Failure to Satisfy Listing Rule (Form 8-K)

As previously disclosed, on May 17, 2026, Bitcoin Depot Inc. (the "Company"), BCD Merger Sub LLC, BitAccess Inc., Bitcoin Depot Operating LLC, BT HoldCo LLC, BTM International Holdings 1 LLC, BTM International Holdings II LLC, Cash Ramp LLC, Digital Gold Ventures Inc., Express Vending Inc., Intuitive Software LLC, Kiosk HoldCo LLC, Kiosk Technicians, LLC, Kutt, Inc., Lux Vending Kiosk, LLC, MCA Services Group, LLC, and Mintz Assets Inc. (together with the Company, the "Debtors") each filed voluntary petitions for relief (the "Chapter 11 Cases") under chapter 11 ("Chapter 11") of title 11 of the United States Code (the "Bankruptcy Code") in the United States Bankruptcy Court for the Southern District of Texas.

On May 18, 2026, the Company received a letter from the Listing Qualifications Department staff of the Nasdaq Stock Market LLC ("Nasdaq") notifying the Company that, as a result of the Debtors' commencement of the Chapter 11 Cases under Chapter 11 of the Bankruptcy Code and, in accordance with Nasdaq Listing Rules 5101, 5110(b) and IM-5101-1, the staff of Nasdaq has determined that trading of the Company's Class A common stock and warrants will be suspended from Nasdaq at the opening of business on May 26, 2026, and a Form 25-NSE will be filed with the Securities and Exchange Commission, which will become effective 10 days after such filing and will remove the Company's Class A common stock and warrants from listing and registration on Nasdaq. Nasdaq also based its determination on the fact that the Company has failed to timely file its Form 10-Q for the period ended March 31, 2026, as required by Nasdaq Listing Rule 5250(c). The Company does not intend to appeal Nasdaq's determination.