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Filed Pursuant to Rule 424(b)(3)

Registration No. 333-273287

PROSPECTUS SUPPLEMENT NO. 3

(to Prospectus dated September 1, 2023)

 

img200707035_0.jpg 

BITCOIN DEPOT INC.

Up to 83,747,027 Shares of Class A Common Stock

Up to 43,848,750 Shares of Class A Common Stock Underlying Warrants

Up to 12,223,750 Warrants to Purchase Class A Common Stock

This prospectus supplement supplements the prospectus dated September 1, 2023 (the “Prospectus”), which forms a part of our registration statement on Form S-1 (No. 333-273287). This prospectus supplement is being filed to update and supplement the information in the Prospectus with the information contained in our quarterly report on Form 10-Q for the quarter ended September 30, 2023, filed with the Securities and Exchange Commission on November 14, 2023 (the “Quarterly Report”). Accordingly, we have attached the Quarterly Report to this prospectus supplement.

The Prospectus and this prospectus supplement relate to the offer and sale from time to time by the selling securityholders named in this prospectus or their permitted transferees (the “Selling Securityholders”) of the following:

(i) up to 83,747,027 shares of Class A common stock consisting of:

(a) up to 657,831 shares of Class A common stock held by former stockholders of GSRM, of which (i) 203,481 shares were issued pursuant to certain Voting and Non-Redemption Agreements (as defined below) at an effective purchase price of $0.00 per share and (ii) 454,350 shares were issued pursuant to certain Non-Redemption Agreements (as defined below) at an effective purchase price of $3.00 per share;

(b) up to 5,769,185 shares of Class A common stock held by certain third parties and affiliates of Sponsor and former directors of GSRM, in each case that were issued at Closing in exchange for an equivalent number of shares of Class B common stock of GSRM that were originally purchased for approximately $0.004 per share;

(c) up to 1,075,761 shares of Class A common stock issuable upon the vesting and conversion of the Company’s Class E common stock, par value $0.0001 per share (the “Class E common stock”), held by certain third parties and affiliates of Sponsor and former directors of GSRM, in each case that were issued at Closing in exchange for an equivalent number of shares of Class B common stock of GSRM that were originally purchased for approximately $0.004 per share;

(d) up to 59,100,000 shares of Class A common stock underlying the following securities held by BT Assets as of the Closing (which in each case were issued as consideration in the Business Combination based on a value of $10.00 per share): (i) 15,000,000 BT HoldCo Earnout Units, consisting of (A) 5,000,000 Class 1 Earnout Units of BT HoldCo, (B) 5,000,000 Class 2 Earnout Units of BT HoldCo, and (C) 5,000,000 Class 3 Earnout Units of BT HoldCo, and (ii) 44,100,000 BT HoldCo Common Units (which correspond to 44,100,000 shares of Class V common stock);

(e) up to 4,300,000 shares of Class A common stock issuable upon conversion of the Company’s Series A Convertible Preferred Stock, par value $0.0001 per share (the “Series A Preferred Stock”), which were purchased for $10.00 per share and issued at Closing and were initially held by the PIPE Subscribers pursuant to that certain PIPE Agreement, dated as of June 23, 2023 (the “PIPE Agreement”), by and among GSRM, Lux Vending, LLC dba Bitcoin Depot (“BT OpCo”), and the subscribers set forth therein (the “PIPE Subscribers”);

(f) up to 500,000 shares of Class A common stock issued at Closing to Brandon Mintz under the Bitcoin Depot Inc. 2023 Omnibus Incentive Equity Plan at an effective cost basis of $3.23 per share;

(g) up to 120,500 shares of Class A common stock issuable upon exercise of the restricted stock units issued at Closing to Scott Buchanan under the Bitcoin Depot Inc. 2023 Omnibus Incentive Equity Plan at an effective cost basis of $3.23 per share; and


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(h) up to 12,223,750 shares of Class A common stock issuable upon exercise of the Private Placement Warrants that were originally purchased for $1.00 per Private Placement Warrant; and

(ii) up to 12,223,750 Private Placement Warrants that were originally purchased concurrently with the closing of the GSRM initial public offering at a price of $1.00 per Private Placement Warrant and distributed to certain third parties and affiliates of Sponsor concurrently with Closing.

We will not receive any proceeds from the sale of shares of Class A common stock or Private Placement Warrants by the Selling Securityholders pursuant to the Prospectus or in any supplement to the Prospectus. See the sections of the Prospectus entitled “Selling Securityholders” and “Plan of Distribution.”

Our Class A common stock and Public Warrants are listed on the Nasdaq Capital Market under the symbols “BTM” and “BTMWW,” respectively. On November 13, 2023, the closing sales price of our Class A common stock and Public Warrants was $2.40 per share and $0.10 per Public Warrant, respectively.

Our Chief Executive Officer, Brandon Mintz, (through his ownership interests in BT Assets) owns a majority of the voting power of our issued and outstanding Common Stock (as defined in the Prospectus). As a result, we qualify as a “controlled company” within the meaning of the corporate governance standards of Nasdaq.

We are an “emerging growth company” as defined under U.S. federal securities laws and, as such, have elected to comply with reduced public company reporting requirements. The Prospectus and this prospectus supplement comply with the requirements that apply to an issuer that is an emerging growth company. This prospectus supplement updates and supplements the information in the Prospectus and is not complete without, and may not be delivered or utilized except in combination with, the Prospectus, including any amendments or supplements thereto. This prospectus supplement should be read in conjunction with the Prospectus and if there is any inconsistency between the information in the Prospectus and this prospectus supplement, you should rely on the information in this prospectus supplement.

Investing in our securities involves a high degree of risk. You should review carefully the risks and uncertainties described in the section titled “Risk Factors” beginning on page 10 of the Prospectus, and under similar headings in any amendments or supplements to the Prospectus, and in Section 1A. Risk Factors of our Annual Report on Form 10-K and our Quarterly Reports on Form 10-Q.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities, or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense.

The date of this prospectus supplement is November 14, 2023.

 

 

 

 

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

OR

 

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

 


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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.

 

 


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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

 

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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.

ii


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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


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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-


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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-


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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-


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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

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(754

)

 

(754

)

 

 

 

(754

)

Shares issued in connection with the PIPE Financing

 

 

 

4,300,000

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(5,609

)

 

13,889

 

 

 

 

8,280

 

 

 

 

8,280

 

Proceeds from stock subscription

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

4

 

 

 

 

 

 

4

 

 

 

 

4

 

Conversion from Series A preferred stock to class A common stock

 

 

 

(825,000

)

 

 

 

825,000

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Stock compensation expense

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

798

 

 

 

 

798

 

 

528

 

 

1,326

 

Stock compensation expense related to shares issued to founder

 

 

 

 

 

 

 

500,000

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

1,615

 

 

 

 

1,615

 

 

 

 

1,615

 

Net Income (loss) attributable to Bitcoin Depot Inc.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(17,794

)

 

(17,794

)

 

8,031

 

 

(9,763

)

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

 

 

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

-4-


Table of Contents

 

BITCOIN DEPOT INC.

CONSOLIDATED STATEMENTS OF CHANGES IN MEMBER’S EQUITY

THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2022

(UNAUDITED)

(in thousands, except share and per share amounts)

 

 

Equity
Attributed to
Legacy Bitcoin
Depot

 

 

Accumulated
Other
Comprehensive
(Loss)

 

 

Total Equity
Attributed to
Legacy Bitcoin
Depot

 

 

Equity
Attributed
to Non-
Controlling
Interest

 

 

Total
Member’s
Equity

 

July 1, 2022

 

$

8,753

 

 

$

(306

)

 

$

8,447

 

 

$

1,932

 

 

$

10,379

 

Distributions

 

 

(662

)

 

 

 

 

 

(662

)

 

 

 

 

 

(662

)

Stock compensation

 

 

 

 

 

 

 

 

 

 

 

302

 

 

 

302

 

Foreign currency translation

 

 

 

 

 

(169

)

 

 

(169

)

 

 

 

 

 

(169

)

Net income (loss)

 

 

3,751

 

 

 

 

 

 

3,751

 

 

 

(441

)

 

 

3,310

 

Balance at September 30, 2022

 

$

11,842

 

 

$

(475

)

 

$

11,367

 

 

$

1,793

 

 

$

13,160

 

Balance at January 1, 2022

 

 

17,616

 

 

 

(72

)

 

 

17,544

 

 

 

1,432

 

 

 

18,976

 

Distributions

 

 

(10,395

)

 

 

 

 

 

(10,395

)

 

 

 

 

 

(10,395

)

Stock compensation

 

 

 

 

 

 

 

 

 

 

 

909

 

 

 

909

 

Foreign currency translation

 

 

 

 

 

(403

)

 

 

(403

)

 

 

 

 

 

(403

)

Net income (loss)

 

 

4,621

 

 

 

 

 

 

4,621

 

 

 

(548

)

 

 

4,073

 

Balance at September 30, 2022

 

$

11,842

 

 

$

(475

)

 

$

11,367

 

 

$

1,793

 

 

$

13,160

 

 

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

-5-


Table of Contents

 

BITCOIN DEPOT INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

(in thousands, except share and per share amounts)

 

 

Nine Months Ended September 30,

 

 

2023

 

 

2022

 

Cash flows from Operating Activities:

 

 

 

 

 

 

Net Income

 

$

3,143

 

 

$

4,073

 

Adjustments to reconcile net loss to net cash provided by (used in) operating activities:

 

 

 

 

 

 

Derivative liabilities

 

 

2,701

 

 

 

 

Amortization of deferred financing costs

 

 

962

 

 

 

456

 

Accretion to Contingent earn-out liability

 

 

159

 

 

 

893

 

Depreciation and amortization

 

 

9,554

 

 

 

14,365

 

Loss on Series A Preferred Share PIPE Issuance

 

 

8,863

 

 

 

 

Non-cash stock compensation

 

 

2,941

 

 

 

909

 

Purchase of services in cryptocurrencies

 

 

525

 

 

 

3,444

 

Deferred taxes

 

 

(1,534

)

 

 

(1,392

)

Loss on finance lease modification

 

 

1,717

 

 

 

 

Loss on disposal of property and equipment

 

 

708

 

 

 

 

Reduction in carrying amount of right-of-use assets

 

 

76

 

 

 

59

 

Cryptocurrency received as payment

 

 

(950

)

 

 

(3,300

)

Change in operating assets and liabilities:

 

 

 

 

 

 

Deposits

 

 

(461

)

 

 

 

Accounts receivable, net

 

 

(29

)

 

 

(69

)

Income tax receivable