Bitcoin Depot's BitAccess Faces $18.47M Arbitration Award Favoring Cash Cloud Over Alleged Hardware And Software Breaches, While U.S. Bankruptcy Court Action Seeks Overlapping Claims; Company Believes U.S. Bankruptcy Court Action Is Without Merit, Intends To "Vigorously" Defend It

On November 24, 2025, Bitcoin Depot Inc. ("Bitcoin Depot" or 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 ("Coin Cloud") on August 16, 2022, under the rules of the Canadian Arbitration Association (CAA). The claims brought by Coin Cloud allege breaches of the 2020 Master Purchase Agreement between BitAccess and Cash Cloud, Inc., a Nevada corporation 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 $18.47 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 seeking to have the award set aside, however, we cannot predict with any degree of certainty the ultimate outcome of the matter.

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 believes the U.S. Bankruptcy Court action is without merit, intends to vigorously defend it, and that it substantially overlaps with the issues already before the Canadian arbitral tribunal. Cash Cloud is seeking damages in the amount of $18.47 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.