Management Change/Compensation Form 8 K

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On December 9, 2024, Tim Vanderham informed the Board of Directors (the "Board") of Bitcoin Depot Inc. (the "Company") of his intention to step down from the Board of the Company, with a specific effective date to be determined but anticipated by Mr. Vanderham to be in the first quarter of 2025. Mr. Vanderham will also step down as a member of the Board's Audit Committee at the same time. Given that Mr. Vanderham will remain on the Board until a later date in 2025, he will continue to stand for reelection at the Company's upcoming Annual Meeting of Stockholders (the "Annual Meeting") to be held on December 19, 2024, as originally contemplated in the Company's definitive proxy statement filed with the Securities and Exchange Commission (the "SEC") on November 7, 2024.

The Board will continue to evaluate the composition of the Board and the Audit Committee in connection with the results of the upcoming Annual Meeting and Mr. Vanderham's anticipated resignation from the Board. The Board will also appoint an existing Director, who meets the enhanced independence and experience standards established by Nasdaq and the Securities Exchange Act of 1934, as amended (the "Exchange Act") as they relate to audit committees, to replace Mr. Vanderham as a member of the Audit Committee.

Mr. Vanderham's decision to step down from the Board is not the result of any dispute or disagreement with the Company or its Board.