Bitcoin Depot Inc. 8-K

What Happened
On January 12, 2026, holders of 37,892,610 shares of Bitcoin Depot Inc. Voting Stock (46,508 Class A shares and 37,846,102 Class M shares) — representing approximately 91.4% of voting power — took action by written consent approving a reverse stock split. The consent authorizes a reverse split of the Company’s Common Stock at a ratio anywhere from and including 1-for-5 up to and including 1-for-20. The Company’s board of directors is authorized to choose the exact ratio within that range, to file the required Certificate of Amendment with the Delaware Secretary of State on or before June 30, 2026, and to abandon the reverse split at its discretion. A Schedule 14C information statement will be filed with the SEC and provided to stockholders.

Key Details

• Majority stockholder vote: 37,892,610 shares representing ~91.4% of Voting Stock voting power (Jan 12, 2026).
• Reverse split range: any ratio from 1-for-5 up to 1-for-20; Board to select the final ratio.
• Filing deadline: Certificate of Amendment may be filed at any time on or before June 30, 2026.
• Board discretion: the Board may abandon the reverse split and not file the amendment if it determines it is not in the Company’s or stockholders’ best interests.

Why It Matters
A reverse stock split will reduce the number of outstanding shares — by 80% at a 1-for-5 split up to 95% at a 1-for-20 split — and will increase the company’s per‑share price proportionally. The exact impact on share count, per‑share metrics and market trading will depend on the final ratio the Board selects (if any) and whether the amendment is filed. Investors should watch for the Board’s decision, the Company’s Certificate of Amendment filing (if made) and the Schedule 14C for details on timing and implementation.