTION OF WARRANTSDESCRIPTION OF UNITSPLAN OF DISTRIBUTIONLEGAL MATTERSEXPERTSWHERE YOU CAN FIND MORE INFORMATIONINCORPORATION OF CERTAIN INFORMATION BY REFERENCE You should rely only on the information contained in or incorporated by reference into this prospectus supplement and the accompanying baseprospectus. We have not, and the placement agent has not, authorized anyone to provide you with information that is in addition to or differentfrom that contained or incorporated by reference in this prospectus supplement and the accompanying base prospectus. If anyone provides youwith different or additional information, you should not rely on it. You should assume that the information appearing in this prospectussupplement, the accompanying prospectus and the documents incorporated by reference herein or therein is accurate only as of their respectivedates or on the date or dates which are specified in these documents. Our business, financial condition, liquidity, results of operations andprospects may have changed since those dates. Table of Contents ABOUT THIS PROSPECTUS SUPPLEMENT This prospectus supplement is part of a registration statement that we have filed with the Securities and Exchange Commission (the “SEC”) utilizing a“shelf” registration process. Under the shelf registration process, we may offer securities having an aggregate offering price of up to $100,000,000 underthe accompanying base prospectus. We provide information to you about this offering of shares of the ClassA common stock in two separate documents that are bound together: (1)thisprospectus supplement, which describes the specific details regarding this offering of shares of ClassA common stock; and (2)the accompanying baseprospectus, which provides general information, some of which may not apply to this offering. Generally, when we refer to this “prospectus,” we arereferring to both documents combined. If information in this prospectus supplement is inconsistent with the accompanying base prospectus or with any document incorporated by reference thatwas filed with the SEC before the date of this prospectus supplement, you should rely on this prospectus supplement. Any statement so modified will bedeemed to constitute a part of this prospectus only as so modified, and any statement so superseded will be deemed not to constitute a part of thisprospectus. However, if any statement in one of these documents is inconsistent with a statement in another document having a