0001901799false0001901799us-gaap:WarrantMember2024-11-152024-11-1500019017992024-11-152024-11-150001901799us-gaap:CommonClassAMember2024-11-152024-11-15

 

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): November 15, 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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

Chief Financial Officer Transition

On November 18, 2024, Bitcoin Depot, Inc. (the “Company”) announced that Glen Leibowitz has resigned from his role as Chief Financial Officer (“CFO”) of the Company, effective November 15, 2024, for personal reasons. There were no disagreements between Mr. Leibowitz and the Company. Mr. Leibowitz’s decision to depart was not related to the operations, policies or practices of the Company or any issues regarding accounting policies or practices.

The Company also announced that its Board of Directors (the “Board”) has appointed Scott Buchanan, the Company’s current Chief Operating Officer (“COO”) and a member of the Board, to the role of Acting CFO and Principal Financial Officer effective as of the date of Mr. Leibowitz’s resignation, while maintaining his role as the Company's COO. The Company has launched a search for a permanent CFO.

Mr. Buchanan, age 33, has served as a director and COO of the Company since March 2022, and also served as the Company’s CFO from August 2020 to January 2023. From June 2019 to August 2020, Mr. Buchanan served as the Company’s Vice President of Finance/Human Resources. Before his tenure at the Company, Mr. Buchanan worked at Acuity Brands (NYSE: AYI) in different finance-related roles beginning in December 2015.

There are no arrangements or understandings between Mr. Buchanan and any other person pursuant to which he was appointed to serve as Acting CFO. Mr. Buchanan does not have any family relationships with any of the Company’s directors or executive officers and is not a party to any transactions that would be required to be disclosed pursuant to Item 404(a) of Regulation S-K.

It has determined that, as long as Mr. Buchanan is serving as Acting CFO, in addition to his ongoing service as COO and member of the Board, Mr. Buchanan’s annual base salary will be increased to $558,000.

 

 

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit
Number

Description

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 

 

 

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: November 18, 2024

 

By:

/s/ Brandon Mintz

 

 

Name:

Brandon Mintz

 

 

Title:

President and Chief Executive Officer

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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Document and Entity Information
Nov. 15, 2024
Document And Entity Information [Line Items]  
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Entity Central Index Key 0001901799
Document Type 8-K
Document Period End Date Nov. 15, 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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Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Entity Emerging Growth Company true
Entity Ex Transition Period false
Common Class A [Member]  
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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