Bitcoin Depot Inc-A美股招股说明书(2026-04-13版)

651,786 Shares of ClassA Common Stock This prospectus relates to the offering and resale by the selling stockholders identified herein (the “Selling Stockholders”) of up to 651,786 shares(the “offered shares”) of ClassA common stock, par value $0.0001 per share (“ClassA common stock”), of Bitcoin Depot Inc., a Delaware corporation(“Bitcoin Depot” or the “Company”), from time to time in amounts, at prices and on terms that will be determined at the time of the applicable offering.Bitcoin Depot is not selling any shares of ClassA common stock under this prospectus, and Bitcoin Depot will not receive any of the proceeds from thesale of the offered shares. The Selling Stockholders may offer and sell the offered shares to or through one or more underwriters, dealers and agents, or directly topurchasers, on a continuous or delayed basis. The price at which the Selling Stockholders may sell the offered shares will be determined by theprevailing market for the offered shares or in negotiated transactions that may be at prices other than prevailing market prices. See “Plan ofDistribution” elsewhere in this prospectus for more information about how the Selling Stockholders may sell or otherwise dispose of the offered shares. The ClassA common stock is listed on the Nasdaq Capital Market(“Nasdaq”) and trades under the symbol “BTM.” On April10, 2026, the lastreported sale price of the ClassA common stock was $2.63 per share. We are an “emerging growth company” and a “smaller reporting company” as defined under the U.S. federal securities laws and, as such,may elect to comply with certain reduced public company reporting requirements for this and future filings. See “Risk Factors” and “Summary—Implications of Being an Emerging Growth Company and a Smaller Reporting Company.” Investing in the ClassA common stock involves risks. You should carefully read and consider the risk factorsincluded in the section titled “Risk Factors” beginning on page6 and in any similarly titled section contained in anyapplicable prospectus supplement or free writing prospectus before you invest in the ClassA common stock. Table of Contents TABLE OF CONTENTS ABOUT THIS PROSPECTUSWHERE YOU CAN FIND MORE INFORMATIONCAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTSSUMMARYRISK FACTORSUSE OF PROCEEDSDIVIDEND POLICYMANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONSBUSINESSMANAGEMENTEXECUTIVE COMPENSATIONDESCRIPTION OF CLASS A COMMON STOCKBENEFICIAL OWNERSHIP OF SECURITIESSELLING STOCKHOLDERSCERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONSCERTAIN ERISA CONSIDERATIONSPLAN OF DISTRIBUTIONLEGAL MATTERSEXPERTSINDEX TO FINANCIAL STATEMENTS Table of Contents ABOUT THIS PROSPECTUS This prospectus is part of a registration statement on Form S-1 that Bitcoin Depot is filing with the SEC pursuant to which the selling stockholdersnamed herein may, from time to time, offer and sell or otherwise dispose of the shares of our ClassA common stock covered by this prospectus. Underthis process, using this prospectus and, if required, one or more prospectus supplements, the Selling Stockholders may, from time to time, offer and sellthe shares of ClassA common stock covered by this prospectus in one or more offerings. This prospectus provides you with a general description of the shares of ClassA common stock that the Selling Stockholders may offer. Each timea Selling Stockholder sells offered shares, Bitcoin Depot will, to the extent required by law, provide a prospectus supplement that contains specificinformation about the terms of that offering. Prospectus supplements also may add to, update or change information in this prospectus. If there is anyinconsistency between the information in this prospectus and any prospectus supplement or any related free writing prospectus that Bitcoin Depotprepares or authorizes, you should rely on the information in the prospectus supplement or related free writing prospectus. You should carefully read thisprospectus, any prospectus supplement, any free writing prospectus and the additional information described below under the headings “Where You CanFind More Information.” You should assume that the information appearing in this prospectus, any accompanying prospectus supplement and any free writing prospectus isaccurate as of the date on its respective cover, unless Bitcoin Depot indicates otherwise. Our business, financial condition, results of operations andprospects may have changed since those dates. You should rely only on the information contained in this prospectus or any prospectus supplement. Neither we nor the SellingStockholders have authorized any other person to provide you with different information. If anyone provides you with different or inconsistentinformation, you should not rely on it. Neither we, the Selling Stockholders nor anyone acting on our behalf is making an offer to sell thesesecurities in any jurisdiction where the offer or sale is not permitted.