10-Q

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

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, 2023

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

For the transition period from

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.

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 15, 2023, the registrant had 12,358,691 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.

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:

•

risks relating to the uncertainty of the projected financial information with respect to the Company;

•

failure to realize the anticipated benefits of the Merger;

•

the ability to maintain the listing of the Class A common stock and 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)


	June 30, 2023 (unaudited)			December 31, 2022
Assets
Current:
Cash and cash equivalents	$	27,415		$	37,540
Cryptocurrencies		811			540
Accounts receivable, net		1,133			263
Prepaid expenses and other current assets		3,336			2,015

Total current assets		32,695			40,358
Property and equipment:
Furniture and fixtures		618			618
Leasehold improvements		172			172
Kiosk machines - owned		14,932			15,234
Kiosk machines - leased		33,355			36,591
Vehicles		35			17

Total property and equipment		49,112			52,632
Less: accumulated depreciation		(18,244	)		(13,976	)

Total property and equipment, net		30,868			38,656
Intangible assets, net		4,600			5,351
Goodwill		8,717			8,717
Operating lease right-of-use assets, net		253			302
Security deposits		17			17
Deferred tax asset		822			—

		14,409			14,387

Total assets	$	77,972		$	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)


	June 30, 2023 (unaudited)			December 31, 2022
Liabilities and Stockholders’ Equity and Member’s Equity
Current:
Accounts payable	$	10,852		$	8,119
Accrued expenses		24,127			11,309
Note payable		1,868			8,050
Income taxes p ayable		677			647
Deferred revenue		23			19
Operating lease liabilities, current portion		232			228
Current installments of obligations under finance leases		13,125			18,437
Derivative liabilities		6			—
Other t ax p ayable		795			—

Total current liabilities	$	51,705		$	46,809
Long-term liabilities
Note payable, non-current		16,144			29,522
Operating lease liabilities, non-current		162			247
Obligations under finance leases, non-current		4,037			6,140
Deferred income tax, net		390			1,239
Tax receivable agreement liability		754			—

Total long-term liabilities	$	21,487		$	37,148

Total Liabilities	$	73,192		$	83,957

Commitments and Contingencies (Note 22)
Stockholders’ Equity and Member’s Equity
Series A P referred S tock, $0.0001 par value; 50,000,000 authorized, 4,300,000 shares issued and outstanding , at June 30, 2023		—			—
Class A common stock, $0.0001 par value; 800,000,000 authorized, 12,358,691 shares issued and outstanding at June 30, 2023		1			—
Class B common stock, $0.0001 par value; 20,000,000 authorized, no shares issued and outstanding at June 30, 2023		—			—
Class E common stock, $0.0001 par value; 2,250,000 authorized, 1,075,761 shares issued and outstanding at June 30, 2023		—			—
Class M common stock, $0.0001 par value; 300,000,000 authorized, no shares issued and outstanding at June 30, 2023		—			—
Class O common stock, $0.0001 par value; 800,000,000 authorized, no shares issued and outstanding at June 30, 2023		—			—
Class V common stock, $0.0001 par value; 300,000,000 authorized, 44,100,000 shares issued and outstanding at June 30, 2023		4			—
Stock subscriptions receivable		(5,613	)		—
Additional paid-in capital		15,504			—
Retained earnings (accumulated deficit)		(17,259	)		—
Equity attributed to Legacy Bitcoin Depot		—			7,396
Accumulated other comprehensive loss		(203	)		(182	)

Total Stockholders’ Equity and Equity Attributable to Legacy Bitcoin Depot	$	(7,566	)	$	7,214

Equity attributable to non-controlling interests		12,346			2,230

Total Stockholders’ Equity and Member’s Equity	$	4,780		$	9,444

Total Liabilities and Stockholders’ Equity and Member’s Equity	$	77,972		$	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 June 30,						Six Months Ended June 30,
	2023			2022			2023			2022

Revenue	$	197,474		$	167,867		$	361,077		$	322,391
Cost of revenue (excluding depreciation and amortization)		167,242			149,213			308,543			290,482
Operating expenses:
Selling, general, and administrative		16,168			7,241			27,003			14,930
Depreciation and amortization		3,499			4,802			6,295			9,602

Total operating expenses	$	19,667		$	12,043		$	33,298		$	24,532

Income from operations	$	10,565		$	6,611		$	19,236		$	7,377

Other (expense ) income:
Interest expense		(4,404	)		(2,947	)		(7,351	)		(6,044	)
Other (expense) income		(10,797	)		(90	)		(10,913	)		12
(Loss) gain on foreign currency transactions		(62	)		643			(211	)		(189	)

Total other (expense) income	$	(15,263	)	$	(2,394	)	$	(18,475	)	$	(6,221	)

Income (loss) before provision for income taxes and non-controlling interest		(4,698	)		4,217			761			1,156
Income tax (expense) benefit		692			(80	)		1,314			(392	)

Net (loss) incom e	$	(4,006	)	$	4,137		$	2,075		$	764

Net income attributable to Legacy Bitcoin Depot unit holders		6,616			4,183			12,906			871
Net income (loss) attributable to non-controlling interest in subsidiary		77			46			(132	)		107

Net (loss) income attributable to Bitcoin Depot Inc.	$	(10,699	)	$	—		$	(10,699	)	$	—

Other comprehensive income (loss), net of tax
Net (loss) income	$	(4,006	)	$	4,137		$	2,075		$	764
Foreign currency translation adjustments		(21	)		(222	)		(21	)		(234	)

Total comprehensive (loss) income	$	(4,027	)	$	3,915		$	2,054		$	530

Comprehensive income attributable to Legacy Bitcoin Depot unit holders		6,595			3,961			12,885			637
Comprehensive income (loss) attributable to non-controlling interest in subsidiary		77			46			(132	)		107

Comprehensive (loss) income attributable to Bitcoin Depot Inc.	$	(10,699	)	$	—		$	(10,699	)	$	—

Net (loss) income attributable to Bitcoin Depot Inc.	$	(10,699	)				$	(10,699	)
(Loss) earnings per share basic and diluted	$	(0.64	)				$	(0.64	)
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 SIX MONTHS ENDED JUNE 30, 2023

(UNAUDITED)

(in thousands, except share and per share amounts)


	Equity Attributed to Legacy Bitcoin Depot			Series A Preferred Stock				Class A Common Stock				Class V Common Stock				Class E Common Stock				Accumulated Other Comprehensive (Loss)			Non-Controlling Interest			Stock Subscriptions Receivable			Additional Paid-In Capital		Accumulated Deficit			Total Stockholders’ Equity and Member’s Equity
	Equity Attributed to Legacy Bitcoin Depot			Shares		Amount		Shares		Amount		Shares		Amount		Shares		Amount		Accumulated Other Comprehensive (Loss)			Non-Controlling Interest			Stock Subscriptions Receivable			Additional Paid-In Capital		Accumulated Deficit			Total Stockholders’ Equity and Member’s Equity
April 1, 2023		13,182			—		—		—		—		—		—		—		—		(182	)		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		44,100,000		4		1,075,761		—		—			9,866			(4	)		—		(5,806	)		(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 Income (loss) after transaction-attributable to Bitcoin Depot Inc.		—			—		—		—		—		—		—		—		—		—			—			—			—		(10,699	)		(10,699	)

June 30, 2023		—			4,300,000		—		12,358,691		1		44,100,000		4		1,075,761		—		(203	)		12,346			(5,613	)		15,504		(17,259	)		4,780

January 1, 2023		7,396			—		—		—		—		—		—		—		—		(182	)		2,230			—			—		—			9,444
Distributions		(12,737	)		—		—		—		—		—		—		—		—		—			—			—			—		—			(12,737	)
Stock compensation prior to transaction		—			—		—		—		—		—		—		—		—		—			382			—			—		—			382
Foreign currency translation		—			—		—		—		—		—		—		—		—		(21	)		—			—			—		—			(21	)
Net income (loss) prior to transaction		12,906			—		—		—		—		—		—		—		—		—			(132	)		—			—		—			12,774
Recapitalization of Legacy Bitcoin Depot equity and establishment of non-controlling interest		(7,565	)		—		—		11,858,691		1		44,100,000		4		1,075,761		—		—			9,866			(4	)		—		(5,806	)		(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 Income (loss) after transaction-attributable to Bitcoin Depot Inc.		—			—		—		—		—		—		—		—		—		—			—			—			—		(10,699	)		(10,699	)

June 30, 2023		—			4,300,000		—		12,358,691		1		44,100,000		4		1,075,761		—		(203	)		12,346			(5,613	)		15,504		(17,259	)		4,780

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

-4-

BITCOIN DEPOT INC.

CONSOLIDATED STATEMENTS OF CHANGES IN MEMBER’S EQUITY

THREE AND SIX MONTHS ENDED JUNE 30, 2022

(UNAUDITED)

(

n 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




April 1, 2022	$	8,115		$	(84	)	$	8,031		$	1,675		$	9,706
Distributions		(3,545	)		—			(3,545	)		—			(3,545	)
Stock compensation		—			—			—			303			303
Foreign currency translation		—			(222	)		(222	)		—			(222	)
Net income ( l oss)		4,183			—			4,183			(46	)		4,137

Balance at June 30, 2022		8,753			(306	)		8,447			1,932			10,379

Balance at January 1, 2022		17.616			(72	)		17,544			1,432			18,976
Distributions		(9,734	)		—			(9,734	)		—			(9,734	)
Stock compensation		—			—			—			607			607
Foreign currency translation		—			(234	)		(234	)		—			(234	)
Net income ( l oss)		871			—			871			(107	)		764

Balance at June 30, 2022	$	8,753		$	(306	)	$	8,447		$	1,932		$	10,379

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

-5-

BITCOIN DEPOT INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

(in thousands, except share and per share amounts)


	Six Months Ended June 30,
	2023			2022
Cash flows from Operating Activities:
Net Income	$	2,075		$	764
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Amortization of deferred financing costs		515			301
Adjustment to contingent earnout liability		142			—
Depreciation and amortization		6,295			9,602
Expense associated with Series A Preferred Share PIPE Issuance		9,213			—
Non-cash stock compensation		1,997			607
Purchase of services in cryptocurrencies		432			2,376
Deferred taxes		(867	)		(338	)
Realized gain on cryptocurrencies		—			(989	)
Loss on lease m odification		1,201			—
Loss on disposal of property and equipment		255			—
Reduction in carrying amount of right-of-use assets		49			38
Cryptocurrency received as payment		(288	)		(2,258	)
Change in operating assets and liabilities:
Accounts receivable, net		(870	)		(25	)
Income tax receivable		—			27
Cryptocurrencies		(438	)		2,278
Prepaid expenses and other current assets		(978	)		11
Accounts payable		(125	)		(3,307	)
Accrued expenses		8,331			1,324
Income taxes payable		(268	)		688
Derivative liabilities		6			—
Deferred revenue		4			91
Operating lease liabilities		(82	)		(68	)

Net Cash Flows From (Used In) Operations	$	26,599		$	11,122
Cash flows from Investing Activities:
Acquisition of property and equipment		(18	)		(700	)

Net Cash Flows From (Used In) Investing Activities	$	(18	)	$	(700	)
Cash flows from Financing Activities:
Net proceeds from Merger		3,343			—
PIPE commitment fee paid at closing		(583	)		—
Proceeds from issuance of note payable		—			5,000
Principal payments on note payable		(18,926	)		(1,600	)
Principal payments finance lease		(6,701	)		(8,376	)
Payment for deferred financing costs		(1,149	)		(209	)
Distributions		(12,711	)		(5,167	)

Net Cash Flows From (Used In) Financing Activities	$	(36,727	)	$	(10,352	)
Effect of exchange rate changed on cash and cash equivalents		21			(234	)

Net change in cash	$	(10,125	)	$	(164	)
Cash and cash equivalents - beginning of period		37,540			38,028

Cash and cash equivalents - end of period	$	27,415		$	37,864

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

-6-

BITCOIN DEPOT INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

(in thousands, except share and per share amounts)


	Six Months Ended June 30,
	2023		2022
Supplemental disclosures of cash flow information:
Cash paid during the six months ended June 30 for:


Interest	$	7,036


		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		48
Item 3.	Quantitative and Qualitative Disclosures About Market Risk		66
Item 4.	Controls and Procedures		68

PART II - OTHER INFORMATION			69
Item 1.	Legal Proceedings		69
Item 1A.	Risk Factors		69
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds		118
Item 3.	Defaults upon Senior Securities		118
Item 4.	Mine Safety Disclosures		118
Item 5.	Other Information		118
Item 6.	Exhibits and Financial Statement Schedules		119

SIGNATURES			121

Large accelerated filer

Accelerated filer

Non-accelerated
filer

Smaller reporting company

Emerging growth company