74 Table of Contents Report of Independent Registered Public Accounting Firm To the Stockholders and the Board of Directors of Bitcoin Depot Inc. Opinion on the Financial Statements We have audited the accompanying consolidated balance sheets of Bitcoin Depot Inc. and subsidiaries (the "Company") as of December 31, 2025 and 2024, the related consolidated statements of income, comprehensive income, changes in stockholders’ equity (deficit) and cash flows, for the years then ended, and the related notes (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America. Emphasis of a Matter– Uncertainty Related to Litigation and Regulatory Matters As discussed in Note 21 to the consolidated financial statements, the Company is subject to significant litigation and regulatory matters, the outcomes of which are inherently uncertain. The resolution of these matters could have a material effect on the Company’s financial position, results of operations, and cash flows. Our opinion is not modified with respect to this matter. Basis for Opinion These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. /s/ Wolf & Company, P.C. We have served as the Company's auditor since 2024. Boston, Massachusetts March 18, 2026 75 Table of Contents BITCOIN DEPOT INC. CONSOLIDATED STATEMENTS OF INCOME (in thousands, except share and per share amounts) Year Ended December 31, 2025 2024 Revenue $ 614,851 $ 573,703 Cost of revenue (excluding depreciation and amortization) 501,555 482,263 Operating expenses: Selling, general, and administrative 64,413 57,158 Depreciation and amortization 7,670 10,072 Total operating expenses 72,083 67,230 Income from operations 41,213 24,210 Other (expense) income: Interest expense, net (14,413 ) (14,199 ) Other (expense) income, net (19,927 ) 406 Gain (loss) on foreign currency transactions 124 (465 ) Income before provision for income taxes and non-controlling interest 6,997 9,952 Income tax (expense) (2,288 ) (2,138 ) Net income $ 4,709 $ 7,814 Net income attributable to non-controlling interest 10,891 19,500 Net loss attributable to common stockholders $ (6,182 ) $ (11,686 ) Net loss per share of common stock - basic and diluted * $ (0.86 ) $ (4.21 ) Weighted average number of common shares outstanding - basic and diluted * 7,147,534 2,769,234 * On February 23, 2026, the Company effected a 1-for-7 reverse stock split (the “Reverse Stock Split”) of each class of its issued and outstanding shares of common stock, in each case with a par value of $0.0001 per share. As a result of the Reverse Stock Split, the number of issued and outstanding shares of common stock was reduced from 35,495,968 shares of Class A common stock and 37,846,102 shares of Class M common stock to 5,070,852 shares of Class A common stock and 5,406,586 shares of Class M common stock, retroactively adjusted for all periods presented. See Note 2(r) for further discussion of the calculation of weighted-average common shares outstanding. The accompanying notes are an integral part of these audited consolidated financial statements. 76 Table of Contents BITCOIN DEPOT INC. CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (in thousands, except share and per share amounts) Year Ended December 31, 2025 2024 Net income 4,709 7,814 Other comprehensive income, net of tax Foreign currency translation adjustments (43 ) 34 Total comprehensive income 4,666 7,848 Less: Comprehensive income attributable to non-controlling interest 10,891 19,500 Comprehensive (loss) attributable to common stockholders $ (6,225 ) $ (11,652 ) The accompanying notes are an integral part of these audited consolidated financial statements. 77 Table of Contents BITCOIN DEPOT INC. CONSOLIDATED BALANCE SHEETS (in thousands, except share and per share amounts) As of December 31, 2025 2024 Assets Current: Cash and cash equivalents $ 65,632 $ 29,472 Cryptocurrencies 10,927 1,510 Accounts receivable 639 275 Prepaid expenses and other current assets 3,131 3,076 Total current assets 80,329 34,333 Property and equipment: Furniture and fixtures 635 635 Leasehold improvements 172 172 Kiosk machines - owned 42,903 36,831 Kiosk machines - leased 8,987 10,367 Total property and equipment 52,697 48,005 Less: accumulated depreciation (26,511 ) (21,158 ) Total property and equipment, net 26,186 26,847 Intangible assets, net 804 2,320 Goodwill 8,717 8,717 Operating lease right-of-use assets, net 2,917 2,595 Deposits 1,042 734 Deferred tax assets, net 10,580 4,558 Total assets $ 130,575 $ 80,104 The accompanying notes are an integral part of these audited consolidated financial statements. 78 Table of Contents BITCOIN DEPOT INC. CONSOLIDATED BALANCE SHEETS (in thousands, except share and per share amounts) As of December 31, 2025 2024 Liabilities and Stockholders’ Equity (Deficit) Current: Accounts payable $ 10,667 $ 11,557 Accrued expenses and other current liabilities 41,052 14,260 Notes payable 6,972 6,022 Income taxes payable 1,732 2,207 Deferred revenue 343 20 Operating lease liabilities, current portion 1,300 858 Current installments of obligations under finance leases 1,602 3,446 Other non-income tax payable — 2,259 Total current liabilities 63,668 40,629 Long-term liabilities Notes payable, non-current 53,520 49,457 Operating lease liabilities, non-current 1,610 1,774 Obligations under finance leases, non-current 360 1,950 Deferred income tax, net — 604 Tax receivable agreement liability due to related party — 2,176 Total Liabilities 119,158 96,590 Commitments and Contingencies (Note 21) Stockholders’ Equity (Deficit) Series A Preferred Stock, $0.0001 par value; 50,000,000 authorized, 0 and 1,733,884 shares issued and outstanding, at December 31, 2025 and 2024, respectively — — Class A common stock, $0.0001 par value; 800,000,000 authorized, 5,051,525 and 2,751,881 shares issued, and 5,024,293 and 2,724,649 shares outstanding at December 31, 2025 and 2024, respectively * 4 1 Class B common stock, $0.0001 par value; 20,000,000 authorized, no shares issued and outstanding at December 31, 2025 and 2024, respectively * — — Class E common stock, $0.0001 par value; 2,250,000 authorized, 0 and 153,680 shares issued and outstanding at December 31, 2025 and 2024, respectively * — — Class M common stock, $0.0001 par value; 300,000,000 authorized, 5,406,586 and 0 shares issued and outstanding at December 31, 2025 and 2024, respectively * 4 — Class O common stock, $0.0001 par value; 800,000,000 authorized, no shares issued and outstanding at December 31, 2025 and 2024, respectively * — — Class V common stock, $0.0001 par value; 300,000,000 authorized, 0 and 5,884,718 shares issued and outstanding at December 31, 2025 and 2024, respectively * — 4 Treasury stock (437 ) (437 ) Additional paid-in capital 62,553 21,491 Accumulated deficit (49,612 ) (44,349 ) Accumulated other comprehensive loss (255 ) (342 ) Total Stockholders’ Equity (Deficit) Attributable to Bitcoin Depot Inc. 12,257 (23,632 ) (Deficit) equity attributable to non-controlling interests (840 ) 7,146 Total Stockholders’ Equity (Deficit) 11,417 (16,486 ) Total Liabilities and Stockholders’ Equity (Deficit) $ 130,575 $ 80,104 * On February 23, 2026, the Company effected a 1-for-7 Reverse Stock Split of each class of its issued and outstanding shares of common stock, in each case with a par value of $0.0001 per share. As a result of the Reverse Stock Split, the number of issued and outstanding shares of common stock was reduced from 35,495,968 shares of Class A common stock and 37,846,102 shares of Class M common stock to 5,070,852 shares of Class A common stock and 5,406,586 shares of Class M common stock, retroactively adjusted for all periods presented. The accompanying notes are an integral part of these audited consolidated financial statements. 79 Table of Contents BITCOIN DEPOT INC. CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT) YEAR ENDED DECEMBER 31, 2025 (in thousands, except share amounts) Series A Preferred Stock Class A Common Stock Class E Common Stock Class M Common Stock Class V Common Stock Treasury Stock Shares Amount Shares * Amount Shares * Amount Shares * Amount Shares * Amount Shares * Amount Additional Paid-In Capital Accumulated Deficit Accumulated Other Comprehensive (Loss) Total Stockholders’ Equity (Deficit) Attributable to Bitcoin Depot Inc. Non-Controlling Interest Total Stockholders’ Equity (Deficit) January 1, 2025 1,733,884 $ — 2,751,881 $ 1 153,680 $ — — $ — 5,884,718 $ 4 (27,231 ) $ (437 ) $ 21,491 $ (44,349 ) $ (342 ) $ (23,632 ) $ 7,146 $ (16,486 ) Cumulative-effect adjustment due to the adoption of Accounting Standards Update 2023-08, net of tax — — — — — — — — — — — — — 852 — 852 — 852 Distributions — — — — — — — — — — — — 14 — — 14 (10,116 ) (10,102 ) Foreign currency translation — — — — — — — — — — — — — 67 87 154 (197 ) (43 ) Exchange of Class V common stock for Class M common stock pursuant to the Up-C Restructuring — — — — — — 5,884,718 4 (5,884,718 ) (4 ) — — — — — — — — Cumulative impact of Up-C Restructuring — — — — — — — — — — — — 1,108 — — 1,108 (8,595 ) (7,487 ) Conversion to Class A common stock (1,733,884 ) — 879,510 — (153,680 ) — (478,132 ) — — — — — — — — — — — Shares issued for vested RSU awards — — 124,358 — — — — — — — — — — — — — — — Issuance of Class A common stock, net of issuance costs — — 1,295,776 3 — — — — — — — — 35,105 — — 35,108 — 35,108 Share-based compensation expense — — — — — — — — — — — — 4,835 — — 4,835 31 4,866 Net (loss) income attributable to Bitcoin Depot Inc. — — — — — — — — — — — — — (6,182 ) — (6,182 ) 10,891 4,709 December 31, 2025 — $ — 5,051,525 $ 4 — $ — 5,406,586 $ 4 — $ — (27,231 ) $ (437 ) $ 62,553 $ (49,612 ) $ (255 ) $ 12,257 $ (840 ) $ 11,417 * On February 23, 2026, the Company effected a 1-for-7 Reverse Stock Split of each class of its issued and outstanding shares of common stock, in each case with a par value of $0.0001 per share. As a result of the Reverse Stock Split, the number of issued and outstanding shares of common stock was reduced from 35,495,968 shares of Class A common stock and 37,846,102 shares of Class M common stock to approximately 5,070,852 shares of Class A common stock and 5,406,586 shares of Class M common stock, retroactively adjusted for all periods presented. The accompanying notes are an integral part of these audited consolidated financial statements. 80 Table of Contents BITCOIN DEPOT INC. CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT) YEAR ENDED DECEMBER 31, 2024 (in thousands, except share amounts) Series A Preferred Stock Class A Common Stock Class E Common Stock Class V Common Stock Treasury Stock Shares Amount Shares * Amount Shares * Amount Shares * Amount Shares * Amount Additional Paid-In Capital Accumulated Deficit Accumulated Other Comprehensive (Loss) Total Stockholders’ Deficit Attributable to Bitcoin Depot Inc. Non-Controlling Interest Total Stockholders’ Equity (Deficit) January 1, 2024 3,125,000 $ — 1,943,242 $ 1 153,680 $ — 6,300,000 $ 4 (17,235 ) $ (279 ) $ 17,326 $ (32,663 ) $ (203 ) $ (15,814 ) $ 25,187 $ 9,373 Distributions — — — — — — — — — — — — — — (37,160 ) (37,160 ) Foreign currency translation — — — — — — — — — — — — (139 ) (139 ) 173 34 Conversion of Series A preferred stock to class A common stock (1,391,116 ) — 198,731 — — — — — — — — — — — — — Purchase of treasury shares — — — — — — — — (9,996 ) (158 ) — — — (158 ) — (158 ) Shares issued for vested RSU awards — — 194,626 — — — — — — — — — — — — — Stock compensation — — — — — — — — — — 3,369 — — 3,369 31 3,400 Redemption of non-controlling interest — — 415,282 — — — (415,282 ) — — — 585 — — 585 (585 ) — Change in tax basis in BT HoldCo due to redemption — — — — — — — — — — 211 — — 211 — 211 Net (loss) income attributable to Bitcoin Depot Inc. — — — — — — — — — — — (11,686 ) — (11,686 ) 19,500 7,814 December 31, 2024 1,733,884 $ — 2,751,881 $ 1 153,680 $ — 5,884,718 $ 4 (27,231 ) $ (437 ) $ 21,491 $ (44,349 ) $ (342 ) $ (23,632 ) $ 7,146 $ (16,486 ) * On February 23, 2026, the Company effected a 1-for-7 Reverse Stock Split of each class of its issued and outstanding shares of common stock, in each case with a par value of $0.0001 per share. As a result of the Reverse Stock Split, the number of issued and outstanding shares of common stock was reduced from 35,495,968 shares of Class A common stock and 37,846,102 shares of Class M common stock to approximately 5,070,852 shares of Class A common stock and 5,406,586 shares of Class M common stock, retroactively adjusted for all periods presented. The accompanying notes are an integral part of these audited consolidated financial statements. 81 Table of Contents BITCOIN DEPOT INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (in thousands, except share and per share amounts) Year Ended December 31, 2025 2024 Cash flows from operating activities: Net Income $ 4,709 $ 7,814 Adjustments to reconcile net income to net cash provided by operating activities: Amortization of deferred financing costs 643 1,261 Depreciation and amortization 7,670 10,072 Unrealized loss on cryptocurrencies 2,576 — Non-cash stock compensation 4,866 3,400 Purchase of services in cryptocurrencies 915 1,238 Deferred taxes (6,628 ) (2,997 ) Write-off of deferred financing costs — 3,136 Loss on debt extinguishment 429 — Cryptocurrency received as payment (854 ) (1,372 ) Other 439 754 Change in operating assets and liabilities: Deposits (308 ) (322 ) Accounts receivable (364 ) (30 ) Cryptocurrencies (2,730 ) (44 ) Prepaid expenses and other current assets (54 ) 438 Accounts payable (889 ) 3,222 Accrued expenses and other current liabilities 26,792 (4,247 ) Income taxes payable (475 ) (276 ) Other taxes payable (2,259 ) (38 ) Tax receivable agreement liability (331 ) 1,521 Deferred revenue 322 (277 ) Operating leases, net (491 ) (709 ) Net cash flows provided by operating activities 33,978 22,544 Cash flows from investing activities: Acquisition of property and equipment (5,489 ) (10,750 ) Proceeds from sale of property and equipment 88 — Acquisition of cryptocurrency for investment (8,473 ) (620 ) Net cash flows used in investing activities (13,874 ) (11,370 ) Cash flows from financing activities: Proceeds from issuance of notes payable 25,252 34,514 Principal payments on notes payable (20,997 ) (4,398 ) Payment of debt issuance costs (313 ) (121 ) Principal payments on finance lease (3,433 ) (7,635 ) Proceeds from finance leases — 3,382 Proceeds from issuance of common stock, net 35,108 — Cash paid in connection with Up-C restructuring (9,331 ) — Purchase of treasury stock — (158 ) Distributions (10,102 ) (37,160 ) Net cash flows provided by (used in) financing activities 16,184 (11,576 ) Effect of foreign exchange rate changes on cash and cash equivalents (128 ) 115 Net change in cash and cash equivalents 36,160 (287 ) Cash and cash equivalents - beginning of period 29,472 29,759 Cash and cash equivalents - end of period $ 65,632 $ 29,472 The accompanying notes are an integral part of these audited consolidated financial statements. 82 Table of Contents BITCOIN DEPOT INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (in thousands, except share and per share amounts) Year Ended December 31, 2025 2024 Supplemental disclosures of cash flow information: Cash paid during the year ended December 31 for: Interest $ 10,869 $ 9,926 Income taxes $ 9,651 $ 4,243 Supplemental disclosures of non-cash investing and financing activities: See Note 2 for information on non-cash exchange of Class V for Class M shares and write-off of the Tax Receivable Agreement (as defined below) related to the Up-C Restructuring. See Note 5 for information on non-cash distribution to the Member. See Note 14 for information on non-cash financing activity related to term loan agreements. On March 26, 2024, the Company amended its term loan agreement with its lender. The total principal on the old term loan of $19.9 million was extinguished and the new term loan's principal balance with the same lender is $35.6 million. The net proceeds from the issuance is recorded as an inflow from financing activities of $15.2 million, net of fees paid of $0.5 million. See Note 21 for information on non-cash activity related to a lease termination and new lease arrangements. The accompanying notes are an integral part of these audited consolidated financial statements 83 Table of Contents BITCOIN DEPOT INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (1) Organization and Background (a) Organization Lux Vending, LLC (dba Bitcoin Depot) (“Legacy Bitcoin Depot”) was formed on June 7, 2016. Pursuant to a transaction with GSR II Meteora Acquisition Corp. (“GSRM”), a Delaware corporation formed on October 14, 2021, Legacy Bitcoin Depot merged with and into GSRM and GSRM was renamed Bitcoin Depot Inc. (“Bitcoin Depot”, or the “Company”) (see Note 2(a)). Bitcoin Depot owns and operates a network of cryptocurrency kiosks (“BTMs”) across North America and Australia where customers can buy and sell cryptocurrencies. In addition to the BTM network, Bitcoin Depot also sells cryptocurrency to consumers at a network of retail locations through its BDCheckout product offering and through its website. The BDCheckout offering allows users similar functionality to the BTM kiosks, enabling users to load cash into their accounts at the checkout counter at retailer locations, and use those funds to purchase cryptocurrency. The Company’s website allows users to purchase cryptocurrency online for which the Company earns a commission. Bitcoin Depot also offers a software solution to other BTM operators through its controlled subsidiary, BitAccess Inc. ("BitAccess"). (b) Background Several factors affect the price of cryptocurrencies, including but not limited to: (a) global supply and demand; (b) investors’ expectations with respect to the rate of inflation; (c) interest rates; (d) currency exchange rates, including the rates at which cryptocurrencies may be exchanged for fiat currencies; (e) fiat currency withdrawal and deposit policies of electronic market places where traders may buy and sell cryptocurrencies based on bid-ask trading activity with the various exchanges and the liquidity of those exchanges; (f) interruptions in service from or failures of major cryptocurrency exchanges; (g) investment and trading activities of large investors, including private and registered funds, that may directly or indirectly invest in cryptocurrencies; (h) monetary policies of governments, trade restrictions, currency devaluations and revaluations; (i) regulatory measures, if any, that restrict the use of cryptocurrencies as a form of payment; (j) the maintenance and development of the open-source protocol governing the cryptocurrency’s network; (k) global or regional political, economic or financial events and situations; (l) expectations among market participants that the value of a cryptocurrency will soon change; and (m) the reduction in mining rewards of Bitcoin, including block reward halving events, which are events that occur after a specific period of time and reduces the block reward earned by miners. Global supply for a particular cryptocurrency is determined by the asset’s network source code, which sets the rate at which assets may be awarded to network participants. Global demand for cryptocurrencies is influenced by such factors as the increase in acceptance by retail merchants and commercial businesses of a cryptocurrency as a payment alternative, the security of online exchanges and digital wallets, the perception that the use of cryptocurrencies is safe and secure, and the lack of regulatory restrictions on their use. Additionally, there is no assurance that any cryptocurrency will maintain its long-term value in terms of purchasing power. Any of these events could have a material adverse effect on the Company’s financial position and the results of its operations. (c) Liquidity As of December 31, 2025, the Company had current assets of $80.3 million, including cash and cash equivalents of $65.6 million, current liabilities of $63.7 million, total stockholders’ equity of $11.4 million and an accumulated deficit of $49.6 million. For the year ended December 31, 2025, the Company recognized net income of $4.7 million and generated cash flows from operations of $34.0 million. The Company expects its existing cash and cash equivalents, together with cash provided by operations, to be sufficient to fund its operations for a period of 12 months from the date that these consolidated financial statements are issued. (d) Risks and Uncertainties The operations of Bitcoin Depot are subject to various regulatory challenges and uncertainties. The Company's ability to operate and expand its cryptocurrency kiosk services in compliance with applicable laws and regulations is a significant risk factor that may impact its financial performance and overall business prospects. The regulatory landscape surrounding cryptocurrencies, including the operation of crypto kiosks, is rapidly evolving and can vary significantly from one jurisdiction to another. The impact of heightened regulatory oversight is not yet known. For example, recent legislation in California regulates digital financial asset transaction kiosks (“crypto kiosks”) by imposing the following: limiting to $1,000 per day the amount of funds the kiosk operator can accept from or dispense at its crypto kiosks; limiting the direct and indirect charges an operator may collect from a customer for a single transaction to the greater of $5 or 15% of the dollar equivalent of the digital assets involved in the transaction; (iii) requiring that specific information (including the amount of fees, expenses and charges, as well as any spread between the dollar price of the digital asset charged to the customer and the dollar price for that asset listed by a digital asset exchange) be disclosed both prior to a transaction and on transaction receipts printed by crypto kiosks following the transaction; and (iv) requiring operators to provide the California Department of Financial Protection -84- Table of Contents BITCOIN DEPOT INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS and Innovation with a list of all locations of the crypto kiosks that the operator owns, operates or manages in California. Other state agencies may propose and adopt new regulations (or interpret existing regulations) in ways that could result in significant adverse changes in the regulatory landscape for cryptocurrencies, regardless of whether these or other new laws are adopted. The Company's financial performance and ability to achieve its business objectives may be significantly impacted by the outcome of ongoing regulatory discussions and potential changes in the regulatory framework governing cryptocurrencies in California and in other states that have passed, or may pass, similar legislation. These uncertainties may result in increased compliance costs, operational restrictions, or limitations on the Company's ability to expand its services or enter new markets. Compliance with current and proposed legislation that has not yet been published may be more challenging than expected. In addition, the Company's ability to obtain and maintain the necessary licenses, permits, and approvals from state regulatory authorities is subject to various factors beyond its control, including changes in laws, regulations, or interpretations thereof. Failure to comply with these requirements may result in penalties, fines, or even the suspension or termination of the Company's operations in the state. (2) Basis of Presentation and Summary of Significant Accounting Policies (a) Basis of Presentation Reverse Stock Split On February 23, 2026, the Company effected a 1-for-7 reverse stock split of each class of its issued and outstanding shares of common stock, in each case with a par value of $0.0001 per share. All share and per-share amounts presented in the consolidated financial statements and accompanying notes have been retrospectively adjusted to reflect the reverse stock split. Reverse Recapitalization GSR II Meteora Acquisition Corp. (“GSRM”) was a blank check company incorporated as a Delaware corporation on October 14, 2021, for the purpose of effecting a merger or similar business combination with one or more businesses. On March 1, 2022, GSRM consummated its Initial Public Offering (“IPO”). On August 24, 2022, GSRM entered into a Transaction Agreement, as subsequently amended (the “Transaction Agreement”), by and among GSRM, GSR II Meteora Sponsor LLC (the “Sponsor”), Lux Vending, LLC (dba Bitcoin Depot), and BT Assets, Inc. (“BT Assets”). Prior to the events contemplated in the Transaction Agreement (collectively, the "Merger"), BT Assets was the sole owner and member in Legacy Bitcoin Depot (the "Member"). On June 30, 2023 (the “Closing Date”), Legacy Bitcoin Depot merged with and into Bitcoin Depot Operating LLC (“BT OpCo”), with BT OpCo surviving the Merger as the post-transaction operating company owned solely by a newly formed entity, BT HoldCo, LLC (“BT HoldCo”) with common units (the “BT HoldCo Common Units”), preferred units (the “BT HoldCo Preferred Units”) and earnout units (the “BT HoldCo Earnout Units”) outstanding and issued to BT Assets. In connection with the Merger, GSRM changed its name to Bitcoin Depot Inc., purchased BT HoldCo Common Units owned by BT Assets and was issued BT HoldCo Earnout Units and warrants issued by BT HoldCo to the Company to purchase a number of BT HoldCo Common Units equal to the number of shares of Class A common stock that may be purchased upon the exercise in full of all Warrants outstanding immediately after the Closing Date (“BT HoldCo Matching Warrants”). The former owners of Legacy Bitcoin Depot (i.e., BT Assets and the owners thereof) were issued 6,300,000 non-economic, super voting shares of Class V common stock in Bitcoin Depot. The Class V common stock held by BT Assets corresponded to units held by BT Assets in BT HoldCo and represented non-controlling interests in the Company, as described in Note 11. Following the Closing Date, the Company was organized under an “Up-C” structure in which the business of the Company was operated by BT HoldCo and its subsidiaries, and Bitcoin Depot’s only material direct asset consisted of equity interests in BT HoldCo. At June 30, 2023, the Company had issued and outstanding 1,765,527 common units, 4,300,000 Series A Preferred Units and 6,264,107 warrants in BT HoldCo. Also at June 30, 2023, BT Assets owned 5,885,714 common units, 414,286 Founder Preferred Units, 714,286 Class 1 Earnout Units, 714,286 Class 2 Earnout Units and 714,286 Class 3 Earnout Units in BT HoldCo. Notwithstanding the legal form of the Merger pursuant to the Transaction Agreement, the Merger was accounted for as a reverse recapitalization. The Merger was accounted for as a common control transaction and reverse recapitalization in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”), as BT Assets controlled BT OpCo both before and after the transactions. 85 Table of Contents BITCOIN DEPOT INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Legacy Bitcoin Depot was determined to be the predecessor and represented a continuation of BT OpCo’s balance sheet and consolidated statement of Income (Loss) and Comprehensive Income (Loss), reflective of the recapitalization of the Merger. As a result of the reverse capitalization accounting, the consolidated assets and liabilities of Legacy Bitcoin Depot are reflected by the Company at their historical cost with no additional goodwill or intangible assets recorded, accompanied by a recapitalization of the equity structure. In connection with the Merger, the Company’s Class A common stock is now listed on the Nasdaq stock market under the symbol BTM and the Warrants to purchase the Class A common stock are listed on the Nasdaq stock market under the symbol BTMWW in lieu of the GSRM Ordinary Shares and GSRM’s warrants, respectively. GSRM’s units automatically separated into the GSRM’s Ordinary Shares and GSRM’s warrants and ceased trading separately on the Nasdaq stock market following the Closing Date. Prior to the Merger, GSRM neither engaged in any operations nor generated any revenue. Until the Merger, based on GSRM’s business activities, it was a shell company as defined under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Up-C Restructuring On May 30, 2025, the Company entered into and consummated the transactions contemplated by the Agreement and Plan of Merger (the “Merger Agreement”) with BT Assets, Brandon Mintz, BD Investment Holdings LLC, a Delaware limited liability company, BD Investment Holdings II LLC, a Delaware limited liability company, BT HoldCo, BCD Merger Sub LLC, a Delaware limited liability company and a direct wholly owned subsidiary of the Company (“Merger Sub LLC”), and BCD Merger Sub Inc., a Delaware corporation and a direct wholly owned subsidiary of the Company (“Merger Sub Inc.”), resulting in, among other things, BT HoldCo becoming a wholly owned subsidiary of the Company. In addition, the Company and BT Assets agreed to terminate the Tax Receivable Agreement, dated as of June 30, 2023 (the “Tax Receivable Agreement”), by and among the Company, BT HoldCo and BT Assets (the transactions contemplated by the Merger Agreement, the “Up-C Restructuring”). Under the Company’s organizational structure immediately prior to the consummation of the Up-C Restructuring, the Company was a holding company and its principal asset was its ownership of BT HoldCo Common Units and warrants to purchase BT HoldCo Common Units (“BT HoldCo Warrants”). The Company, BT Assets, which prior to the merger was an entity owned and controlled by Mr. Mintz, and certain entities affiliated with Mr. Mintz, were the only members of BT HoldCo. The Company’s public stockholders held shares of Class A common stock, which are entitled to one vote per share on all matters submitted to a vote of stockholders of the Company and have economic rights (including rights to dividends and distributions upon liquidation by the Company), and/or Warrants, which are exercisable for shares of Class A common stock at a price of $80.50 per share. Mr. Mintz, through his ownership of BT Assets, held (i) 5,884,718 shares of the Company’s Class V common stock constituting all of the issued and outstanding shares of Class V common stock immediately prior to the consummation of the Up-C Restructuring, which were entitled to ten votes per share on all matters submitted to a vote of stockholders of the Company, but had no economic rights, and (ii) 5,884,718 BT HoldCo Common Units, constituting approximately 63.48% of the issued and outstanding BT HoldCo Common Units immediately prior to the consummation of the Up-C Restructuring, which have economic rights equivalent to the Class A common stock (including rights to distributions from BT HoldCo, including upon liquidation), but have no voting rights. Following the consummation of the Up-C Restructuring, the public stockholders continue to hold their issued and outstanding Class A common stock and Warrants, and their respective voting and economic rights with respect to the Company did not change as a result of the Up-C Restructuring. In connection with the Up-C Restructuring, (a) the stockholders of BT Assets (which included Mr. Mintz and his affiliated entities), in consideration for 100% of the shares of capital stock of BT Assets, received a number of newly issued shares of the Company’s Class M common stock equivalent to one share of Class M common stock for each share of Class V common stock held by BT Assets immediately prior to the consummation of the Up-C Restructuring. The shares of Class M common stock are entitled to ten votes per share on all matters submitted to a vote of stockholders and have economic rights (including rights to dividends and distributions upon liquidation by the Company) that are the same as the Class A common stock. As a result, Mr. Mintz no longer has economic rights through BT HoldCo Common Units and instead participates, together with the public stockholders of the Company, directly in the economics of the Company through their ownership of Class M common stock and Class A common stock, respectively. Under the Company’s second amended and restated certificate of incorporation, shares of Class M common stock automatically convert on a one-for-one basis into fully paid and non-assessable shares of Class A common stock upon (a) the transfer of Class M common stock to any person other than Mr. Mintz or his affiliates and (b) Mr. Mintz and his affiliates ceasing to own shares of Class M common stock that represent at least 20% of the voting power represented by the shares of Class V common stock held by Mr. Mintz and his affiliates as of immediately after the closing of the Company’s de-SPAC transaction on June 30, 2023. In connection with the Up-C Restructuring, the Company and Mr. Mintz agreed to terminate the Tax Receivable Agreement. 86 Table of Contents BITCOIN DEPOT INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS As consideration under the Merger Agreement, the Company (i) issued to former stockholders of BT Assets 5,884,718 shares of Class M common stock in exchange for the shares of Class V common stock and BT HoldCo Common Units held by BT Assets immediately prior to the Up-C Restructuring, and (ii) entered into a contingent equity rights agreement with the former stockholders of BT Assets which provides potential economic benefits equivalent to those provided to BT Assets by the earnout units in BT HoldCo held by BT Assets immediately prior to the Up-C Restructuring. As consideration for the termination of the Tax Receivable Agreement, as of December 31, 2025 the Company has made cash payments to the former stockholders of BT Assets (including Mr. Mintz and his affiliated entities) in the amount of $9.3 million. As the transaction involved an exchange of equity interests, with no change in control over net assets, it was accounted for as a common control transaction. Basis of Consolidation The Company consolidates business enterprises that it controls by ownership of a majority voting interest. However, there are situations in which consolidation is required even though the usual condition of consolidation (ownership of a majority voting interest) does not apply. An enterprise must consolidate a Variable Interest Entity (“VIE”) if it is determined to be the primary beneficiary of the VIE. The primary beneficiary has both (a) the power to direct the activities of the VIE that most significantly impact the entity’s economic performance, and (b) the obligation to absorb losses or the right to receive benefits from the VIE that could potentially be significant to the VIE. The Company consolidates all entities that it controls by ownership of a majority voting interest as well as VIEs for which the Company is the primary beneficiary. In connection with the Merger, the Company became the sole managing member of BT HoldCo, which holds all of the Company’s operating subsidiaries, and has the sole authority to make the key operating decisions on behalf of BT HoldCo. As such, the Company determined that BT HoldCo is a VIE and the Company is the primary beneficiary. Accordingly, these consolidated financial statements include the assets, liabilities and results of operations of BT HoldCo. The consolidated financial statements of the Company include the accounts of Bitcoin Depot Inc. and its controlled subsidiaries: BCD Merger Sub LLC, BT HoldCo, Kiosk HoldCo LLC, MCA Services Group, LLC, Bitcoin Depot Operating LLC, Lux Vending Kiosk, LLC, Mintz Assets, Inc., Brazil BTM Limitada, BTM Solutions India Private Limited, Express Vending, Inc., Kiosk Technicians LLC, NZ BTM Ltd., AUS BTM Pty Ltd., UK BTM LTD, HK BTM Limited, BTM International Holdings I LLC, BTM International Holdings II LLC, Bitcoin Depot, S. de R.L. de C.V., Intuitive Software, LLC, Digital Gold Ventures, Inc. (“Digital Gold”), and BitAccess Inc. BCD Merger Sub LLC is a holding company with ownership of BT Holdco. BT HoldCo is a holding company with ownership of Kiosk HoldCo LLC. Kiosk HoldCo LLC is a holding company with ownership of MCA Services Group, LLC and Bitcoin Depot Operating LLC. Bitcoin Depot Operating LLC is a holding company with ownership of Lux Vending Kiosk LLC, Mintz Assets, Inc. and Intuitive Software, LLC. Mintz Assets, Inc. is a holding company that holds the ownership of Brazil BTM Limitada, BTM Solutions India Private Limited, Express Vending, Inc., Kiosk Technicians LLC, NZ BTM Ltd., AUS BTM Pty Ltd., UK BTM LTD, HK BTM Limited, BTM International Holdings I LLC, and BTM International Holdings II LLC. BTM International Holdings I LLC and BTM International Holdings II LLC are holding companies that hold joint ownership of Bitcoin Depot, S. de R.L. de C.V. Express Vending, Inc. is a Canadian corporation whose business activities include owning and operating a network of BTM kiosks in Canada. Intuitive Software, LLC is a holding company that holds an 82.14% equity interest (through its ownership of Digital Gold) in BitAccess Inc., a Canadian corporation. The non-controlling interests held by investors directly in BT HoldCo and BitAccess are presented separately as further discussed in Note 11. Intercompany balances and transactions have been eliminated in consolidation. (b) Use of Estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the consolidated financial statements, and the reported amounts of revenues and expenses during the reporting period. Estimates are used for, but not limited to, valuation of current and deferred income taxes, the determination of the useful lives of property and equipment, recoverability of intangible assets and goodwill, fair value of long-term debt, present value of lease liabilities and right-of-use assets, assumptions and inputs for fair value measurements used in business combinations and in the transaction, impairments of cryptocurrencies, share-based compensation, and contingencies, including liabilities that the Company deems are not probable of assertion. The Company bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances. Actual results could differ from these estimates. 87 Table of Contents BITCOIN DEPOT INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (c) Concentration of Credit Risk Arising from Cash Deposits in Excess of Insured Limits The Company maintains cash in established U.S., Canadian and Australian financial institutions that often will exceed federally insured limits. The Company has not experienced any losses in such accounts that are maintained at the financial institutions. The Company maintains cash balances in its BTMs and in fiat wallets with cryptocurrency exchanges to facilitate the purchase and sale of cryptocurrencies. The cash balances in the BTMs are not insured. The Company had cash of $10.9 million and $10.7 million in BTMs at December 31, 2025 and December 31, 2024, respectively. Cash maintained in fiat wallets with cryptocurrency exchanges was immaterial as of December 31, 2025 and 2024 and is not insured. A significant customer concentration is defined as one from whom at least 10% of annual revenue is derived. The Company had no significant customer concentration for the years ended December 31, 2025 and 2024. (d) Cash and Cash Equivalents Cash and cash equivalents includes cash maintained at various financial institutions, cryptocurrency exchanges, cash in transit, and cash in BTMs owned and leased by the Company. Cash in transit consists of cash that is picked up by armored truck companies from the Company’s BTM machines but not yet deposited in the Company’s bank accounts. As of December 31, 2025 and 2024, the Company had cash in transit of $3.3 million and $2.6 million, respectively. Management evaluates cash in transit based on outstanding cash deposits on cash picked up by the armored truck companies, historical cash deposits and cash that is lost during transit, which is immaterial. The armored truck companies maintain insurance over theft and losses. (e) Cryptocurrencies Cryptocurrencies are a unit of account that function as a medium of exchange on a respective blockchain network, a digital and decentralized ledger that keeps a record of all transactions that take place across a peer-to-peer network. The Company’s cryptocurrencies primarily consisted of Bitcoin (“BTC”) as of and for the year ended December 31, 2025 and 2024. The Company purchases cryptocurrencies, which are held in the Company’s hot wallets, on a just-in-time basis to facilitate sales to customers and mitigate exposure to volatility in cryptocurrency prices. The Company sells its cryptocurrencies to its customers from its BTMs and BDCheckout locations in exchange for cash, for a prescribed transaction fee applied to the current market price of the cryptocurrency at the time of the transaction, plus a predetermined markup. When cryptocurrency is sold to customers, the Company relieves the carrying amount, measured at fair value as of the most recent remeasurement date, on a first-in, first-out basis within cost of revenue (excluding depreciation and amortization). The Company has control and ownership of its cryptocurrencies which are stored in both the Company’s proprietary hot wallets and hot wallets hosted by a third-party, BitGo, Inc. In June 2024, the Company began allocating a portion of its cash reserves to Bitcoin. As of December 31, 2025 and 2024, the Company had Bitcoin of $8.8 million (recorded at fair value) and $0.6 million (recorded at adjusted cost basis), respectively, allocated to its treasury strategy within Cryptocurrencies on its Consolidated Balance Sheets. On January 1, 2025, the Company adopted ASU 2023-08 "Intangibles—Goodwill and Other—Crypto Assets (Subtopic 350-60) Accounting for and Disclosure of Crypto Assets" (“ASU 2023-08”). See Note 3. Beginning January 1, 2025, cryptocurrencies are recorded on the Company’s Consolidated Balance Sheets at fair value. In 2024, prior to the adoption of ASU 2023-08, cryptocurrencies were recorded on the Company’s consolidated Balance Sheets at cost, less impairment charges, if any. We determine and record the fair value of our cryptocurrencies in accordance with ASC 820, Fair Value Measurement (“ASC 820”), based on quoted prices on the active exchange that we have determined is the principal market for such assets (Level 1 inputs). We determine the cost basis of our cryptocurrencies using the first-in-first-out-method. For all cryptocurrencies during periods prior to January 1, 2025, impairment losses were recognized within Cost of Revenue in the Consolidated Statements of Income in the period in which the impairment was identified. For periods after January 1, 2025, realized and unrealized gains and losses for cryptocurrencies held as investments are recorded in Other income (expense), net, and realized and unrealized gains and losses and cryptocurrencies used to facilitate sales are recorded in Cost of Revenue in our Consolidated Statements of Income. 88 Table of Contents BITCOIN DEPOT INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS The related cash flows from revenue generating cryptocurrency transactions are presented as cash flows from operating activities on the Consolidated Statements of Cash Flows. The related cash flows from investments in and sales of cryptocurrencies held for investment purposes are presented as cash flows from investing activities on the Consolidated Statements of Cash Flows. The primary purpose of the Company’s operations is to buy and sell Bitcoin using its BTM network and other services. The Company does not engage in broker-dealer activities. The Company uses various exchanges and liquidity providers to purchase, liquidate and manage its cryptocurrency positions; however, this does not impact the accounting for these assets. See Notes 2(j) and 2(k) to the consolidated financial statements for further information regarding the Company’s revenue recognition and cost of revenue related to the Company’s cryptocurrencies. (f) Property and Equipment Property and equipment are stated at cost, less accumulated depreciation. Finance leases for kiosk machines are stated at the present value of the future minimum lease payments, less accumulated depreciation. Expenditures for maintenance and repairs are expensed as incurred. The cost of assets sold, retired, or otherwise disposed of, and the related accumulated depreciation are eliminated from their respective accounts and any resulting gain or loss is recognized in the consolidated Statements of Income upon disposition. Depreciation of property and equipment is determined using the straight-line method over the estimated useful lives of the assets, which are as follows: Furniture and fixtures 7 years Leasehold improvements Lesser of estimated useful life or life of the lease Kiosk machines - owned 7 years Kiosk machines - leased 7 years or life of the lease Depreciation expense for the years ended December 31, 2025 and 2024 totaled $6.2 million, and $8.6 million, respectively. In connection with an assessment of the estimated useful lives of the Company's owned and leased kiosks conducted in July 2024, the Company determined that the estimated useful lives of its owned and leased kiosks should be increased from 5 years to 7 years. This change in accounting estimate was effective beginning August 1, 2024 and is being applied on a prospective basis to the owned and leased kiosks on the Company's balance sheet as of July 31, 2024, as well as to subsequent kiosk leases or purchases. Based on the net carrying amount of assets in use as of August 1, 2024, the impact of this change was a reduction of $2.3 million in depreciation expense and an increase of $0.12 in basic and diluted earnings per share for the year ended December 31, 2024. (g) Collaborative Arrangement In March 2025, the Company entered into a collaborative arrangement under ASC 808, Collaborative Arrangements (ASC 808) with an Australian digital currency exchange provider registered with the Australian Transaction Reports and Analysis Centre (AUSTRAC) ("Partner"), authorized to provide virtual asset exchange and bullion trading services within Australia. The purpose of the arrangement is the deployment and operation of an Australian BTM network. In connection with the arrangement, the Company funds and imports the BTMs, programs kiosk software for compliant transactions, procures Know Your Customer (KYC) and Anti-Money Laundering (AML) vendor support, and provides ongoing operational support, marketing, and day-to-day project management. The Partner provides the virtual-asset exchange services to BTM customers, including AML and Counter-Terrorism Financing (CTF) compliance. This arrangement is accounted for as a collaborative arrangement under ASC 808 due to both parties actively participating in the operation of the Australian BTM program and performing distinct, complementary activities in pursuing a common commercial objective, without the formation of a separate legal entity or shared equity ownership. Under the arrangement, the Partner is entitled to the greater of 6.5% of gross profit from Australian BTM operations or a minimum weekly retainer. The Company recognized revenue from third-party customer transactions on a gross basis under ASC 606, Revenue from Contracts with Customers (ASC 606) as principal. Amounts arising from transactions between the participants are recorded in cost of revenue or selling, general and administrative expenses based on the nature of the costs. During the year ended December 31, 2025, amounts attributable to transactions between the participants were immaterial. 89 Table of Contents BITCOIN DEPOT INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (h) Impairment of Long-Lived Assets Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset group may not be fully recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of the asset group to its fair value, which is normally determined through analysis of the future net cash flows expected to be generated by the asset group. If such asset group is considered to be impaired, the impairment to be recognized is measured by the amount that the carrying amount of the asset group exceeds the fair value of the asset group. There were no impairments of long-lived assets for the year ended December 31, 2025. (i) Goodwill and Intangible Assets, net Goodwill represents the excess of the consideration transferred over the estimated fair value of the acquired assets, assumed liabilities, and any non-controlling interest in the acquired entity in a business combination. The Company tests for impairment at least annually, or more frequently if an event occurs or circumstances change that would more likely than not reduce the fair value of the reporting unit below its carrying value. The Company performs it's annual test for impairment as of October 1 at the reporting unit level. There was no impairment of goodwill for the year ended December 31, 2025. During 2024, the Company changed its annual impairment testing date from December 31 to October 1. The Company believes this new date is preferable as it allows for more timely completion of the annual goodwill impairment test prior to the end of our annual financial reporting period. The Company applied the change in annual impairment testing date prospectively beginning October 1, 2024. Intangible assets, net consist of tradenames, customer relationships, and software applications. Intangible assets with finite lives are amortized over their estimated lives and evaluated for impairment when an event or change in circumstances occurs that warrants such a review. Management periodically evaluates whether changes to estimated useful lives of intangible assets are necessary to ensure its estimates accurately reflect the economic use of the related intangible assets. (j) Revenue Recognition BTM Kiosks and BDCheckout Revenue is principally derived from the sale of cryptocurrencies at the point-of-sale on transactions initiated by customers. These customer-initiated transactions are governed by terms and conditions agreed to at the time of each point-of-sale transaction and do not extend beyond the transaction. The Company charges a fee at the transaction level. The transaction price for the customer is the price of the cryptocurrency, which is based on the exchange value at the time of the transaction, plus a markup, and a flat fee. The exchange value is determined using real-time exchange prices and the markup percentage is determined by the Company and depends on the current market, competition, the geography of the location of the sale, and the method of purchase. The Company’s revenue from contracts with customers is principally comprised of a single performance obligation to provide cryptocurrencies when customers buy cryptocurrencies at a BTM kiosk or through BDCheckout. BDCheckout sales are similar to sales from BTM kiosks in that, customers buy cryptocurrencies with cash; however, the BDCheckout transactions are completed at the checkout counter of retail locations, initiated using the Bitcoin Depot mobile app instead of through the BTM kiosks. Regardless of the method by which the customer purchases the cryptocurrency, the Company considers its performance obligation satisfied when control of the cryptocurrency is transferred to the customer, which is at the point in time the cryptocurrency is transferred to the customer’s cryptocurrency wallet and the transaction is validated on the blockchain. The typical processing time for the Company's transactions with customers is 30 minutes or less. Contract liabilities are amounts received from customers in advance of the Company transferring the cryptocurrencies to the customer’s wallet and the transaction validated on the blockchain. Contract liabilities are presented in “Deferred revenue” on the Consolidated Balance Sheets and are not material as of December 31, 2025 and 2024. Judgment is required in determining whether the Company is the principal or the agent in transactions with customers. The Company evaluates the presentation of revenue on a gross or net basis based on whether it controls the cryptocurrency before control is transferred to the customer (gross) or whether it acts as an agent by arranging for other customers on the platform to provide the cryptocurrency to the customer (net). The Company controls the cryptocurrency before it is transferred to the customer, has ownership risk related to the cryptocurrency (including market price volatility), sets the transaction fee to be charged, and is responsible for transferring the 90 Table of Contents BITCOIN DEPOT INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS cryptocurrency to the customer upon purchase. Therefore, the Company is the principal in transactions with customers and presents revenue and cost of revenue (excluding depreciation and amortization) from the sale of cryptocurrencies on a gross basis. (k) Cost of Revenue (excluding depreciation and amortization) The Company’s cost of revenue consists primarily of direct costs related to selling cryptocurrencies and operating the Company’s network of BTMs. The cost of revenue (excluding depreciation and amortization) caption includes cryptocurrency expenses, floorspace expenses, and kiosk operations expenses. Cryptocurrency expenses Cryptocurrency expenses include the cost of cryptocurrencies, fees paid to obtain cryptocurrencies, gains on sales of cryptocurrencies on exchange, fees paid to operate the third-party software on the BTM kiosks, and fees paid to transfer cryptocurrencies to customers. Floorspace lease expenses Floorspace lease expenses include lease expenses related to the placement of BTM kiosks. Kiosk Operations expenses Kiosk operations expenses include the cost of kiosk repair and maintenance and the cost of armored trucks to collect and transport cash deposited into the BTM kiosks. The Company presents cost of revenue in the consolidated Statements of Income exclusive of depreciation related to BTM kiosks and amortization of intangible assets related to software applications, tradenames and customer relationships. (l) Advertising The Company expenses advertising costs as incurred. Advertising expenses were $6.5 million and $6.1 million for the years ended December 31, 2025 and 2024, respectively. Amounts are included in selling, general and administrative expenses in the consolidated Statements of Income. (m) Foreign Currency The functional currency of the Company is the USD. The functional currency of Express Vending, Inc. is the Canadian Dollar. All revenue, cost and expense accounts recorded in foreign currencies are translated at an average of exchange rates in effect during the period. Assets and liabilities recorded in foreign currencies are translated at the exchange rate as of the balance sheet date. The resulting translation adjustments are recorded as a separate component of Stockholders’ Equity (Deficit), identified as accumulated other comprehensive income (loss). (n) Income Taxes The Company is treated as a corporation for U.S. federal income tax purposes. The transactions in connection with the Up-C Restructuring were stepped together as a single-tax-free reorganization pursuant to Section 368(a)(1)(A) of the Internal Revenue Code of 1986, as amended (the “Code”), for U.S. federal income tax purposes. As a result of the Up-C Restructuring, BT HoldCo is now wholly owned by the Company through BCD Merger Sub, LLC and is treated as a disregarded entity for U.S. federal and applicable state and local income tax purposes. Bitcoin Depot Operating LLC is a single-member limited liability company owned by BT HoldCo through Kiosk HoldCo LLC and is treated as a disregarded entity for U.S. federal and applicable state and local income tax purposes. BCD Merger Sub, LLC is a single-member limited liability company owned by Bitcoin Depot Inc. and is treated as a disregarded entity for U.S. federal and applicable state and local income tax purposes. BT HoldCo’s, Bitcoin Depot Operating LLC’s and BCD Merger Sub, LLC’s operating results are reflected on the Company’s U.S. federal income tax return. As a result of the Up-C Restructuring, certain tax basis cumulative timing differences were shifted from BT HoldCo to the Company, which was booked as a discrete item through tax expense. Mintz Assets, Inc., is treated as a corporation for U.S. federal and applicable state and local income tax purposes. Intuitive Software, LLC., and its wholly owned subsidiary, Digital Gold Ventures Inc. ("Digital Gold"), are treated as corporations for U.S. federal 91 Table of Contents BITCOIN DEPOT INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS income tax purposes. Each of BitAccess Inc., Express Vending, Inc., and Digital Gold is a Canadian corporation. For the years ended December 31, 2025 and 2024, there was minimal activity for Mintz Assets, Inc. and Intuitive Software, LLC and no activity for Digital Gold. As such, there were no U.S. federal income taxes for these entities. Deferred taxes are recognized for future tax consequences attributable to differences between the consolidated financial statement carrying amounts of existing assets and liabilities and their respective tax basis and net operating loss carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect of any tax rate change on deferred taxes is recognized in the period that includes the enactment date of the tax rate change. Realization of deferred tax assets is assessed on an annual basis and, unless a deferred tax asset is more likely than not to be utilized, a valuation allowance is recorded to write down the deferred tax assets to their net realizable value. In assessing the realizability of deferred income tax assets, management considers whether it is more-likely-than-not that some portion or all of the deferred income tax assets will be realized. The ultimate realization of deferred income tax assets is dependent upon the generation of future taxable income during the periods in which those deductible temporary differences reverse. Management considers the scheduled reversal of deferred income tax liabilities, projected future taxable income, and tax planning strategies in making this assessment. For uncertain income tax positions, the Company uses a more-likely-than-not recognition threshold based on the technical merits of the income tax position taken. Income tax positions that meet the more-likely-than-not recognition threshold are measured in order to determine the tax benefit recognized in the financial statements. The Company recognizes accrued interest related to unrecognized tax benefits as part of income tax expense. Penalties, if incurred, are recognized as a component of income tax expense. (o) Fair Value of Financial Instruments Certain assets and liabilities are reported or disclosed at fair value. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date in the Company’s principal market for such transactions. If the Company has not established a principal market for such transactions, fair value is determined based on the most advantageous market. The Company uses a three-level hierarchy that prioritizes fair value measurements based on the types of inputs used for the various valuation techniques. The three levels of the fair value hierarchy are described below: •Level 1: Quoted (unadjusted) prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities. •Level 2: Inputs other than quoted prices that are either directly or indirectly observable, such as quoted prices in active markets for similar assets or liabilities, quoted prices for identical or similar assets or liabilities in inactive markets, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. •Level 3: Inputs that are generally unobservable, supported by little or no market activity, and typically reflect management’s estimates of assumptions that market participants would use in pricing the asset or liability. The categorization of an asset or liability within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement. The valuation techniques used by the Company when measuring fair value maximize the use of observable inputs and minimize the use of unobservable inputs. (p) Share-Based Compensation BitAccess The Company maintains an equity award plan under which the officers and employees of BitAccess were awarded various types of share-based compensation, including options to purchase shares of BitAccess common stock and restricted stock units. For stock options, share-based compensation expense is based on the fair value of the awards on the date of grant, as estimated using the Black-Scholes option pricing model. The model requires management to make a number of assumptions, including the fair value and expected volatility of BitAccess' underlying BitAccess common stock price, expected life of the option, risk-free interest rate, and expected dividend yield. The fair value of the underlying stock is the estimated fair value of BitAccess common stock on the date of grant. The expected stock price volatility assumption for BitAccess' stock is determined by using a weighted average of the historical stock price volatility of comparable companies from a representative peer group, as BitAccess stock is not actively traded. The Company 92 Table of Contents BITCOIN DEPOT INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS uses historical exercise information and contractual terms of options to estimate the expected term. The risk-free interest rate for periods within the expected life of the option is based on the U.S. Treasury zero coupon bonds with terms consistent with the expected term of the award at the time of grant. The expected dividend yield assumption is based on BitAccess’ history and expectation of no dividend payouts. 2023 Omnibus Incentive Plan In conjunction with the close of the Merger the Company established the Bitcoin Depot Inc. 2023 Omnibus Incentive Plan (the “Incentive Plan”) under which officers, directors, and employees may be awarded various types of share-based compensation, including but not limited to, restricted stock, stock options, and restricted stock units. Under the Incentive Plan, the Company has granted time-based and issued performance-based restricted stock units ("RSUs"). The Company recognizes compensation expense for the RSUs in accordance with ASC 718 - Compensation - Stock Compensation, ("ASC 718"). For RSUs, share-based compensation expense is based on the fair value of the Company’s Class A common stock at the closing price on the day before the date of grant. Share-based compensation expense associated with time-based RSUs is recognized on a straight-line basis over the award’s requisite service period (generally the vesting period). Share-based compensation expense associated with performance-based RSUs is determined based on the number of performance-based RSUs that are earned based on the Company's achievement of certain adjusted EBITDA targets that are determined and approved by the Company's Compensation Committee at its sole discretion. Forfeitures of awards granted under the Incentive Plan are accounted for at the time the forfeiture occurs. (q) Segment Reporting Operating segments are defined as components of an entity for which separate financial information is available and that is regularly reviewed by the Chief Operating Decision Maker (the “CODM”) in deciding how to allocate resources to an individual segment and in assessing performance. The Company’s Chief Executive Officer is the Company’s CODM. The CODM reviews financial information presented on a global, consolidated basis for purposes of making operating decisions, allocating resources, and evaluating financial performance. As such, the Company has determined that it operates as one operating segment and one reportable segment. (r) Net Income Per Share Attributable to Class A Common Stock and Class M Common Stock Basic earnings per share of Class A and Class M common stock is computed by dividing net income attributable to common stockholders by the weighted-average number of shares of Class A and Class M common stock outstanding and Series A Preferred Stock outstanding, which has similar economic rights to the Class A common stock during the same period. Diluted net income per share of Class A and Class M common stock is computed by dividing net income attributable to the Company by the weighted-average number of shares of Class A and Class M common stock outstanding adjusted to give effect to potentially dilutive securities. Potential shares of common stock consist of incremental shares issuable upon the assumed exercise of stock options and warrants and vesting of RSUs, as applicable. The weighted-average shares outstanding used to compute net income per common share, basic and diluted, were 7,147,534 and 2,769,234 for the year ended December 31, 2025 and 2024, respectively. These amounts have been adjusted for the Reverse Stock Split. The presentation of prior period number of shares of Series A Preferred Stock outstanding did not change as a result of the Reverse Stock Split. However, the Series A Preferred Stock charter contains an automatic adjustment provision to the number of shares of Class A common stock issuable upon conversion in the event of a stock split or reverse split. As a result, the number of shares of Series A Preferred Stock used in the calculation of weighted-average shares outstanding includes a 1-for-7 adjustment on an as-converted basis. (s) Litigation The Company assesses legal contingencies in accordance with ASC 450 - Contingencies and determines whether a legal contingency is probable, reasonably possible or remote. When contingencies become probable and can be reasonably estimated, the Company records an estimate of the probable loss. When contingencies are considered probable or reasonably possible but cannot be reasonably estimated, the Company discloses the contingency when the probable or reasonably possible loss could be material. Legal costs are expensed in the period in which the costs are incurred. During the year ended December 31, 2025, the Company incurred an $18.5 million expense related to the Cash Cloud arbitration award which is recognized in other (expense) income on the Consolidated Statements of Income. See Note 21 Commitments and Contingencies for further information on Cash Cloud and other open litigation matters. (t) Earnouts At the close of the Merger, GSRM received a total of 1,075,761 earnout shares ("Sponsor Earnout Shares") in the form of Class-E 93 Table of Contents BITCOIN DEPOT INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS common stock of the Company. In December 2024, the BT HoldCo Founder Preferred Units were converted into BT HoldCo Common Units in connection with the payment of a $29 million distribution to the holders of the Founder Preferred Units. During the three months ended March 31, 2025, the holders of the Series A Preferred Stock exercised their option to convert the Series A Preferred Stock for Class A common stock on a 1:1 basis. In conjunction with the conversion of the Series A Preferred Stock, the BT HoldCo Preferred Units were automatically converted into BT HoldCo Common Units. The conversion of the outstanding BT HoldCo Preferred Units triggered the automatic conversion of the Class E common stock into Class A common stock. As of December 31, 2025, the Company did not have any Class E common stock outstanding. In addition to the Sponsor Earnout Shares, certain owners of BT HoldCo are entitled to receive an additional 15,000,000 BT HoldCo Earnout Units (“BT Earnout”). Pursuant to the Up-C Restructuring, the BT Earnout Units were cancelled and replaced with an equal amount of Contingent Equity Rights (CERs). The CERs are structured similarly to the Sponsor Earnout Shares with consistent milestones and vesting conditions. The Company evaluated the Sponsor Earnout Shares and CERs under ASC 815-40, Derivatives and Hedging—Contracts in Entity’s Own Equity, and concluded equity classification is appropriate. As equity-classified contracts, the Sponsor Earnout Shares are not subject to remeasurement provided the conditions for equity-classification continue to be met. The Sponsor Earnout Shares have been recorded in connection with the reverse recapitalization accounting as part of the adjustment to accumulated deficit due to the absence of additional paid in capital. (u) Warrants In connection with the Merger, the Company assumed a total of 43,848,750 Warrants, consisting of 31,625,000 Public Warrants and 12,223,750 Private Placement Warrants issued by GSRM which continue to be outstanding following the Merger. The outstanding Warrants are accounted for as freestanding equity contracts and are classified in equity under ASC 815-40, Derivatives and Hedging—Contracts in Entity’s Own Equity. (v) Emerging Growth Company Status The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”), as modified by the Jumpstart our Business Startups Act of 2012, (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act and reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements. (3) Recent Accounting Pronouncements Accounting Pronouncement Adopted In November 2023, the FASB issued ASU 2023-07 "Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures". The amendments require entities to disclose significant segment expenses impacting profit and loss that are regularly provided to the CODM. In addition, the amendments enhance interim disclosure requirements, clarify circumstances in which an entity can disclose multiple segment measures of profit or loss, provide new segment disclosure requirements for entities with a single reportable segment, and contain other disclosure requirements. The update is required to be applied retrospectively to prior periods presented, based on the significant segment expense categories identified and disclosed in the period of adoption. The amendments are required to be adopted for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024 with early adoption permitted. The Company adopted this accounting standard effective January 1, 2024, which resulted in additional segment disclosures primarily related to significant expenses that are regularly provided to the CODM. In December 2023, the FASB issued ASU 2023-08 "Intangibles—Goodwill and Other—Crypto Assets (Subtopic 350-60) Accounting for and Disclosure of Crypto Assets". ASU 2023-08 requires entities to measure crypto assets that meet the scope criteria at fair value and to reflect changes in fair value in net income each reporting period. The amendments in ASU 2023-08 also require entities to present crypto assets measured at fair value separately from other intangible assets on the balance sheet and changes in the fair value measurement of crypto assets separately from changes in the carrying amounts of other intangible assets on the income statement. The amendments in the ASU are effective for all entities for fiscal years beginning after December 15, 2024, including interim periods within those fiscal years. Early adoption is permitted for both interim and annual financial statements that have not yet been issued or made 94 Table of Contents BITCOIN DEPOT INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS available for issuance. The Company adopted this accounting standard on a modified retrospective approach effective January 1, 2025. See Note 12, Cryptocurrencies, for the inclusion of the new required disclosures. The cumulative effect of the changes made on our January 1, 2025 consolidated balance sheet for the adoption of ASU 2023-08 was as follows (in thousands): Balances at December 31, 2024 Adjustments from Adoption of ASU 2023-08 Balances at January 1, 2025 Assets Cryptocurrencies $ 1,510 $ 852 $ 2,362 Stockholders' (deficit) equity Accumulated deficit $ (44,349 ) $ 852 $ (43,497 ) In December 2023, the FASB issued ASU 2023-09 "Improvements to Income Tax Disclosures (Topic 740)". The ASU requires companies to break out their income tax expense, income tax rate reconciliation and income tax payments made in more detail. For public companies, the requirements became effective for fiscal years beginning after December 15, 2024, with early adoption permitted. The Company adopted this accounting standard effective January 1, 2025 with no impact on interim financial statements. Accounting Pronouncement Pending Adoption In October 2023, the FASB issued ASU 2023-06, "Disclosure Improvements: Codification Amendments in Response to the SEC's Disclosures Update and Simplification Initiative". The guidance amends certain disclosure and presentation requirements related to the statement of cash flows, accounting changes and error corrections, earnings per share, interim reporting, commitments, debt, equity, derivatives, transfers and services and various industry specific guidance. For entities subject to the SEC's existing disclosure requirements, the effective date for each amendment will be the date on which the SEC's removal of that related disclosure from Regulation S-X or Regulation S-K becomes effective. However, if by June 30, 2027, the SEC has not removed the existing disclosure requirements, the amendments will not become effective. Early adoption is not permitted. The Company is still assessing the impacts of this guidance to its consolidated financial statements. In November 2024, the FASB issued ASU 2024-03, "Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40)". The ASU requires expanded disclosures and disaggregation of certain expenses included within the income statement. The amendments become effective for annual reporting periods beginning after December 15, 2026, and interim periods beginning after December 15, 2027. Early adoption is permitted. The Company is still assessing the impacts of this guidance on its consolidated financial statements. In May 2025, the FASB issued ASU 2025-03, "Business Combinations (Topic 805) and Consolidation (Topic 810): Determining the Accounting Acquirer in the Acquisition of a Variable Interest Entity". The ASU eliminates the presumption that the primary beneficiary of a VIE is automatically the accounting acquirer when a VIE business is obtained primarily through an exchange of equity interests. ASU 2025-03 becomes effective for annual reporting periods beginning after December 15, 2026 and is to be applied prospectively. Early adoption is permitted. The Company is still assessing the impacts of this guidance on its consolidated financial statements. (4) Segment Reporting The Company operates as a single operating segment, with the Chief Executive Officer ("CEO") serving as the CODM. The CODM evaluates performance and allocates resources on a consolidated basis, reviewing financial and operational information for the entire organization rather than assessing discrete product or service lines or geographic locations. The Company concluded that it has a single reportable segment based on the similarity of the Company's products and services, its common customer base, and the comparable regulatory environment in which it operates. Revenue is primarily generated through cash paid by customers to purchase Bitcoin from the Company's kiosks with a minimal amount of revenue generated from other products and services. Refer to Note 6 - Revenue for more information on the Company's revenue generating products and services. As of and for the year-ended December 31, 2025 and 2024, substantially all of the Company's revenue was generated in the US, and substantially all of its long-lived assets were located in the US. 95 Table of Contents BITCOIN DEPOT INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS As the CODM focuses on overall Company performance, any asset information used for decision-making purposes aligns with the consolidated totals presented in the Consolidated Balance Sheets. See the Consolidated Balance Sheets for additional information on the Company's asset composition. The CODM considers multiple measures of profit or loss such as, EBITDA, Adjusted EBITDA, and Net Income, and uses these measures to assess the Company's overall performance, compare actual results to budgets, and guide decisions on capital investments and other resource allocations. The table below summarizes net income related segment information used by the CODM to evaluate the Company's performance: Year Ended December 31, 2025 2024 Revenue $ 614,851 $ 573,703 Cost of cryptocurrency sold (1) 440,205 424,135 Armored cash collection 7,043 8,010 Wireless connectivity costs 3,627 2,671 (Gain) loss on foreign currency transactions (124 ) 465 Share-based compensation 4,866 3,400 Kiosk shipping and services 2,902 6,139 Floorspace leases 38,688 37,522 Bank fees 3,112 2,901 Payroll costs 23,267 24,428 Advertising and marketing costs 6,496 6,076 Professional fees 17,658 9,904 Operating software costs 4,368 4,133 Interest expense, net 14,413 14,199 Income tax expense 2,288 2,138 Amortization 1,516 1,516 Depreciation 6,154 8,556 Other segment items (2) 33,663 9,696 Net income $ 4,709 $ 7,814 (1) Includes cryptocurrency impairments for the years ended December 31, 2024 of $8.7 million. (2) Includes an accrual of $18.5 million in respect of a ruling in an arbitration proceeding brought by Coin Cloud, Inc. against our Canadian subsidiary, BitAccess, Inc. in 2025, and insurance and other expenses in 2025 and 2024. (5) Related Party Transactions Total cash distributions made to BT Assets during the year ended December 31, 2025 and 2024 were $10.1 million and $36.7 million, respectively and are classified as cash outflows from financing activities in the Consolidated Statements of Cash Flows. The total cash and non-cash distributions are reflected in the consolidated Statement of Changes in Stockholders’ Equity (Deficit). Under the terms of the BT HoldCo Amended and Restated Limited Liability Company Agreement distributions made after the closing of the Merger were considered tax distributions. In connection with the closing of the Merger, the Company entered into separate indemnification agreements with its directors and executive officers. These agreements, among other things, require the Company to indemnify its directors and executive officers for certain costs, charges and expenses, including attorneys’ fees, judgments, fines and settlement amounts, reasonably incurred by a director or executive officer in any action or proceeding because of their association with the Company or any of its subsidiaries. No amounts have been recognized related to these agreements as of December 31, 2025. 96 Table of Contents BITCOIN DEPOT INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS During the year ended December 31, 2024, the Company declared and paid a $29.0 million preferred distribution to BT Assets as a return to BT Asset's on the preferred units it holds in BT HoldCo. The distribution amount reduced the preferred dividend attributable to the Non-Controlling Interest from $29.0 million to a remaining balance of $0. On July 10, 2024, the Company entered into a Kiosk Service Agreement with an entity owned by the CEO, that owns and operates kiosks unrelated to the Company’s Bitcoin ATM business. The agreement provides for the following services: kiosk placement, treasury management and other back office services. The Company will receive 30% of the net profit as compensation. The Company did not have any revenue and only incurred an immaterial amount of start-up costs related to this agreement in the year ended December 31, 2025 and 2024. (6) Revenue Revenue disaggregated by revenue stream is as follows (in thousands): Year Ended December 31, 2025 2024 BTM Kiosks $ 613,604 $ 571,261 Other revenue 1,247 2,442 Total Revenue $ 614,851 $ 573,703 (7) Cost of Revenue (Excluding Depreciation and Amortization) The following table presents cost of revenue (excluding depreciation and amortization) by category (in thousands): Year Ended December 31, 2025 2024 Cryptocurrency expenses $ 440,205 $ 424,135 Floorspace lease expenses 38,688 37,522 Kiosk operations expenses 22,662 20,606 Total cost of revenue (excluding depreciation and amortization reported separately) $ 501,555 $ 482,263 The following table presents the components of cryptocurrency expenses (in thousands): Year Ended December 31, 2025 2024 Cost of Cryptocurrency (1) - BTM Kiosk $ 439,901 $ 422,873 Other cryptocurrency expenses 304 1,262 Total cryptocurrency expenses $ 440,205 $ 424,135 (1)Prior to the adoption of ASC 2023-08, ("ASU 2023-08") Cost of Cryptocurrency included impairment losses recognized on cryptocurrencies net of any gains recognized from sales of cryptocurrencies on an exchange. Impairment charges of $8.7 million were included in Cost of Cryptocurrency during the year ended December 31, 2024. Subsequent to the adoption of ASU 2023-08 on January 1, 2025, realized and unrealized gains and losses on cryptocurrencies during the year ended December 31, 2025 included in Cost of Cryptocurrency were immaterial. 97 Table of Contents BITCOIN DEPOT INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS The following table reconciles amounts excluded from the cost of revenue (excluding depreciation and amortization) caption in the Consolidated Statements of Income included in total depreciation and amortization expense in the Consolidated Statements of Income for the period presented (in thousands): Year Ended December 31, 2025 2024 Depreciation of owned BTM kiosks $ 4,710 $ 4,430 Depreciation of leased BTM kiosks 1,424 4,038 Amortization of intangible assets 1,516 1,516 Total depreciation and amortization excluded from cost of revenue 7,650 9,984 Other depreciation and amortization included in operating expenses 20 88 Total depreciation and amortization $ 7,670 $ 10,072 (8) Fair Value Measurements Assets and Liabilities Measured at Fair Value on a Non-recurring Basis The Company’s non-financial assets, such as goodwill, intangible assets, property and equipment, operating lease right-of-use assets, and cryptocurrencies in 2024 prior to the adoption of ASU 2023-08, are adjusted down to fair value when an impairment charge is recognized. Certain fair value measurements are based predominantly on Level 3 inputs. No impairment charges related to goodwill, intangible assets, operating lease right-of-use assets and property and equipment have been recognized for the years ended December 31, 2025 and 2024. Assets and Liabilities Measured at Fair Value on a Recurring Basis Subsequent to the adoption of ASU 2023-08 on January 1, 2025, cryptocurrencies are measured at fair value on a recurring basis. Assets and Liabilities Not Measured and Recorded at Fair Value The Company considers the carrying value of cash and cash equivalents, accounts receivable, accounts payable and accrued expenses (excluding contingent consideration) in the consolidated financial statements to approximate fair value due to their short maturities. The Company estimates the fair value of its fixed-rate notes payable based on quoted prices in markets that are not active, which is considered a Level 2 valuation input. As of December 31, 2025, the estimated fair value of the fixed-rate notes were approximately $19.7 million and the carrying value was $20.3 million. As of December 31, 2024, the estimated fair value of the fixed-rate notes were approximately $39.3 million and the carrying value was $39.5 million. The carrying value of the notes payable related to the Company's franchise profit sharing arrangements was initially determined as the initial investment amount and is updated quarterly using a retrospective interest method. The effective interest rate used is determined based on actual and projected profit sharing payments which are generally unobservable inputs and are considered Level 3 fair value estimates. As of December 31, 2025 and 2024, the estimated carrying value and fair value of the notes payable related to the franchise profit sharing arrangements was approximately $40.1 million and $16.7 million, respectively. (9) Prepaid and Other Current Assets The following table presents Prepaid and other current assets (in thousands): As of December 31, 2025 2024 Prepaid expenses $ 1,854 $ 1,828 Other current assets 1,277 1,248 Prepaid expenses and other current assets $ 3,131 $ 3,076 98 Table of Contents BITCOIN DEPOT INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (10) Accrued Expenses and Other Current Liabilities The following table presents Accrued expenses and other current liabilities (in thousands): As of December 31, 2025 2024 Payables to liquidity providers $ 1,194 $ 2,246 Accrued expenses 39,858 12,014 Accrued expenses and other current liabilities $ 41,052 $ 14,260 (11) Non-controlling Interests The following table presents the changes in the balances of non-controlling interests for the year ended December 31, 2025 and 2024 (in thousands): BitAccess BT HoldCo Total Beginning balance January 1, 2024 $ 2,707 $ 22,480 $ 25,187 Distributions — (37,160 ) (37,160 ) Share-based compensation expense 31 — 31 Foreign currency translation — 173 173 Recapitalization — (585 ) (585 ) Net (loss) income (64 ) 19,564 19,500 Ending balance December 31, 2024 $ 2,674 $ 4,472 $ 7,146 Distributions — (10,116 ) (10,116 ) Share-based compensation expense 31 — 31 Distribution related to Up-C Restructuring — (8,595 ) (8,595 ) Foreign currency translation (48 ) (149 ) (197 ) Recapitalization — — — Net (loss) income (3,497 ) 14,388 10,891 Ending balance December 31, 2025 $ (840 ) $ — $ (840 ) Non-controlling Interest - BitAccess In July 2021, the Company obtained a controlling interest in BitAccess Inc. in a business combination. The un-affiliated interest in BitAccess Inc. is reported as non-controlling interests in the accompanying consolidated financial statements. As of both December 31, 2025 and December 31, 2024, the non-controlling interest ownership was 17.86%. The non-controlling interest has certain rights as defined in the Amended and Restated Shareholders Agreement, including the right, but not the obligation, to cause the Company to purchase the non-controlling interest immediately prior to a liquidity event (as defined in the Amended and Restated Shareholders Agreement) at the fair value of the non-controlling interest as of the liquidity event. The non-controlling interest is not mandatorily redeemable. The Company also holds a right, but not an obligation, to cause the non-controlling interest holders to sell the non-controlling interest under the same conditions. The Merger was not considered to be a liquidity event as defined in the agreement. Non-controlling Interest - BT HoldCo As a result of the Up-C Restructuring transaction, income attributable to BT HoldCo of $6.4 million was apportioned through the date of the transaction. As of May 30, 2025, there is no longer a balance in non-controlling interests in BT HoldCo. See Note 2a for further discussion of the Up-C Restructuring. 99 Table of Contents BITCOIN DEPOT INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (12) Cryptocurrencies Cryptocurrency transactions The following tables present additional information about the cost basis and fair value of cryptocurrencies, including those allocated to the Company's treasury strategy (in thousands, except units): Cryptocurrency Inventory (1) December 31, 2025 December 31, 2024 Units Cost Basis Fair Value Carrying Value Bitcoin (BTC) 24.51 $ 2,390 $ 2,146 $ 949 (1) As of December 31, 2025 and 2024, the Company had an insignificant amount of Ethereum. Cryptocurrency Investments December 31, 2025 December 31, 2024 Units Cost Basis Fair Value Carrying Value Bitcoin (BTC) 100.35 $ 9,096 $ 8,781 $ 561 Cryptocurrency investment balance is classified as a short-term asset due to anticipation that the assets will be used to provide short-term liquidity. As of December 31, 2025 and December 31, 2024, the Company had $1.2 million and $2.2 million, respectively, due to liquidity providers related to Bitcoin purchased during the period. These amounts are paid in cash, generally within one week from which the expenses are incurred and are presented within “Accrued expenses and other current liabilities” on the Consolidated Balance Sheet. 2025 Cryptocurrency Rollforward BTC (1) Beginning balance—January 1, 2025 $ 1,510 Cumulative-effect adjustment from adoption of ASU 2023-08 852 Purchase or receipts of cryptocurrency 450,064 Cost of cryptocurrencies sold or distributed (438,923 ) Unrealized loss on cryptocurrency (2) (2,576 ) Balance—December 31, 2025 $ 10,927 (1) As of December 31, 2025 and December 31, 2024, the Company had an insignificant amount of Ethereum. (2) Unrealized loss on cryptocurrency during the year ended December 31, 2025 was primarily due to remeasurement of the fair value of cryptocurrencies inventory and cryptocurrencies held for investment to reflect decreases in the prices of Bitcoin and Ethereum. 2024 Cryptocurrency Rollforward BTC (1) Beginning balance—January 1, 2024 $ 712 Purchase or receipts of cryptocurrency 425,348 Cost of cryptocurrencies sold or distributed (415,863 ) Impairment of cryptocurrencies (prior to adoption of ASU 2023-08) (8,687 ) Balance—December 31, 2024 $ 1,510 Purchases or receipts of cryptocurrency consists of: (a) cash paid by the Company to purchase cryptocurrencies on various exchanges and from liquidity providers and related transaction costs to acquire the cryptocurrencies, (b) receipts of cryptocurrency sold to the Company by customers at the BTM kiosks, and (c) receipts of cryptocurrency by the Company as consideration for company website and software services revenue. Costs of cryptocurrencies sold or distributed represents the adjusted cost basis of cryptocurrencies sold to customers or payments made in cryptocurrencies, recorded through the date of disposition. 100 Table of Contents BITCOIN DEPOT INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (13) Goodwill and Intangible Assets, net Intangible assets, net were comprised of the following at December 31, 2025 (in thousands, except for weighted-average period): Estimated life Cost Basis Accumulated Amortization Net Remaining Weighted-Average Amortization Period Tradenames 5 years $ 1,233 $ (1,102 ) $ 131 0.53 Customer relationships 5 years 2,574 (2,301 ) 273 0.53 Software applications 5 years 3,771 (3,371 ) 400 0.53 $ 7,578 $ (6,774 ) $ 804 Intangible assets, net were comprised of the following at December 31, 2024 (in thousands, except for weighted-average period): Estimated life Cost Basis Accumulated Amortization Net Remaining Weighted-Average Amortization Period Tradenames 5 years $ 1,233 $ (856 ) $ 377 1.53 Customer relationships 5 years 2,574 (1,786 ) 788 1.53 Software applications 5 years 3,771 (2,616 ) 1,155 1.53 $ 7,578 $ (5,258 ) $ 2,320 Amortization expense related to the intangibles with estimated lives of five years totaled $1.5 million for each of the years ended December 31, 2025 and 2024. Amounts are included in depreciation and amortization in the Consolidated Statements of Income. Estimated future amortization expense as of December 31, 2025 approximately as follows (in thousands): Amount 2026 $ 804 Total $ 804 In performing our annual goodwill impairment testing in 2025 we considered relevant events and circumstances that may affect the fair value or carrying amount of our reporting unit. The events and circumstances we considered included macroeconomic conditions, industry conditions, and our financial performance. Based on our qualitative assessment, we concluded that there were no conditions, changes in operations, or results that indicated a triggering event had occurred in 2025. Thus, a quantitative assessment was not required, and we determined that it was more likely than not that the fair value of the reporting unit was greater than its carrying value and there was no evidence of impairment. There was no change in the amount of goodwill for the year ended December 31, 2025 and 2024. (14) Notes Payable Credit Agreement On December 21, 2020, the Company entered into a credit agreement with a financial institution which provided for initial term loans in an aggregate principal amount of $25.0 million. On June 23, 2023, the Company amended and restated its credit agreement (the "Amended and Restated Note") with its existing lender. Under the Amended and Restated Note, the Company refinanced $20.8 million of the note which is subject to an annual interest at a rate of 17% per annum. On March 26, 2024, the Company entered into an amendment to the Amended and Restated Note dated June 23, 2023 to provide an additional $15.7 million in principal financing. This amendment increased the aggregate principal amount of the term loan facility to $35.6 million which consists of $19.9 million which was outstanding under the original loan and $15.7 million in additional principal resulting in net cash flow of $15.2 million related to the amendment. The Company accounted for the amendment as an extinguishment of debt in accordance with ASC 470, Debt. As such, the Company recognized the outstanding deferred financing costs of $3.2 million 101 Table of Contents BITCOIN DEPOT INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS as a loss on extinguishment of debt in interest expense on the Consolidated Statements of Income which consisted of a $2.7 million write off unamortized deferred loan costs and $0.5 million in loan origination fees related to the amendment. As a part of the amendment, the Company incurred an additional exit fee of $1.3 million which is due upon either maturity or the prepayment of the note. The total deferred financing costs associated with the amendment were $1.4 million (which includes the exit fee of $1.3 million) and are reflected as a reduction of the note proceeds. The Company will recognize these deferred financing costs, using the effective interest method over the term of the note. On March 14, 2025, the Company entered into an amendment to the Second Amended and Restated Note ("Amendment No.1 of the Second Amended and Restated Note"). Pursuant to Amendment No.1 of the Second Amended and Restated Note, the maturity date of the loans was extended from June 23, 2026 to December 15, 2027 and the amortization schedule was revised to reflect the extended maturity date. The Company accounted for the amendment as a debt modification in accordance with ASC 470, Debt. In the second quarter of 2025, the Company made an early repayment towards the outstanding loan amount, resulting in a reduction in the outstanding loan amount of $5.0 million. The early repayment did not result in any other changes to the loan and the maturity date remains December 15, 2027. On December 19, 2025, the Company entered into Amendment No. 2 to the Second Amended and Restated Credit Agreement (the "Amendment"). Pursuant to the Amendment, Borrower paid to the Administrative Agent (as defined in the Amendment), for the benefit of the Lenders (as defined in the Amendment), an amount equal to $7.0 million, which is to be applied to reduce (x) the aggregate principal amount of the Tranche A Term Loans in the amount of $3.5 million and (y) the aggregate principal amount of the Tranche B Term Loans in the amount of $3.5 million, and paid to the Lenders in accordance with their respective Applicable Percentage (as defined in the Amendment). 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 (as defined in the Amendment) to $3.5 million, and providing an Event of Default exception for certain existing matters. The Company accounted for the amendment as an extinguishment of debt in accordance with ASC 470, Debt. As such, the Company recognized the outstanding deferred financing costs of $0.4 million as a loss on extinguishment of debt in interest expense on the Consolidated Statements of Income. Other Debt Kiosk Profit Share Franchise Arrangements During the year ended December 31, 2025, the Company entered into five kiosk franchise profit sharing arrangements. Under the terms of the agreements, the third parties receive a share in the profits generated by a group of specifically identified kiosks for a specified period of time. As a result of consideration received up front, the Company determined these arrangements were accounted for as debt in accordance with ASC 470, Debt. The Company recorded debt of $20.7 million during the year ended December 31, 2025, as a result of these franchise profit sharing arrangements, maturing in March, April, June and August of 2033, with principal and interest paid monthly via profit sharing payments. During the year ended December 31, 2024, the Company entered into seven kiosk franchise profit sharing arrangements. Under the terms of the agreements, the third parties receive a share in the profits generated by a group of specifically identified kiosks for a specified period of time. As a result of consideration received up front, the Company determined these arrangements were accounted for as debt in accordance with ASC 470, Debt. The Company recorded debt of $15.8 million as a result of these franchise profit sharing arrangements, maturing between February 2029 and February 2033, with principal and interest paid monthly via profit sharing payments. The carrying values of the notes payable related to the Company's franchise profit sharing arrangements were initially determined as the initial investment and are updated quarterly using a retrospective interest method. The effective interest rate used in the calculation of monthly interest is determined based on actual and projected profit sharing payments and is updated on a quarterly basis under the retrospective interest method. Equipment Financing The Company did not enter into any equipment financing agreements during the year ended December 31, 2025. During the year ended December 31, 2024, the Company entered into five, 36-month collateralized term loans for a total amount of $2.6 million to facilitate 102 Table of Contents BITCOIN DEPOT INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS the purchase of BTM kiosks. In accordance with the term loans, the kiosks are collateral for the loans. The loans are subject to annual interest rates between 16.86% and 17.42%, with interest and principal payments due monthly. Notes payable consisted of the following as of December 31, 2025 and 2024 (in thousands): Notes Payable as of December 31, 2025 Notes Payable as of December 31, 2024 Credit Agreement Other Debt Total Credit Agreement Other Debt Total Credit agreement $ 15,338 $ — $ 15,338 $ 33,338 $ — $ 33,338 Other debt — 42,056 42,056 — 19,801 19,801 Plus: exit fee due upon repayment of debt 3,098 — 3,098 3,098 — 3,098 Total notes payable principal outstanding 18,436 42,056 60,492 36,436 19,801 56,237 Less: unamortized deferred financing costs — — — (758 ) — (758 ) Total notes payable 18,436 42,056 60,492 35,678 19,801 55,479 Less: current portion of notes payable (4,250 ) (2,722 ) (6,972 ) (4,733 ) (1,289 ) (6,022 ) Notes payable, non-current $ 14,186 $ 39,334 $ 53,520 $ 30,945 $ 18,512 $ 49,457 At December 31, 2025, aggregate future principal payments are as follows (in thousands): As of December 31, 2025 Credit Agreement Other Debt Total 2026 $ 4,250 $ 2,722 $ 6,972 2027 14,186 3,290 17,476 2028 — 3,749 3,749 2029 — 4,966 4,966 2030 — 5,112 5,112 Thereafter — 22,217 22,217 Total $ 18,436 $ 42,056 $ 60,492 (15) Common Stock, Preferred Stock and Stockholders’ Equity The Company is authorized to issue seven classes of stock to be designated, respectively, Class A common stock, Class B common stock, Class M common stock, Class O common stock, Class V common stock (together with Class A common stock, Class B common stock, Class M common stock and Class O common stock, the “Voting Common Stock”) and Class E common stock (together with the Voting Common Stock, the “Common Stock”) and Preferred Stock. The total number of shares of capital stock which the Company shall have authority to issue is 2,272,250,000, divided into the following: As of December 31, 2025 Series A Preferred Class A Class B Class E Class M Class O Class V Shares authorized 50,000,000 800,000,000 20,000,000 2,250,000 300,000,000 800,000,000 300,000,000 Shares outstanding * — 5,024,293 — — 5,406,586 — — Par value $ 0.0001 $ 0.0001 $ 0.0001 $ 0.0001 $ 0.0001 $ 0.0001 $ 0.0001 * On February 23, 2026, the Company effected a 1-for-7 Reverse Stock Split of each class of its issued and outstanding shares of common stock, in each case with a par value of $0.0001 per share. All share and per-share amounts presented in the consolidated financial statements and accompanying notes have been retrospectively adjusted to reflect the reverse stock split. Class A Common Stock - Holders of Class A common stock are entitled to one vote per share. Any dividends paid to the holders of Class A common stock will be paid on a pro rata basis. On a liquidation event, any distribution to common stockholders is made on a pro rata basis to the holders of the Class A common stock. 103 Table of Contents BITCOIN DEPOT INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Class B Common Stock - Holders of Class B common stock are entitled to one vote per share. Dividends shall not be declared or paid on shares of Class B common stock. On a liquidation event, the holders of shares of Class B common stock shall not be entitled to receive any assets of the Company in the event of any such liquidation. Class M Common Stock - Holders of Class M common stock are entitled to ten votes per share. Any dividends paid to the holders of Class M common stock will be paid on a pro rata basis. On a liquidation event, any distribution to common stockholders is made on a pro rata basis to the holders of the Class M common stock. Class O Common Stock - Holders of Class O common stock are entitled to one vote per share. Dividends shall not be declared or paid on shares of Class O common stock. On a liquidation event, the holders of shares of Class O common stock shall not be entitled to receive any assets of the Company in the event of any such liquidation. Class V Common Stock - Class V common stock are voting, non-economic shares and exchangeable, along with common units of BT HoldCo, into Class A common stock. Shares of Class V common stock are convertible into an equivalent number of shares (one-for-one) of Class A common stock automatically upon transfer, or the Majority Stockholder ceasing to beneficially own at least 20% of the voting power represented by the shares in Class V common stock. Class E Common Stock - Class E common stock consists of three series: 750,000 shares of Class E-1 common stock (which shall not be entitled to vote), 750,000 shares of Class E-2 common stock (which shall not be entitled to vote), 750,000 shares of Class E-3 common stock (which shall not be entitled to vote). In December 2024, the BT HoldCo Founder Preferred Units were converted into BT HoldCo Common Units in connection with the payment of a $29 million distribution to the holders of the Founder Preferred Units. During the three months ended March 31, 2025, the holders of the Series A Preferred Stock exercised their option to convert the Series A Preferred Stock for Class A common stock on a 1:1 basis. In conjunction with the conversion of the Series A Preferred Stock, the BT HoldCo Preferred Units were automatically converted into BT HoldCo Common Units. The conversion of the outstanding BT HoldCo Preferred Units triggered the automatic conversion of the Class E common stock into Class A common stock. As of the three months ended March 31, 2025, all shares of Class E common stock have been converted to Class A common stock. Series A Preferred Stock In connection with the Merger and PIPE Financing, on June 30, 2023, the Company issued 614,286 shares of its Series A Preferred Stock. Holders of the Series A Preferred Stock have no voting rights except in certain matters as described in the Company’s Certificate of Designation. There are no other voting rights associated with the Series A Preferred Stock. The Series A Preferred Stock is only entitled to dividends when and if declared by the Company’s Board of Directors (the "Board"). There is no stated dividend preference. The Series A Preferred Stock participate fully with respect to all distributions and dividends made to the Company’s Class A common stock, including in the event of a liquidation, dissolution, or winding up of the Company. The Series A Preferred Stock is convertible at any time at the option of the holders into Class A common stock at an initial exchange ratio of 1:1, as adjusted for any dilutive events. The Series A Preferred Stock is economically identical to the Company’s Class A common stock and is therefore treated as another class of common stock for reporting purposes (i.e., net income per share calculation), and is classified in permanent equity. During the year ended December 31, 2025 and December 31, 2024, 1,733,884 and 1,391,116 shares of Series A Preferred Stock were converted to 247,698 and 198,731 shares of Class A common stock, respectively. Warrants There are 6,264,107 warrants outstanding of which 4,517,857 (“Public Warrants”) were issued by GSRM at the time of its IPO and 1,746,250 (“Private Warrants” and together the “Warrants”) were issued by GSRM to GSR II Meteora Sponsor LLC (“Sponsor”). As a result of the Merger, these Warrants became Bitcoin Depot Warrants. Each whole Warrant entitles the registered holder to purchase one share of Class A common stock at a price of $80.50 per share. A holder may exercise its warrants only for a whole number of shares of Class A common stock. No fractional warrants will be issued upon separation of the units and only whole warrants will trade. The Company may redeem the Public Warrants at a price of $0.07 per share if the closing price of the Company’s Class A common stock equals or exceeds $126.00 per share for any 20 trading days within a 30-trading day period. The Private Warrants cannot be redeemed, even if sold or transferred to a non-affiliate. The Warrants will expire 104 Table of Contents BITCOIN DEPOT INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS five years after the Closing Date, June 30, 2028, or earlier upon redemption or liquidation. The Company also has the ability to redeem outstanding Public Warrants at any time after they become exercisable and prior to their expiration, at a price of $0.07 per Public Warrant, provided that the last reported sale price of Class A common stock for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which we send the notice of redemption to the Public Warrant holders equals or exceeds $126.00 per share and provided certain other conditions are met. The Private Warrants have terms and provisions that are identical to those of the Public Warrants, except the Private Warrants are not subject to redemption, and do not become subject to redemption after transfer to a non-affiliate (a distinction from other private placement warrants issued in connection with GSRM transactions). The Warrants are accounted for as freestanding equity contracts and are classified in equity under ASC 815-40, Derivatives and Hedging—Contracts in Entity’s Own Equity. In connection with the Merger, the Warrants were recorded in connection with the reverse recapitalization accounting as part of the adjustment to accumulated deficit on the consolidated Balance Sheet and Consolidated Statement of Changes in Stockholders’ Equity (Deficit). Earnouts In addition to the Sponsor Earnout Shares described in Note 2(s) that have all previously been converted into Class A common stock, BT HoldCo also issued (the "BT HoldCo Earnout Units”), of which 153,580 were issued to the Company and 2,142,857 were issued to BT Assets. During the three months ended March 31, 2025, all 153,580 shares issued to the Company converted to BT HoldCo common units. On May 30, 2025, pursuant to the Up-C Restructuring, the 2,142,857 BT HoldCo Earnout Units issued to BT Assets were replaced with 2,142,857 BT HoldCo Contingent Equity Rights with substantially the same economics and vesting terms. During the year ended December 31, 2025, the market price of the Company's Class A common stock did not exceed the required price per share. Additionally, in accordance with the earnout provisions, the market price of the Company's Class A common stock did not exceed $84.00 per share for any 10 trading days within any consecutive 20 trading day period after the Merger to achieve the 1st vesting hurdle. Share repurchase program In 2023, the Company announced that its Board authorized a share repurchase program pursuant to which the Company is authorized to repurchase up to $10.0 million of outstanding shares of its Class A common stock. The Company made an accounting policy election to measure the fair value of purchases or sales of securities, including purchases of its own shares as part of the share repurchase program, as of the trade date. During the year ended December 31, 2024, the Company repurchased 9,997 shares at a total cost of $0.2 million with an average cost per share of $15.82. From the date of authorization through December 31, 2024, 27,231 shares of the Company's Class A common stock had been repurchased with a total cost of $0.4 million. As of December 31, 2024, the program had expired. Equity Offering Program On November 20, 2024, the Company entered into an At Market Issuance Sales Agreement with certain sales agents (the “ATM Equity Offering”), pursuant to which the Company may sell, from time-to-time, shares of its Class A common stock, par value $0.0001 per share, having an aggregate offering amount of up to approximately $13.1 million, so long as the total market capitalization of Class A common stock held by non-affiliates is below $75.0 million. If the market capitalization exceeds $75.0 million, the aggregate offering amount increases to $25.0 million. On July 1, 2025, the Company terminated its original At Market Issuance Sales Agreement (the “Original ATM Equity Offering”), pursuant to which the Company was permitted to sell, from time-to-time, shares of its Class A common stock, par value $0.0001 per share. The Original ATM Equity Offering was capped at a total sale amount of $25 million because at the time of filing the Company was subject to the “Baby Shelf” rules which limited sales to one-third of the unaffiliated market cap of the Company. The recent increase in the Company’s stock price has changed the Company’s SEC filing status and it is no longer subject to the “Baby Shelf” rules. As a result, the Company filed a new registration statement that provides for the sale of up to $100 million of a variety of equity securities, including a new $50 million ATM Equity Offering program. During the year December 31, 2025, the Company sold 1,295,776 shares of its Class A common stock for net proceeds of $35.1 million. 105 Table of Contents BITCOIN DEPOT INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS As of December 31, 2025, $14.9 million of our ATM Equity Offering program remained available for issuance. Up-C Restructuring On May 30, 2025, the Company consummated the Up-C Restructuring in which 5,884,718 shares of the Company’s Class V common stock were exchanged for 5,884,718 shares of the Company’s Class M common stock. See Note 2a for discussion on Up-C Restructuring. (16) Income Taxes Income before provision for income taxes consisted of the following (in thousands): Year ended December 31, 2025 2024 United States $ 26,633 $ 11,324 Non-U.S. (19,636 ) (1,372 ) Income before provision for income taxes and non-controlling interest $ 6,997 $ 9,952 Significant components of the provision for income taxes for the years ended December 31, 2025 and 2024 are as follows: Year Ended December 31, 2025 2024 Current: Federal $ 7,046 $ 2,261 State 2,001 1,443 Foreign (131 ) 18 Total current provision for income taxes 8,916 3,722 Deferred: Federal (5,321 ) (944 ) State (636 ) (326 ) Foreign (671 ) (314 ) Total deferred provision for income taxes (6,628 ) (1,584 ) Total provision for income taxes $ 2,288 $ 2,138 The Company accounts for income taxes under FASB ASC 740 Accounting for Income Taxes. Deferred income taxes and liabilities are determined based upon differences between financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. A reconciliation of the provision for income taxes to the amount computed by applying the 21% statutory U.S. federal income tax rate to income before income taxes after the adoption of ASU 2023-09 is as follows: 106 Table of Contents BITCOIN DEPOT INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Year Ended December 31, 2025 Tax at U.S. statutory rate $ 1,469 21.00 % State taxes, net of federal benefit* 864 12.35 % Foreign tax effects Canada Statutory tax rate difference between Canada and United States (1,100 ) (15.72 )% Change in valuation allowance 4,357 62.27 % Nontaxable or nondeductible Items 106 1.51 % Other 18 0.25 % Australia Other (58 ) (0.83 )% Tax credits Research & development credits (213 ) (3.04 )% Change in valuation allowances (7,871 ) (112.50 )% Nontaxable or nondeductible items Disallowed meals & entertainment 116 1.66 % Lobbying expenses 254 3.64 % Non-controlling interest (4,175 ) (59.67 )% Posting of deferred balances from merger 8,306 118.72 % Stock compensation (88 ) (1.26 )% Other 112 1.61 % Changes in unrecognized tax benefits 191 2.73 % Total $ 2,288 32.72 % *During the year ended December 31, 2025, state taxes in Florida, Pennsylvania, Illinois, New Jersey, California, Arizona, and Texas made up the majority of the tax effect in this category. In 2025, the effective tax rate differs from the statutory U.S. federal rate of 21.0% primarily due to income or loss not being taxed due to the income and loss flowing through to its partners (non-controlling interest), and differences related to foreign operations, posting of valuation allowance in Canada, state taxes, valuation allowance release and posting of deferred balances from the merger BT HoldCo into Bitcoin Depot Inc., and nondeductible items. A reconciliation of the income tax expense at the statutory U.S. federal income tax rates as reflected in financial statements before the adoption of ASU 2023-09 for the year ended December 31, 2024 is as follows: Year Ended December 31, 2024 U.S. federal income tax at statutory rate 21.00 % State taxes, net of federal benefit 0.08 % Permanent differences 0.84 % R&D credits (0.60 )% Change in valuation allowance 45.59 % Foreign rate differential (0.88 )% Return to provision 2.94 % Stock compensation 2.41 % Non-controlling interest (37.44 )% Posting of valuation allowance on partnership step-up (9.99 )% Other (2.48 )% Effective tax rate 21.47 % In 2024, the effective tax rate differs from the statutory U.S. federal rate of 21.0% primarily due to the income or loss not being taxed due to the income and loss flowing through to its partners (non-controlling interest), and differences related to the foreign operations, state taxes, valuation allowance adjustments, and book-tax adjustments relating to share-based compensation. Deferred income taxes reflect the net tax effect of temporary differences between the carrying amount of assets and liabilities for financial reporting purposes and the amount used for income tax purposes. Significant components of the Company's deferred tax assets 107 Table of Contents BITCOIN DEPOT INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (liabilities) consist of the following: Year Ended December 31, 2025 2024 Deferred tax assets: Foreign net operating loss carryforwards $ 4,846 $ 232 Accrued expenses 1,075 — Lease liability 706 — Stock compensation 1,055 — Investment in partnership — 9,410 Property and equipment — 103 Start up costs 636 711 Deferred issuance costs 46 54 Cryptocurrency safeguarding liability — — Profit-sharing agreement liabilities 9,410 3,404 Amortization 3,137 361 Other 6 1 Deferred tax assets before valuation allowance 20,917 14,276 Less: Valuation allowance (4,561 ) (9,707 ) Deferred tax assets net of valuation allowance $ 16,356 $ 4,569 Deferred tax liabilities: Fixed Assets $ (4,856 ) $ — Right of Use Asset (707 ) — Intangibles (213 ) (615 ) Deferred tax liabilities (5,776 ) (615 ) Total net deferred tax asset $ 10,580 $ 3,954 As of December 31, 2025, the Company had Canada net operating loss carryforwards of $18.2 million, which will begin to expire in 2040. Additionally, the Company had Australia net operating loss carryforwards of $0.3 million which will not expire. As of December 31, 2025, management determined based on applicable accounting standards and the weight of all available evidence, it was more likely than not that the Company will realize its deferred tax assets based on the Company’s historical profitability in the United States. Additionally, the Company has released the previously established valuation allowance of $9.4 million with respect to its deferred tax asset related to its investment in BT HoldCo. As a result of the Up-C Restructuring, certain tax basis cumulative timing differences shifted from BT HoldCo to the Company which was posted through tax expense and offset with the release of the valuation allowance. The Company’s change in valuation allowance from 2024 ($9.7 million) to 2025 ($4.6 million) was a reduction of $5.1 million, resulting in a total valuation allowance of ($4.6) million as of December 31, 2025. As noted above, ($9.4) million of valuation allowance was released due to the merger of BT Holdco into Bitcoin Depot Inc. as Bitcoin Depot Inc. is profitable and will realize its deferred tax assets (cumulative income over the past 12 quarters and forecasted income). The Company also released $0.3 of valuation allowance related to Canada (Express Vending) and Australia, as these entities have cumulative income over the past 12 quarters and forecasted profitability. Finally, the Company posted a valuation allowance in Canada (BitAccess) due to large pre-tax loss as the result of a legal settlement of approximately $18 million, which resulted in cumulative losses over the past 12 quarters, and the inability to realize its total deferred tax assets in the foreseeable future. On July 4, 2025, President Donald Trump signed into law the reconciliation tax bill, commonly referred to as the “One Big Beautiful Bill Act” (the "OBBBA"), which constitutes the enactment date under U.S. GAAP. Key corporate tax provisions of the OBBBA include the restoration of 100% bonus depreciation for property acquired and placed in service after January 19, 2025 and increases the Section 179 expensing limit, the introduction of new Section 174A permitting immediate expensing of domestic research and experimental ("R&E") expenditures and the capability to accelerate the remaining unamortized domestic R&E costs from tax years 2022 through 2024, modifications to Section 163(j) interest expense limitations, updates to the rules governing global intangible low-taxed income ("GILTI") and foreign-derived intangible income ("FDII"), amendments to energy credit provisions, and the expansion of Section 162(m) aggregation requirements. The Company was able to utilize full bonus depreciation expensing and accelerated the Section 174 R&E expenses in 2025, as this resulted in less taxable income and cash taxes. 108 Table of Contents BITCOIN DEPOT INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS The total liability for unrecognized income tax benefits was approximately $1.3 million and $1.0 million as of December 31, 2025, and December 31, 2024, which included less than $0.3 and $0.2 million of penalties and interest. The Company recognizes interest accrued and penalties, if applicable, related to unrecognized tax benefits in income tax expense. The reconciliation below summarizes the Company's unrecognized tax benefits for the respective periods. These amounts primarily relate to state taxes in Texas. Year Ended December 31, 2025 2024 Unrecognized tax benefits beginning of year $ 988 $ 845 Increases for prior period positions 296 470 Decrease due to settlements and payments — (327 ) Unrecognized tax benefits end of the year $ 1,284 $ 988 The Company is subject to taxation in the United States and various states therein, Canada, Australia, Hong Kong, and the United Kingdom. As of December 31, 2025, tax years for 2022 through 2025 are subject to examination by the United States and various states, and Canada. In the normal course of business, the Company is subject to examination by U.S. federal and state, Canadian, Australian, Hong Kong, and United Kingdom jurisdictions, where applicable. The Company is only under audit in the state of Texas at this point, no other jurisdictions (foreign or domestic) are under audit. As of December 31, 2025 and 2024, the Company has made no provision for foreign or domestic income taxes on the cumulative unremitted earnings of our foreign subsidiaries. The Company intends to permanently reinvest all foreign earnings and have no intention to repatriate foreign earnings for the foreseeable future. The following table presents cash paid for taxes (net of refunds) by jurisdiction for the year ended December 31, 2025 (in thousands): Year Ended December 31, 2025 2024 U.S. Federal $ 7,275 State: Other 2,027 Foreign: Other 349 Total cash paid for income taxes (net of refunds) $ 9,651 Total cash paid for income taxes (prior to ASU 2023-09) $ 4,243 Tax Receivable Agreement On May 30, 2025, the Company and BT Assets agreed to terminate the Tax Receivable Agreement, dated as of June 30, 2023 (the "Tax Receivable Agreement"), by and among the Company, BT HoldCo and BT Assets. As consideration for the termination of the Tax Receivable Agreement, the Company made a cash payment to the former stockholders of BT Assets (including Mr. Mintz and his affiliated entities) in the amount of $8.4 million. The Company derecognized the Tax Receivable Agreement to Additional paid-in capital as a result of the transaction being accounted for as a common control transaction. The Company currently has no Tax Receivable Agreement liability on the balance sheet. (17) Share-Based Compensation All share and per share data in the discussion below for all periods presented reflect the 1-for-7 Reverse Stock Split, which became effective on February 23, 2026. See Note 22, “Subsequent Events” for further information. BitAccess: 109 Table of Contents BITCOIN DEPOT INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS BitAccess maintained a stock option plan for its employees under the Amended and Restated Stock Option Plan, (the “BitAccess Plan”). Pursuant to BitAccess Plan agreement, awards of stock options and restricted stock units (“BitAccess RSUs”) are permitted to be made to employees and shareholders of BitAccess. As of December 31, 2025, all awards under the BitAccess Plan had been issued. The options under the BitAccess Plan generally vest over a two-year period following the one-year anniversary of the date of grant and expire not more than 10 years from the date of grant. Options: A summary of the BitAccess Plan’s stock option activity and related information is as follows: Amount or number of Options Weighted-average exercise price Weighted-average remaining contractual term Weighted-average grant-date fair value Outstanding at January 1, 2025 6,254 $ 20.02 7.60 $ 21.63 Granted — $ — — $ — Exercised — $ — — $ — Outstanding at December 31, 2025 6,254 $ 20.02 6.60 $ 21.63 Vested and exercisable at December 31, 2025 4,663 $ 20.02 6.54 $ 21.35 Amount or number of Options Weighted-average exercise price Weighted-average remaining contractual term Weighted-average grant-date fair value Outstanding at January 1, 2024 6,254 $ 20.02 8.60 $ 21.63 Granted — — — $ — Exercised — $ — — $ — Outstanding at December 31, 2024 6,254 $ 20.02 7.60 $ 21.63 Vested and exercisable at December 31, 2024 3,242 $ 20.02 — $ 21.70 2023 Omnibus Incentive Plan Pursuant to the Incentive Plan the Board is authorized to grant awards of Class A common Stock, incentive stock options, non-statutory stock options, RSUs and restricted stock in an aggregate amount up to 861,349 shares of Class A common stock to eligible recipients, as defined in the Incentive Plan. The Company recognized $4.9 million and $3.4 million of share-based compensation expense during the years ended December 31, 2025 and 2024, respectively. Share-based compensation expense is included within selling and administrative expenses in the Consolidated Statements of Income. As of December 31, 2025, 532,508 shares of Class A common stock remained available to be issued under the plan, respectively. PSUs During the year ended December 31, 2025, the Company's Compensation Committee determined that the performance targets for the 2024 fiscal year were not met and no shares were awarded in 2025 as a result. During the year ended December 31, 2024, the Company's Compensation Committee determined that the performance targets under the performance-based RSUs ("PSUs") granted in fiscal 2023 were achieved and certified the vesting of 82,874 shares under these PSU awards. For these PSUs, the Company recognized stock compensation in the Statement of Stockholders Equity as Additional-Paid-In Capital and Stock Compensation expense on the Consolidated Statements of Income during the years ended December 31, 2024 of $1.1 million. The Company had no unrecognized compensation expense associated with PSUs as of December 31, 2025 and 2024. Time-based RSUs 110 Table of Contents BITCOIN DEPOT INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS During the year ended December 31, 2025 and 2024, the Company granted 2,448,298 and 1,267,481 time-based RSUs, respectively. These RSUs vest one-third on the first anniversary of the grant date and in equal quarterly installments over the two years following the one year anniversary. For these time-based RSUs, the Company recognized stock-based compensation in the Consolidated Statement of Stockholders' Equity as Additional Paid-In Capital and stock-based compensation expense on the Consolidated Statements of Income during the years ended December 31, 2025 and 2024 of $2.2 million and $2.2 million, respectively. The Company had unrecognized compensation expense associated with time-based RSUs of $3.3 million and $2.4 million as of December 31, 2025 and 2024, respectively. RSU and PSU award activity for the years ended December 31, 2025 and 2024 is as follows: Amount of RSUs Weighted-average grant date fair value Outstanding at January 1, 2025 232,098 $ 16.80 Granted 349,757 $ 13.16 Vested (124,358 ) $ 16.94 Forfeited (43,616 ) $ 13.16 Outstanding at December 31, 2025 413,881 $ 14.07 Amount of PSUs PSU Weighted-average grant date fair value Amount of RSUs Weighted-average grant date fair value Outstanding at January 1, 2024 — $ — 193,155 $ 25.13 Granted 82,874 $ 12.46 181,068 $ 13.16 Vested (82,874 ) $ 12.46 (111,752 ) $ 25.20 Forfeited — $ — (30,373 ) $ 16.94 Outstanding at December 31, 2024 — $ — 232,098 $ 16.80 (18) Net Loss per Share The Series A Preferred Stock have similar economic rights to the Class A common stock and management considers them to be in substance common shares for earnings per share (“EPS”) purposes. As a result, the weighted average Series A Preferred Stock outstanding during the period was included in the calculation of weighted average common stock outstanding. No other classes of shares with economic rights were outstanding during the period, and therefore, EPS was not presented for such classes. The Public and Private Warrants were considered in diluted EPS under the treasury stock method, if dilutive. The Class E common stock represents earnout arrangements that are contingently issuable into Class A common stock, and are only considered in the calculation of EPS once the stock price milestones have been achieved. The non-controlling interest was considered in diluted EPS under the if-converted method, if dilutive. The stock compensation expense related to Class A shares has been attributed entirely to Bitcoin Depot Inc. for purposes of the net loss per share calculation within the Consolidated Statements of Income. The computation of income per share and weighted average common stock outstanding is presented for the years ended December 31, 2025 and 2024 as follows: Year Ended December 31, 2025 2024 Numerator: Net loss attributable to common stockholders - basic and diluted $ (6,182 ) $ (11,652 ) Denominator: Weighted average common and preferred stock outstanding - basic and diluted * 7,147,534 2,769,234 Net loss per share - Bitcoin Depot Inc. * $ (0.86 ) $ (4.21 ) * All share and per-share amounts have been retroactively adjusted to reflect the Company’s 1-for-7 Reverse Stock Split that became effective on February 23, 2026. See Note 2(r) for further discussion of the calculation of weighted-average common shares outstanding. 111 Table of Contents BITCOIN DEPOT INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS The following securities were not included in the computation of diluted shares outstanding because the effect would be anti-dilutive or issuance of such shares is contingent upon the satisfaction of certain conditions which were not satisfied by the end of the period: Class of Security Number of Shares as of December 31, * 2025 2024 PubCo Warrants - Public and Private 6,264,107 6,264,107 PubCo Class E Common Stock - Earnouts Units — 153,680 BT OpCo Exchangeable Non-Controlling Interest(1) (2) — 6,299,003 BT OpCo Earnouts Units(1) 2,142,857 2,142,857 2023 Incentive Plan RSU awards 413,881 232,098 * All share and per-share amounts have been retroactively adjusted to reflect the Company’s 1-for-7 Reverse Stock Split that became effective on February 23, 2026. (1)Held at BT Assets and exchangeable into Class A common stock of the Company or cash upon the occurrence of certain conditions. (2)Held at BT Assets and can be exchanged into Class A common stock of the Company. (19) Defined Contribution Plan The Company sponsors a defined contribution plan under Section 401(k) of the Code. Employees who are over the age of 21 years are eligible to participate in the plan. Eligible employees may elect to defer a percentage of eligible compensation, which is subject to an annual limit of the lesser of 90% of eligible compensation or the maximum limit set by the IRS. The Company matches employee contributions up to a maximum of 50% of the participant’s compensation deferral, limited to 6% of the employee’s compensation. During each of the years ended December 31, 2025 and 2024, the Company made contributions of $0.3 million to the plan. These expenses are included in selling, general and administrative expenses in the Consolidated Statements of Income. (20) Leases The Company adopted Topic 842. The Company has elected to adopt practical expedients which permits it to not reassess its prior conclusions about lease identification, lease classification and initial direct cost under the new standard. The Company elected not to recognize right-of-use ("ROU") assets and lease liabilities for leases with terms of 12 months or less at lease commencement and do not include an option to purchase the underlying asset that the Company is reasonably certain to exercise. The Company determines if an arrangement is a lease, or contains a lease, primarily by determining if the arrangement conveys to the Company the right to control or use an identified asset. The Company makes this determination at inception of a contract and when the terms of an existing contract are changed. The Company recognizes a lease liability and an ROU asset at the commencement date of each lease. For operating and finance leases, the lease liability is initially measured at the present value of the unpaid lease payments at the lease commencement date. The lease liability is subsequently measured at amortized cost using the effective-interest method. The ROU asset is initially measured at cost, which comprises the initial amount of the lease liability adjusted for lease payments made at or before lease commencement date, plus any initial direct costs incurred less any lease incentives received. Variable payments are included in the future lease payments when those variable payments are included in the future lease payment when those variable payments depend on an index or a rate. The discount rate is the implicit rate, if it is readily determinable, or the Company’s incremental borrowing rate. The Company’s incremental borrowing rate for a lease is the rate of interest it would have to pay on a collateralized basis to borrow an amount equal to the lease payments under similar terms and in a similar economic environment. The Company recognizes lease costs associated with short-term leases on a straight-line basis over the lease term. When contracts contain lease and non-lease components, the Company accounts for both components as a single lease component. Floorspace leases The Company has obligations as a lessee for floorspace. Generally, these lease arrangements meet the short-term lease criteria when the floorspace leases are cancellable by the Company upon notice of 30 days or less. Accordingly, for the leases that are cancellable, the Company has elected and applied the practical expedient that allows the Company to recognize short-term lease payments on a straight-line basis over the lease term on the Consolidated Statements of Income. For those floorspace leases that have a noncancellable term greater than 12 months, the Company records ROU assets and lease liabilities and presents them as operating leases. The Company 112 Table of Contents BITCOIN DEPOT INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS recognized right of use assets and a lease liability of $1.1 million and $2.2 million for the year ended December 31, 2025 and 2024, respectively, as a result of the non-cash transaction related to floorspace operating leases. Office space leases The Company has obligations as a lessee for office space under a noncancellable lease arrangement that expired in May 2025, and was renewed through September 2030. Payments due under the lease contracts include mainly fixed payments. The lease for the office space is classified as an operating lease in accordance with Topic 842. BTM Kiosk leases The Company has obligations as a lessee for BTM kiosks. The leases for the BTM kiosks are classified as finance leases in accordance with Topic 842 that expire on various dates through August 31, 2027. The BTM kiosk lease agreements are for two or three year terms and include various options to either renew the lease, purchase the kiosks or exercise a bargain option to purchase the kiosk at the end of the term. No new BTM kiosk leases were entered into in 2025. During the year ended December 31, 2024, the Company entered into lease agreements for the lease of 1,186 new BTMs. The leases have noncancellable lease terms ranging from 24 months to 36 months. The Company will acquire the assets for a bargain purchase price of $1 at the end of their terms. Due to the bargain purchase option, the Company classified the new leases as a finance lease. The Company recognized right of use assets and a lease liability of $3.4 million for the year ended December 31, 2024 as a result of the non-cash transaction related to the finance leases. The components of the lease expense are as follows (in thousands): Year Ended December 31, 2025 2024 Finance lease expense: Amortization of right-of-use-assets $ 1,424 $ 4,039 Interest on lease liabilities 645 1,311 Total finance lease expense 2,069 5,350 Operating lease expense 1,176 1,003 Short-term lease expense 37,703 36,687 Total lease expense $ 40,948 $ 43,040 Year Ended December 31, 2025 2024 Other information: Operating cash flows used for finance leases $ (698 ) $ (1,373 ) Operating cash flows used for operating leases $ (1,252 ) $ (1,089 ) Financing cash flows used for finance leases $ (3,443 ) $ (7,635 ) Year Ended December 31, 2025 2024 Weighted-average remaining lease term - finance leases 1.0 years 1.7 years Weighted-average remaining lease term - operating leases 2.4 years 3.0 years Weighted-average discount rate - finance leases 18.2 % 18.2 % Weighted-average discount rate - operating leases 16.8 % 16.9 % 113 Table of Contents BITCOIN DEPOT INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Maturities of the lease liability under the non-cancellable operating lease as of December 31, 2025 are as follows (in thousands): Operating Leases 2026 $ 1,669 2027 1,234 2028 380 2029 157 2030 87 Total undiscounted lease payments 3,527 Less: imputed interest (617 ) Total operating lease liability 2,910 Less: operating lease liabilities, current portion (1,300 ) Operating lease liabilities, non-current portion $ 1,610 Maturities of the lease liability under the non-cancellable finance leases as of December 31, 2025 are as follows (in thousands): Finance Leases 2026 $ 1,766 2027 384 Total undiscounted lease payments 2,150 Less: imputed interest (188 ) Total finance lease liability 1,962 Less: current installments of obligations under finance leases (1,602 ) Obligations under finance leases, excluding current installments $ 360 (21) Commitments and Contingencies Litigation From time to time in the regular course of its business, the Company is involved in various lawsuits, claims, investigations and other legal matters. Except as noted below, there are no material legal proceedings pending or known by the Company to be contemplated to which the Company is a party or to which any of its property is subject. The Company believes that adequate provisions for resolution of all contingencies, claims and pending litigation have been made for probable losses that are reasonably estimable. These contingencies are subject to significant uncertainties and the Company is unable to estimate the amount or range of loss, if any, in excess of amounts accrued. The Company does not believe that the ultimate outcome of these actions will have a material adverse effect on its financial condition but could have a material adverse effect on its results of operations, cash flows or liquidity in a given year. BitAccess Litigation On November 24, 2025, the Company announced a ruling in an arbitration proceeding involving its Canadian subsidiary, BitAccess, Inc. (“BitAccess”), a Canadian corporation acquired by Bitcoin Depot in 2021. The underlying claims were brought in arbitration by Cash Cloud, Inc., a Nevada corporation (“Cash Cloud”) on August 16, 2022, under the rules of the Canadian Arbitration Association. The claims brought by Cash Cloud allege breaches of the 2020 Master Purchase Agreement between BitAccess and Cash Cloud including alleged performance failures of BitAccess hardware and software. Following arbitral hearings that were held in December 2024, and in March, April and October 2025, the arbitral tribunal recently issued its award in favor of Cash Cloud in the amount of $18.5 million. The award represents the full amount of damages found by the tribunal based on Cash Cloud’s claims asserted in the arbitration. BitAccess intends to continue to vigorously defend this matter. BitAccess is 114 Table of Contents BITCOIN DEPOT INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS seeking to have the award set aside, however, we cannot predict with any degree of certainty the ultimate outcome of the matter. The Company has accrued $18.5 million in respect of the arbitration ruling. In addition to the Canadian arbitration described above, Cash Cloud filed a companion action in the United States Bankruptcy Court for the District of Nevada in 2023, Cash Cloud, Inc. v. Lux Vending, LLC, 23-01015-mkn (Bankr. D. Nev.), asserting overlapping allegations relating to the same contractual relationship and the same alleged failures in hardware and software performance. The U.S. Bankruptcy Court action seeks to preserve certain claims that Cash Cloud contends are outside the jurisdiction of the Canadian tribunal and also asserts derivative damages arising from the underlying contractual dispute. The Company intends to vigorously defend the U.S. Bankruptcy Court action, and believes that it substantially overlaps with the issues already before the Canadian arbitral tribunal. Cash Cloud is seeking damages in the amount of $18.5 million in the U.S. Bankruptcy Court action. The allegations in the U.S. Bankruptcy Court litigation arise from the same operative facts as the Canadian arbitration and involve the same agreement, the same alleged breaches, and similar claimed damages. We believe that a ruling in the Canadian arbitration—particularly on the scope of the agreement, BitAccess’ contractual obligations, causation, and damages—may limit, make moot, or otherwise materially affect the U.S. Bankruptcy Court proceeding. The Company expects the Canadian forum to be the primary forum for resolution of the dispute. Massachusetts Attorney General Litigation On February 3, 2026, Bitcoin Depot Operating LLC and the Company were made aware of a civil complaint from the Attorney General of the Commonwealth of Massachusetts (the “Massachusetts AG”) in connection with a suit filed against the Company in the Superior Court of the Commonwealth of Massachusetts for Suffolk County. The complaint alleges that the Company violated certain provisions of the Massachusetts Consumer Protection Act, Chapter 93A, in connection with the operation of the Company’s cryptocurrency kiosks in Massachusetts. The complaint alleges, among other things, that the Company engaged in unfair or deceptive acts or practices relating to the pricing and disclosure of fees associated with kiosk transactions, charged excessive or undisclosed markups, failed to take sufficient steps to prevent its kiosks from being used by customers in connection with fraudulent schemes, and did not adequately assist customers who reported being victims of fraud. The complaint further alleges that the Company knew or should have known that certain transactions conducted at its kiosks were associated with fraudulent activity and that additional safeguards should have been implemented. The Massachusetts AG also alleges that Bitcoin Depot Inc. failed to disclose material information to investors concerning the alleged extent to which fraudulent transactions occurred at the Company’s kiosks. The Company intends to vigorously defend the matter although there can be no assurance as to the outcome. A reasonable estimate of the amount of any possible loss or range of loss cannot be made at this time. Maine Settlement Following an investigation into Bitcoin Depot’s kiosk activity, the Maine Bureau of Consumer Credit Protection (BCCP), with assistance from the Maine Attorney General, resolved its concerns with Bitcoin Depot’s practices in early December 2025. As part of the resolution, BCCP entered into an agreement with Bitcoin Depot which required Bitcoin Depot to pay $1.9 million that will be used establish an account and facilitate payments directly to certain Maine consumers who submit verifiable claims to the OAG that they have suffered loss and harm as a result of third-party actors. The Company accrued the amount in other (expense) income on the Consolidated Statements of Income. As of the date of this report the investigation has been resolved. Canaccord Litigation On January 13, 2023, Canaccord Genuity Corp. (“Canaccord”) commenced proceedings against the Company by filing a claim with the Superior Court of Justice in Toronto, Ontario which named Lux Vending, LLC and Bitcoin Depot LLC as the defendants. Canaccord is a financial services firm in Canada that the Company previously had hired to perform advisory services related to a potential initial public offering in Canada or sales transaction. The claim asserts that Lux Vending, LLC breached the contract by terminating the contract to avoid paying fees for their services and that Canaccord is entitled to $23.0 million in damages equivalent to the fees alleged to be payable for breach of contract that would have been owed upon the closing of a transaction to acquire control, the sale of substantially all the Company’s assets, or a merger transaction pursuant to the previously terminated engagement letter for advisory services. Canaccord proposes that the amount of fees would be calculated on the total cash transaction value of the business combination of $880.0 million. The claim also seeks an award for legal and other costs relating to the proceeding. 115 Table of Contents BITCOIN DEPOT INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS In 2024 Canaccord added Bitcoin Depot Operating LLC as a defendant to account for the name change following the closing of the merger. Canaccord now estimates the total transaction value could be up to $655 million. Bitcoin Depot does not believe the allegations made against it are valid and intends to vigorously defend against them. The range of potential loss related to the identified claim is between $0 and $23.0 million, the amount of damages that Canaccord is seeking in the lawsuit. The additional costs mentioned in the claim are not able to be estimated at this time. The discovery phase of the litigation involving documentary productions and oral examinations is largely completed. Mediation produced no resolution to this matter and trial is set to begin in 2027. Iowa Attorney General Litigation In March 2025, two of our subsidiaries were served with a civil complaint from the Attorney General of the State of Iowa (the “Iowa AG”) in connection with a suit filed against us by the Iowa AG, on behalf of the state of Iowa, in the Iowa District Court for Polk County. The complaint alleges that our subsidiaries violated certain provisions of the Iowa Consumer Fraud Act as a result of Bitcoin withdrawals made from our ATMs being used by our customers to make payments under a variety of fraudulent schemes. The complaint further alleges that Bitcoin Depot should have known that the purpose of these withdrawals was to make payment under such schemes and that it should have taken additional steps to protect its customers. The complaint is seeking a preliminary and permanent injunction against the subsidiaries from either operating in Iowa or further violating the Iowa Consumer Fraud Act as well as monetary penalties. Iowa AG has not sought or been granted injunctive relief. The Company filed its Answer on April 17, 2025.The Company served its discovery requests to the Iowa AG and their responses are July 23, 2025. Due to a system issue, the Iowa AG requested an extension to provide its discovery response which the Company received July 30, 2025. The Iowa AG has not yet served its discovery request on the Company. The Company strongly rejects any allegations that its subsidiaries or their BTMs violated the Iowa Consumer Fraud Act and intends to vigorously defend itself against the allegations. While we believe that the Iowa AG is misinterpreting the related act and we have other strong defenses, we cannot assure you of the ultimate outcome of the claim. Although the Company does not believe that this matter will have a material adverse effect on its business, financial position, results of operations or cash flows, the Company can provide no assurance as to the scope and outcome of this matter and no assurance as to whether there will be a material adverse effect to its business or its Consolidated Financial Statements. A reasonable estimate of the amount of any possible loss or range of loss cannot be made at this time. Moe Adham Arbitration The Company, through its subsidiary Digital Gold, is currently defending an arbitration brought by Moe Adham, individually and as the representative of the minority shareholders of BitAccess Inc. (collectively, the “Claimant”). The minority shareholders collectively hold 20% of BitAccess (the “MSI”) and Digital Gold owns the remaining 80%. The arbitration is taking place before retired Supreme Court of Canada Justice Thomas Cromwell. The Claimant alleges that Bitcoin Depot’s June 30, 2023 closing of its business combination with GSR II Meteora Acquisition Corp. (the “GSR Transaction”) constituted a “Parent Liquidity Event” (“PLE”) under the BitAccess Shareholders Agreement (“SHA”). If a PLE occurred, the minority shareholders contend they were entitled to exercise a contractual Put Right requiring Digital Gold to purchase their shares at fair market value as of June 30, 2022. The Claimant asserts breach of contract, misrepresentation, estoppel, oppression, and constructive dismissal, and seeks damages or a buyout valued at approximately $10.4 million. Bitcoin Depot disputes that the GSR Transaction constituted a PLE under the SHA and maintains that the minority shareholders never exercised the Put Right. The Company also contests the arbitrator’s jurisdiction over the oppression and employment-related claims. Even if a PLE had occurred, Bitcoin Depot asserts that any damages are limited to $4.444 million, consistent with an independent valuation prepared by Alvarez & Marsal in 2022 pursuant to the SHA. The Claimant challenges that valuation, asserting that it relied on information not knowable as of the valuation date, which Bitcoin Depot denies. The arbitration arises from events following Bitcoin Depot’s acquisition of 80% of BitAccess in 2021 and the parties’ 2022 agreement to fix the valuation date for any PLE at June 30, 2022, as BitAccess was transitioning from its historic revenue model and anticipating the loss of a major customer. The minority shareholders later disputed the Alvarez valuation, and the parties engaged in settlement discussions in 2023 and 2024; however, no agreement was reached. The matter is currently in the evidentiary phase. Bitcoin Depot has produced relevant documents and received the Claimant’s productions. Based on information available to date, the Company believes it has strong defenses on the central PLE issue and continues to assess potential exposure following receipt of the Claimant’s forthcoming evidence. 116 Table of Contents BITCOIN DEPOT INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS The Company intends to vigorously defend the matter, but there can be no assurance as to the outcome, and as such no liability has been recorded. The range of potential loss related to the identified claim is between $0 and $10.4 million, the amount of damages that are being sought in the lawsuit. Georgia Class Action On August 5, 2025, Bitcoin Depot Inc. (the “Company”) received notice that a class action lawsuit was filed in the U.S. District Court for the Northern District of Georgia. The complaint, brought by a Georgia resident on behalf of a proposed nationwide class and Georgia subclass, alleges that the Company failed to adequately safeguard, monitor, and protect the personally identifiable information (“PII”) of approximately 27,000 customers, which was allegedly compromised in a data breach discovered in June 2024. At that time, law enforcement requested Bitcoin Depot not publicly disclose the data breach until it completed its investigation. In July 2025, law enforcement lifted its hold and Bitcoin Depot provided notice to the potentially impacted consumers. The complaint asserts eight causes of action, including negligence, negligence per se (based on alleged violations of FTC guidelines), invasion of privacy, breach of implied contract, unjust enrichment, breach of fiduciary duty, and violations of Georgia’s Uniform Deceptive Trade Practices Act and attorneys’ fees statute. The plaintiff seeks actual and compensatory damages, equitable and injunctive relief, credit monitoring for at least three years, restitution, disgorgement, punitive damages, attorneys’ fees, and class certification. On October 27, 2025, the Company filed a Motion to Dismiss the Plaintiff’s Complaint in its entirety on several grounds including lack of standing, failure to allege concrete harm, and lack of causation. Connecticut Department of Banking On March 9, 2026, the Connecticut Department of Banking, Consumer Credit Division, issued an Order and Notice of Summary Suspension, Temporary Order to Cease and Desist, Order to Make Restitution, Order to Provide Disgorgement, Notice of Intent to Revoke and Refuse to Renew Money Transmission License, Notice of Intent to Issue Order to Cease and Desist, Notice of Intent to Impose Civil Penalty, and Notice of Right to Hearing (the “Order and Notice”) to Bitcoin Depot Operating LLC (“OpCo”). The Department summarily suspended OpCo’s license to engage in the business of money transmission in the State of Connecticut pending proceedings for revocation and refusal to renew. Unless set aside or modified by a court, the Temporary Order to Cease and Desist shall remain in effect until the effective date of a permanent order or dismissal of the matters asserted in the Order and Notice. The Department alleges that OpCo’s conduct materially prejudiced the interests of consumers and that OpCo failed to maintain the required minimum tangible net worth in 2022 and 2023. OpCo’s request to renew its money transmission license in Connecticut is pending. OpCo has a right to request a hearing on the Order to Make Restitution, Order to Provide Disgorgement, Notice of Intent to Revoke and Refuse to Renew Money Transmission License, Notice of Intent to Issue Order to Cease and Desist and Notice of Intent to Impose Civil Penalty. On March 9, 2026, in compliance with the Order and Notice, OpCo suspended operations at all kiosks located in the State of Connecticut. This matter is in its very early stages. OpCo intends to vigorously defend the matter although there can be no assurance as to the outcome. A reasonable estimate of the amount of any possible loss or range of loss cannot be made at this time. In 2025, fourteen states passed legislation to regulate use of virtual currency kiosks. We cannot predict the full impact these laws, or any similar pending or future legislation, may have on our financial condition or results of operations, nor can we predict the likelihood of such bills becoming law. Byte Federal On or about January 20, 2023 the Company was served a complaint filed by Byte Federal, Inc. in the United States District Court for the Middle District of Florida, Byte Federal, Inc. v. Lux Vending LLC d/b/a Bitcoin Depot, alleging, among other things, trademark infringement stemming primarily from the use of Google Ads. The Company and Byte Federal have agreed, in principle, to settle this matter pre-trial subsequent to year-end, and accrual has been made as such in the financial statements as of December 31, 2025. Other We are also party to various other legal proceedings and claims in the ordinary course of our business. We believe these other matters will not have a material adverse effect on our consolidated financial position, results of operations or liquidity. Financial and tax regulations 117 Table of Contents BITCOIN DEPOT INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Legislation or guidance may be issued by U.S. and non-U.S. governing bodies, including Financial Crimes Enforcement Network (“FinCen”) and the Internal Revenue Service (“IRS”), that may differ significantly from the Company’s practices or interpretation of the law, which could have unforeseen effects on our financial condition and results of operations, and accordingly, the related impact on our financial condition and results of operations is not estimable. Prior to 2022, the IRS concluded an examination of the Company related to certain regulatory reporting requirements related to cryptocurrency sales to certain customers. Based on the outcome of the examination, the Company has concluded it is not probable that any fines or penalties will be assessed against the Company. As a result, no accrual has been recorded in the accompanying consolidated financial statements. (22) Subsequent Events Material Modifications to Rights of Security Holders On February 19, 2026 the Company filed a Certificate of Amendment to the Company’s Second Amended and Restated Certificate of Incorporation with the Secretary of State for the State of Delaware to effect a one-for-seven (1:7) reverse stock split of each class of the Company’s common stock, effective as of 12:01 a.m., Eastern time on February 23, 2026. The Class A common stock began trading on a Reverse Stock Split-adjusted basis on the Nasdaq on February 23, 2026. The trading symbol for the Class A common stock remains BTM. As a result of the Reverse Stock Split, the number of issued and outstanding shares was reduced from 35,495,968 shares of Class A common stock and 37,846,102 shares of Class M common stock to 5,070,852 shares of Class A common stock and 5,406,586 shares of Class M common stock as of February 23, 2026. Massachusetts Attorney General Litigation On February 3, 2026, Bitcoin Depot Operating LLC and the Company were made aware of a civil complaint from the Attorney General of the Commonwealth of Massachusetts in connection with a suit filed against the Company in the Superior Court of the Commonwealth of Massachusetts for Suffolk County. See Note 21 for further discussion. Acquisition of Kutt, Inc. On February 27, 2026, the Company acquired all outstanding shares of Kutt, Inc., a peer-to-peer social betting platform that enables users to create and participate in wagers directly with one another on publicly verifiable outcomes. The acquisition will be accounted for as a Business Combination under ASC 805, and will be recognized in the Company's reported results for the first quarter of 2026. 118 Table of Contents