10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)


☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September, 30, 2023


☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from __________ to __________

Commission File Number: 001-41305

Bitcoin Depot Inc.

(Exact name of registrant as specified in its charter)


Delaware	87-3219029
(State or other jurisdiction of incorporation or organization)	(IRS Employer Identification No.)

3343 Peachtree Road NE, Suite 750 Atlanta, GA	30326
(Address of principal executive offices)	(Zip Code)

(687) 435-9604

(Registrant’s telephone number, including area code)

Not applicable

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered

Class A common stock, par value $0.0001 per share	BTM	The NASDAQ Stock Market LLC
Warrants, each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50 per share	BTMWW	The NASDAQ Stock Market LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


☐	Large accelerated filer	☐	Accelerated filer

☒	Non-accelerated filer	☒	Smaller reporting company

		☒	Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of November 10, 2023, the registrant had 13,252,691 shares outstanding of Class A common stock, par value $0.0001 per share, 0 shares outstanding of Class B common stock, par value $0.0001 per share, 1,075,761 shares outstanding of Class E common stock, par value $0.0001 per share, 0 shares outstanding of Class M common stock, par value $0.0001 per share, 0 shares outstanding of Class O common stock, par value $0.0001 per share, and 44,100,000 shares outstanding of Class V common stock, par value $0.0001 per share.

Bitcoin Depot Inc.

Quarterly Report on Form 10-Q

Table of Contents


		Page
Part I - Financial Information		1
Item 1.	Financial Statements	1
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	38
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	58
Item 4.	Controls and Procedures	59

PART II - OTHER INFORMATION		61
Item 1.	Legal Proceedings	61
Item 1A.	Risk Factors	61
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	101
Item 3.	Defaults upon Senior Securities	101
Item 4.	Mine Safety Disclosures	101
Item 5.	Other Information	101
Item 6.	Exhibits and Financial Statement Schedules	102

SIGNATURES		104

Cautionary Statement Regarding Forward-Looking Statements

Certain statements in this Quarterly Report on Form 10-Q may constitute “forward-looking statements” for purposes of the federal securities laws. Our forward-looking statements include, but are not limited to, statements regarding our and our management team’s expectations, hopes, beliefs, intentions or strategies regarding the future. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intends,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “will,” “would” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. These forward-looking statements are provided for illustrative purposes only and are not intended to serve as, and must not be relied on by any investor as, a guarantee, an assurance, a prediction or a definitive statement of fact or probability. Actual events and circumstances are difficult or impossible to predict and will differ from assumptions. Many actual events and circumstances are beyond the control of Bitcoin Depot Inc. (the “Company” or “Bitcoin Depot”). Forward-looking statements in this Quarterly Report on Form 10-Q may include, for example, statements about:

•

failure to realize the anticipated benefits of the Merger;

•

the ability to maintain the listing of the Class A common stock, par value $0.0001 per share (the "Class A common stock"), and the warrants to purchase the Class A common stock (the "Warrants") on Nasdaq;

•

the Company’s ability to issue equity or equity-linked securities, to obtain debt financing or refinance existing indebtedness on satisfactory terms, or otherwise raise financing in the future;

•

the liquidity and trading of the Class A common stock and the Warrants;

•

members of the Company’s management team allocating their time to other businesses and potentially having conflicts of interest with the Company’s business;

•

the Company’s future financial performance;

•

the Company’s success in retaining or recruiting, or changes required in, its officers, key employees or directors;

•

the Company’s ability to manage future growth;

•

the Company’s ability to develop new products and services, bring them to market in a timely manner, and make enhancements to its business;

•

the effects of competition on the Company’s business;

•

market adoption and future performance of cryptocurrencies;

•

changes in domestic and foreign business, financial, political and legal conditions;

•

future global, regional or local economic and market conditions;

•

the outcome of any potential litigation, government and regulatory proceedings, investigations and inquiries;

•

the development, effects and enforcement of laws and regulations; and

•

the Company’s other plans, objectives, expectations and intentions described or referenced in this Quarterly Report on Form 10-Q under the heading “Risk Factors,” and other documents that the Company will file, from time to time with the Securities Exchange Commission (“SEC”).

If any of these risks materialize or our assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements. There may be additional risks that we do not presently know or that we currently believe are immaterial that could also cause actual results to differ from those contained in the forward-looking statements.

In addition, forward-looking statements reflect our expectations, plans or forecasts of future events and views as of the date hereof. We anticipate that subsequent events and developments will cause our assessments to change. However, while we may elect to update these forward-looking statements at some point in the future, we specifically disclaim any obligation to do so except as otherwise required by applicable law. These forward-looking statements should not be relied upon as representing our assessment as of any date subsequent to the date hereof.

These statements are inherently uncertain, and investors are cautioned not to unduly rely upon these statements. As a result of a number of known and unknown risks and uncertainties, actual results or our performance of the Company may be materially different from those expressed or implied by these forward-looking statements.

You should read this Quarterly Report on Form 10-Q and the documents that we reference in and have filed as exhibits to this Quarterly Report on Form 10-Q completely and with the understanding that our actual future results may be materially different from what we expect. We qualify all of our forward-looking statements by these cautionary statements.

iii

Part I - Financial Information

Item 1. Financial Statements.

BITCOIN DEPOT INC.

CONSOLIDATED BALANCE SHEETS

(in thousands, except share and per share amounts)


	September 30, 2023 (unaudited)			December 31, 2022
Assets
Current:
Cash and cash equivalents	$	29,666		$	37,540
Cryptocurrencies		795			540
Accounts receivable, net		332			263
Prepaid expenses and other current assets		4,826			2,015
Total current assets		35,619			40,358
Property and equipment:
Furniture and fixtures		635			618
Leasehold improvements		172			172
Kiosk machines - owned		15,617			15,234
Kiosk machines - leased		30,781			36,591
Vehicles		—			17
Total property and equipment		47,205			52,632
Less: accumulated depreciation		(19,860	)		(13,976	)
Total property and equipment, net		27,345			38,656
Intangible assets, net		4,218			5,351
Goodwill		8,717			8,717
Operating lease right-of-use assets, net		524			302
Deposits		461			17
Deferred tax assets		1,582			—
Total assets	$	78,466		$	93,401

The accompanying notes are an integral part of these unaudited consolidated financial statements.

-1-

BITCOIN DEPOT INC.

CONSOLIDATED BALANCE SHEETS

(in thousands, except share and per share amounts)


	September 30, 2023 (unaudited)			December 31, 2022
Liabilities and Stockholders’ Equity and Member’s Equity
Current:
Accounts payable	$	7,643		$	8,119
Accrued expenses		23,349			11,309
Note payable		1,868			8,050
Income taxes payable		1,627			647
Deferred revenue		68			19
Operating lease liabilities, current portion		267			228
Current installments of obligations under finance leases		11,094			18,437
Derivative liabilities		2,701			—
Other tax payable		795			—
Total current liabilities	$	49,412		$	46,809
Long-term liabilities
Note payable, non-current		16,848			29,522
Operating lease liabilities, non-current		393			247
Obligations under finance leases, non-current		3,991			6,140
Deferred income tax, net		482			1,239
Tax receivable agreement liability		754			—
Total Liabilities	$	71,880		$	83,957
Commitments and Contingencies (Note 22)
Stockholders’ Equity and Member’s Equity
Series A Preferred Stock, $0.0001 par value; 50,000,000 authorized, 3,475,000 shares issued and outstanding, at September 30, 2023		—			—
Class A common stock, $0.0001 par value; 800,000,000 authorized, 13,183,691 shares issued and outstanding at September 30, 2023		1			—
Class B common stock, $0.0001 par value; 20,000,000 authorized, no shares issued and outstanding at September 30, 2023		—			—
Class E common stock, $0.0001 par value; 2,250,000 authorized, 1,075,761 shares issued and outstanding at September 30, 2023		—			—
Class M common stock, $0.0001 par value; 300,000,000 authorized, no shares issued and outstanding at September 30, 2023		—			—
Class O common stock, $0.0001 par value; 800,000,000 authorized, no shares issued and outstanding at September 30, 2023		—			—
Class V common stock, $0.0001 par value; 300,000,000 authorized, 44,100,000 shares issued and outstanding at September 30, 2023		4			—
Stock subscription receivable		(5,609	)		—
Additional paid-in capital		16,302			—
Retained earnings (accumulated deficit)		(24,357	)		—
Equity attributed to Legacy Bitcoin Depot		—			7,396
Accumulated other comprehensive loss		(203	)		(182	)
Total Stockholders’ Equity (Deficit) and Equity Attributable to Legacy Bitcoin Depot	$	(13,862	)	$	7,214
Equity attributable to non-controlling interests		20,448			2,230
Total Stockholders’ Equity and Member’s Equity	$	6,586		$	9,444
Total Liabilities and Stockholders’ Equity and Member’s Equity	$	78,466		$	93,401

The accompanying notes are an integral part of these unaudited consolidated financial statements.

-2-

BITCOIN DEPOT INC.

CONSOLIDATED STATEMENTS OF INCOME (LOSS) AND COMPREHENSIVE INCOME (LOSS)

(UNAUDITED)

(in thousands, except share and per share amounts)


	Three Months Ended September 30,						Nine Months Ended September 30,
	2023			2022			2023			2022
Revenue	$	179,483		$	174,776		$	540,561		$	497,167
Cost of revenue (excluding depreciation and amortization)		152,545			153,457			461,087			443,939
Operating expenses:
Selling, general, and administrative		16,242			11,692			43,245			26,622
Depreciation and amortization		3,260			4,763			9,554			14,365
Total operating expenses	$	19,502		$	16,455		$	52,799		$	40,987
Income from operations	$	7,436		$	4,864		$	26,675		$	12,241
Other (expense) income:
Interest (expense)		(2,769	)		(3,109	)		(10,120	)		(9,154	)
Other (expense) income		(3,111	)		191			(14,024	)		203
(Loss) gain on foreign currency transactions		(154	)		113			(365	)		(76	)
Total other (expense)	$	(6,034	)	$	(2,805	)	$	(24,509	)	$	(9,027	)
Income before provision for income taxes and non- controlling interest		1,402			2,059			2,166			3,214
Income tax benefit (expense)		(337	)		1,251			977			859
Net income	$	1,065		$	3,310		$	3,143		$	4,073
Net income attributable to Legacy Bitcoin Depot unit holders		—			3,390			12,906			4,261
Net income (loss) attributable to non-controlling interest		8,163			(441	)		8,031			(548	)
Net (loss) attributable to Bitcoin Depot Inc.	$	(7,098	)	$	-		$	(17,794	)	$	-
Other comprehensive income (loss), net of tax
Net income	$	1,065		$	3,310		$	3,143		$	4,073
Foreign currency translation adjustments		87			(169	)		66			(403	)
Total comprehensive income	$	1,152		$	3,141		$	3,209		$	3,670
Comprehensive income attributable to Legacy Bitcoin Depot unit holders		—			3,582			12,885			4,219
Comprehensive income (loss) attributable to non-controlling interest		8,249			(441	)		8,118			(548	)
Comprehensive loss attributable to Bitcoin Depot Inc.	$	(7,098	)	$	-		$	(17,794	)	$	-
Net (loss) attributable to Bitcoin Depot Inc.	$	(7,098	)				$	(17,794	)
Loss per share basic and diluted	$	(0.43	)				$	(1.07	)
Weighted average shares: basic and diluted		16,658,691						16,658,691

The accompanying notes are an integral part of these unaudited consolidated financial statements.

-3-

BITCOIN DEPOT INC.

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2023

(UNAUDITED)

(in thousands, except share and per share amounts)


				Series A Preferred Stock					Class A Common Stock				Class E Common Stock				Class V Common Stock															Total Stockholders’ Equity (Deficit) and
	Equity Attributed to Legacy Bitcoin Depot			Shares			Amount		Shares		Amount		Shares		Amount		Shares		Amount		Accumulated Other Comprehensive Loss			Stock Subscription Receivable			Additional Paid-In Capital		Retained Earnings Accumulated Deficit			Equity Attributable to Legacy Bitcoin Depot			Non-Controlling Interest			Total Stockholders’ Equity and Member’s Equity
July 1, 2023	$	-			4,300,000		$	-		12,358,691	$	1		1,075,761	$	-		44,100,000	$	4	$	(203	)	$	(5,613	)	$	15,504	$	(17,259	)	$	(7,566	)	$	12,346		$	4,780
Distributions		—			—			—		—		—		—		—		—		—		—			—			—		—			—			(294	)		(294	)
Foreign currency translation		—			—			—		—		—		—		—		—		—		—			—			—		—			—			87			87
Proceeds from stock subscription		—			—			—		—		—		—		—		—		—		—			4			—		—			4			—			4
Stock based compensation		—			—			—		—		—		—		—		—		—		—			—			798		—			798			146			944
Conversion from Series A preferred stock to class A common stock		—			(825,000	)		—		825,000		—		—		—		—		—		—			—			—		—			—			—			—
Net Income (loss) attributable to Bitcoin Depot Inc.		—			—			—		—		—		—		—		—		—		—			—			—		(7,098	)		(7,098	)		8,163			1,065
September 30, 2023	$	-			3,475,000		$	-		13,183,691	$	1		1,075,761	$	-		44,100,000	$	4	$	(203	)	$	(5,609	)	$	16,302	$	(24,357	)	$	(13,862	)	$	20,448		$	6,586
January 1, 2023		7,396			—			—		—		—		—		—		—		—		(182	)		—			—		—			7,214			2,230			9,444
Distributions		(12,737	)		—			—		—		—		—		—		—		—		—			—			—		—			(12,737	)		(294	)		(13,031	)
Foreign currency translation		—			—			—		—		—		—		—		—		—		(21	)		—			—		—			(21	)		87			66
Net income (loss) prior to transaction		12,906			—			—		—		—		—		—		—		—		—			—			—		—			12,906			—			12,906
Recapitalization of Legacy Bitcoin Depot equity and establishment of non-controlling interest		(7,565	)		—			—		11,858,691		1		1,075,761		—		44,100,000		4		—			(4	)		—		(5,809	)		(13,373	)		9,866			(3,507	)
Establishment of TRA		—			—			—		—		—		—		—		—		—