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 June 30, 2024


☐	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 August 12, 2024, the registrant had 17,844,174 shares outstanding of Class A common stock, par value $0.0001 per share, 3,075,000 shares outstanding of Series A Preferred Shares, par value of $0.0001, 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 41,193,024 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	37
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	52
Item 4.	Controls and Procedures	52

PART II - OTHER INFORMATION		54
Item 1.	Legal Proceedings	54
Item 1A.	Risk Factors	54
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	54
Item 3.	Defaults upon Senior Securities	54
Item 4.	Mine Safety Disclosures	54
Item 5.	Other Information	55
Item 6.	Exhibits and Financial Statement Schedules	56

SIGNATURES		57

Forward-Looking Statements

Our disclosure and analysis in this report concerning our operations, cash flows and financial position, including, in particular, the likelihood of our success in developing and expanding our business and the realization of sales from our backlog, include forward-looking statements. Statements that are predictive in nature, that depend upon or refer to future events or conditions, or that include words such as “expects,” “anticipates,” “intends,” “plans,” “believes,” “estimates” and similar expressions are forward-looking statements. Although these statements are based upon reasonable assumptions, they are subject to risks and uncertainties that are described more fully herein and in our Annual Report on Form 10-K for the year ended December 31, 2023, in Part I, Item 1A, “Risk Factors” and in Part I under the heading "Cautionary Notice Regarding Forward-Looking Statements", as well as in our other filings with the Securities and Exchange Commission. These risks include our ability to successfully realize the expected benefits of the business combination; our ability to operate in existing markets or expand into new jurisdictions; our ability to manage our growth effectively; our ability to continue to operate in states where we have obtained the requisite licenses to the extent that the laws and regulations of such states clearly indicate that a license is required or where state regulators have advised us that we need a license to operate; our ability to manage regulatory uncertainty in the cryptocurrency industry and maintain positive relationships with federal and state regulators; our dependence on key business relationships with certain key suppliers of Bitcoin; our dependence on, and ability to maintain, key business relationships with store locations for our kiosks and franchise locations, and related supplies, programs, and technologies for our business on acceptable terms; the negative impact on our future results of operations of the unknown potential growth rate and demand for Bitcoin kiosks and by the slow adoption of cryptocurrency; our heavy dependency on our ability to win, maintain and renew contracts with store location partners; unfavorable macroeconomic conditions or decreased discretionary spending due to other factors such as increased interest rates, increased inflation, high fuel rates, recessions, epidemics or other public health issues, terrorist activity or threat thereof, civil unrest or other economic or political uncertainties, that could adversely affect our business, results of operations, cash flows and financial conditions; and our ability to obtain debt financing or refinance existing indebtedness on satisfactory terms, liquidity and trading of our public securities. Accordingly, we can give no assurance that we will achieve the results anticipated or implied by our forward-looking statements. We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise, except as required by law.

Part I - Financial Information

Item 1. Financial Statements.

BITCOIN DEPOT INC.

CONSOLIDATED BALANCE SHEETS

(in thousands, except share and per share amounts)



	June 30, 2024 (unaudited)			December 31, 2023
Assets
Current:
Cash and cash equivalents	$	43,942		$	29,759
Cryptocurrencies		600			712
Accounts receivable		317			245
Prepaid expenses and other current assets		9,777			6,554
Total current assets		54,636			37,270
Property and equipment:
Furniture and fixtures		635			635
Leasehold improvements		172			172
Kiosk machines - owned		27,100			24,222
Kiosk machines - leased		22,394			20,524
Total property and equipment		50,301			45,553
Less: accumulated depreciation		(25,758	)		(20,699	)
Total property and equipment, net		24,543			24,854
Intangible assets, net		3,168			3,836
Goodwill		8,717			8,717
Operating lease right-of-use assets, net		2,489			484
Deposits		699			412
Deferred tax assets		3,286			1,804
Total assets	$	97,538		$	77,377

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)



	June 30, 2024 (unaudited)			December 31, 2023
Liabilities and Stockholders’ Equity
Current:
Accounts payable	$	10,326		$	8,337
Accrued expenses and other current liabilities		21,591			21,545
Notes payable		4,366			3,985
Income taxes payable		2,811			2,484
Deferred revenue		13			297
Operating lease liabilities, current portion		813			279
Current installments of obligations under finance leases		4,761			6,801
Other non-income tax payable		2,235			2,297
Total current liabilities		46,916			46,025
Long-term liabilities
Notes payable, non-current		38,793			17,101
Operating lease liabilities, non-current		1,754			319
Obligations under finance leases, non-current		2,653			2,848
Deferred income tax, net		853			846
Tax receivable agreement liability due to related party, non-current		2,126			865
Total Liabilities		93,095			68,004
Commitments and Contingencies (Note 19)
Stockholders’ Equity
Series A Preferred Stock, $0.0001 par value; 50,000,000 authorized, 3,075,000 and 3,125,000 shares issued and outstanding, at June 30, 2024 and December 31, 2023, respectively		—			—
Class A common stock, $0.0001 par value; 800,000,000 authorized, 17,345,855 and 13,602,691 shares issued, and 17,155,235 and 13,482,047 shares outstanding at June 30, 2024 and December 31, 2023, respectively		1			1
Class B common stock, $0.0001 par value; 20,000,000 authorized, no shares issued and outstanding at June 30, 2024 and December 31, 2023		—			—
Class E common stock, $0.0001 par value; 2,250,000 authorized, 1,075,761 shares issued and outstanding at June 30, 2024 and December 31, 2023		—			—
Class M common stock, $0.0001 par value; 300,000,000 authorized, no shares issued and outstanding at June 30, 2024 and December 31, 2023		—			—
Class O common stock, $0.0001 par value; 800,000,000 authorized, no shares issued and outstanding at June 30, 2024 and December 31, 2023		—			—
Class V common stock, $0.0001 par value; 300,000,000 authorized, 41,193,024 and 44,100,000 shares issued and outstanding at June 30, 2024 and December 31, 2023, respectively		4			4
Treasury stock		(437	)		(279	)
Additional paid-in capital		20,731			17,326
Accumulated deficit		(36,762	)		(32,663	)
Accumulated other comprehensive loss		(198	)		(203	)
Total Stockholders’ Deficit Attributable to Bitcoin Depot Inc.		(16,661	)		(15,814	)
Equity attributable to non-controlling interests		21,104			25,187
Total Stockholders’ Equity		4,443			9,373
Total Liabilities and Stockholders’ Equity	$	97,538		$	77,377

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

-2-

BITCOIN DEPOT INC.

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

(UNAUDITED)

(in thousands, except share and per share amounts)


	Three Months Ended June 30,						Six Months Ended June 30,
	2024			2023			2024			2023
Revenue	$	163,066		$	197,474		$	301,605		$	361,077
Cost of revenue (excluding depreciation and amortization)		136,708			167,242			257,995			308,543
Operating expenses:
Selling, general, and administrative		15,762			16,168			29,368			27,003
Depreciation and amortization		2,992			3,499			5,939			6,295
Total operating expenses		18,754			19,667			35,307			33,298
Income from operations		7,604			10,565			8,303			19,236
Other (expense) income:
Interest (expense)		(2,880	)		(4,404	)		(7,824	)		(7,351	)
Other income (expense)		34			(10,797	)		40			(10,913	)
(Loss) on foreign currency transactions		(138	)		(62	)		(265	)		(211	)
Total other (expense)		(2,984	)		(15,263	)		(8,049	)		(18,475	)
(Loss) Income before provision for income taxes and non-controlling interest		4,620			(4,698	)		254			761
Income tax (expense) benefit		(270	)		692			(132	)		1,314
Net income (loss)		4,350			(4,006	)		122			2,075
Net income attributable to Legacy Bitcoin Depot unit holders		—			6,616			—			12,906
Net income attributable to non-controlling interest		6,911			77			4,221			(132	)
Net (loss) attributable to Bitcoin Depot Inc.		(2,561	)		(10,699	)		(4,099	)		(10,699	)
Other comprehensive income (loss), net of tax
Net income (loss)		4,350			(4,006	)		122			2,075
Foreign currency translation adjustments		5			(21	)		18			(21	)
Total comprehensive income (loss)		4,355			(4,027	)		140			2,054
Comprehensive income attributable to Legacy Bitcoin Depot unit holders		—			6,595			—			12,885
Comprehensive income (loss) attributable to non-controlling interest		6,911			77			4,234			(132	)
Comprehensive (loss) attributable to Bitcoin Depot Inc.	$	(2,556	)	$	(10,699	)	$	(4,094	)	$	(10,699	)
Net (loss) attributable to Bitcoin Depot Inc.	$	(2,561	)	$	(10,699	)	$	(4,099	)	$	(10,699	)
(Loss) per share basic and diluted	$	(0.13	)	$	(0.64	)	$	(0.23	)	$	(0.64	)
Weighted average shares: basic and diluted		19,432,011			16,658,691			18,016,761			16,658,691

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

-3-

BITCOIN DEPOT INC.

CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY

THREE AND SIX MONTHS ENDED JUNE 30, 2024

(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					Treasury Stock
	Shares			Amount		Shares		Amount		Shares		Amount		Shares			Amount		Shares			Amount			Additional Paid-In Capital		Accumulated Deficit			Accumulated Other Comprehensive (Loss)			Total Stockholders’ Deficit Attributable to Bitcoin Depot Inc.			Non-Controlling Interest			Total Stockholders’ Equity
April 1, 2024		3,075,000		$	—		13,721,691	$	1		1,075,761	$	—		44,100,000		$	4		(190,620	)	$	(437	)	$	18,215	$	(34,201	)	$	(199	)	$	(16,617	)	$	21,598		$	4,981
Distributions		—			—		—		—		—		—		—			—		—			—			—		—			—			—			(6,832	)		(6,832	)
Foreign currency translation		—			—		—		—		—		—		—			—		—			—			—		—			1			1			4			5
Shares issued for vested RSU awards		—			—		717,188		—		—		—		—			—		—			—			—		—			—			—			—			—
Stock compensation		—			—		—		—		—		—		—			—		—			—			1,720		—			—			1,720			8			1,728
Redemption of non-controlling interest		—			—		2,906,976		—		—		—		(2,906,976	)		—		—			—			585		—			—			585			(585	)		—
Change in tax basis in BT HoldCo due to redemption		—			—		—		—		—		—		—			—		—			—			211		—			—			211			—			211
Net (loss) income attributable to Bitcoin Depot Inc.		—			—		—		—		—		—		—			—		—			—			—		(2,561	)		—			(2,561	)		6,911			4,350
June 30, 2024		3,075,000		$	—		17,345,855	$	1		1,075,761	$	—		41,193,024		$	4		(190,620	)	$	(437	)	$	20,731	$	(36,762	)	$	(198	)	$	(16,661	)	$	21,104		$	4,443
January 1, 2024		3,125,000		$	—		13,602,691	$	1		1,075,761	$	—		44,100,000		$	4		(120,644	)	$	(279	)	$	17,326	$	(32,663	)	$	(203	)	$	(15,814	)	$	25,187		$	9,373
Distributions		—			—		—		—		—		—		—			—		—			—			—		—			—			—			(7,748	)		(7,748	)
Foreign currency translation		—			—		—		—		—		—		—			—		—			—			—		—			5			5			13			18
Conversion of Series A preferred stock to class A common stock		(50,000	)		—		50,000		—		—		—		—			—		—			—			—		—			—			—			—			—
Treasury Shares		—			—		—		—		—		—		—			—		(69,976	)		(158	)		—		—			—			(158	)		—			(158	)
Shares issued for vested RSU awards		—			—		786,188		—		—		—		—			—		—			—			—		—			—			—			—			—
Stock compensation		—			—		—		—		—		—		—			—		—			—			2,609		—			—			2,609			16			2,625
Redemption of non-controlling interest		—			—		2,906,976		—		—		—		(2,906,976	)		—		—			—			585		—			—			585			(585	)		—
Change in tax basis in BT HoldCo due to redemption		—			—		—		—		—		—		—			—		—			—			211		—			—			211			—			211
Net (loss) income attributable to Bitcoin Depot Inc.		—			—		—		—		—		—		—			—		—			—			—		(4,099	)		—			(4,099	)		4,221			122
June 30, 2024		3,075,000		$	—		17,345,855	$	1		1,075,761	$	—		41,193,024		$	4		(190,620	)	$	(437	)	$	20,731	$	(36,762	)	$	(198	)	$	(16,661	)	$	21,104		$	4,443

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

-4-

BITCOIN DEPOT INC.

CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY AND MEMBER’S EQUITY

THREE AND SIX MONTHS ENDED JUNE 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
	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		Accumulated Deficit			Non-Controlling Interest		Total Stockholders’ Equity and Member's Equity
April 1, 2023	$	13,182			—	$	—		—	$	—		—	$	—		—	$	—	$	(182.00	)	$	—		$	—	$	—		$	2,213	$	15,213
Distributions		(12,233	)		—		—		—		—		—		—		—		—		—			—			—		—			—		(12,233	)
Stock compensation prior to transaction		—			—		—		—		—		—		—		—		—		—			—			—		—			190		190
Foreign currency translation		—			—		—		—		—		—		—		—		—		(21	)		—			—		—			—		(21	)
Net income (loss) prior to transaction		6,616			—		—		—		—		—		—		—		—		—			—			—		—			77		6,693
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	)		—		(5,806	)		9,866		(3,504	)
Establishment of TRA		—			—		—		—		—		—		—		—		—		—			—			—		(754	)		—		(754	)
Shares issued in connection with the PIPE Financing		—			4,300,000		—		—		—		—		—		—		—		—			(5,609	)		13,889		—			—		8,280
Post transaction stock compensation expense related to shares issued to founder		—			—		—		500,000		—		—		—		—		—		—			—			1,615		—			—		1,615
Net (loss) after transaction-attributable to Bitcoin Depot Inc.		—			—		—		—		—		—		—		—		—		—