Bitcoin Depot Inc. Enters Material Definitive Agreement

TL;DR

Bitcoin Depot just signed a big deal, creating new financial obligations. Details in the filing.

AI Summary

On December 19, 2025, Bitcoin Depot Inc. entered into a material definitive agreement, creating a direct financial obligation. The filing also includes financial statements and exhibits related to this event.

Why It Matters

This filing indicates a significant new financial commitment or agreement for Bitcoin Depot Inc., which could impact its financial obligations and future operations.

Risk Assessment

Risk Level: medium — Entering into new material definitive agreements and financial obligations can introduce new risks related to the terms, execution, and financial impact of the agreement.

Key Players & Entities

• Bitcoin Depot Inc. (company) — Registrant
• December 19, 2025 (date) — Date of earliest event reported
• GSR II Meteora Acquisition Corp. (company) — Former Company Name
• GLA II Meteora Acquisition Corp. (company) — Former Company Name

FAQ

Key Financial Figures

• $0.0001 — tered Class A Common Stock, par value $0.0001 per share BTM The Nasdaq Stock Mark
• $11.50 — A Common Stock at an exercise price of $11.50 per share BTMWW The Nasdaq Stock Ma
• $7,000,000 — efit of the Lenders, an amount equal to $7,000,000, which is to be applied to reduce (x) t
• $3,500,000 — e Tranche A Term Loans in the amount of $3,500,000 and (y) the aggregate principal amount

Filing Documents

• btm-20251229.htm (8-K) — 73KB
• btm-ex10_1.htm (EX-10.1) — 1620KB
• 0001193125-25-335377.txt ( ) — 2046KB
• btm-20251229.xsd (EX-101.SCH) — 49KB
• btm-20251229_htm.xml (XML) — 6KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. On December 19, 2025, certain subsidiaries of Bitcoin Depot Inc., (the "Company") entered into Amendment No. 2 (the "Amendment") to the Second Amended and Restated Credit Agreement (the "Credit Agreement") by and among Silverview Credit Partners, LP, a Delaware limited partnership ("Administrative Agent"), the other lenders signatory thereto, Kiosk HoldCo LLC, a Delaware limited liability company and subsidiary of the Company ("Borrower"), BT HoldCo LLC, a Delaware limited liability company and subsidiary of the Company ("Holdings"), and the subsidiary guarantors signatory thereto. Pursuant to the Amendment, Borrower paid to the Administrative Agent, for the benefit of the Lenders, an amount equal to $7,000,000, which is to be applied to reduce (x) the aggregate principal amount of the Tranche A Term Loans in the amount of $3,500,000 and (y) the aggregate principal amount of the Tranche B Term Loans in the amount of $3,500,000, and paid to the Lenders in accordance with their respective Applicable Percentage. As a result, the remaining amortization schedule changed as set forth in the Amendment. In addition, Section 8.01(h) of the Credit Agreement was amended to increase the threshold at which a monetary judgment could trigger an Event of Default to $3,500,000, and providing an Event of Default exception for certain existing matters. The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by the terms and conditions of the Amendment filed as Exhibit 10.1 hereto and incorporated by reference herein. Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The information set forth in Item 1.01 above is incorporated into this Item 2.03 by reference.

01 Financial Statements and Exhibits

ITEM 9.01 Financial Statements and Exhibits. (d) Exhibits . Exhibit Number Description 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) 10.1 Amendment No. 2 to Second Amended and Restated Credit Agreement

SIGNATURES

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 29, 2025 By: /s/ Christopher Ryan Name: Christopher Ryan Title: Chief Legal Officer and Corporate Secretary

View Full Filing

View this 8-K filing on SEC EDGAR