Cover Page
Cover Page - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2023 | Apr. 09, 2024 | Jun. 30, 2023 | |
Document Information [Line Items] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2023 | ||
Document Fiscal Year Focus | 2023 | ||
Document Fiscal Period Focus | FY | ||
Entity Registrant Name | Bitcoin Depot Inc. | ||
Entity Central Index Key | 0001901799 | ||
Current Fiscal Year End Date | --12-31 | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Shell Company | false | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | true | ||
Entity Ex Transition Period | false | ||
Entity Interactive Data Current | Yes | ||
Document Financial Statement Error Correction [Flag] | false | ||
Entity File Number | 001-41305 | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 87-3219029 | ||
Entity Address, Address Line One | 3343 Peachtree Road NE, Suite 750 | ||
Entity Address, City or Town | Atlanta | ||
Entity Address, State or Province | GA | ||
Entity Address, Postal Zip Code | 30326 | ||
City Area Code | 687 | ||
Local Phone Number | 435-9604 | ||
Title of 12(b) Security | Class A common stock, par value $0.0001 per share | ||
Trading Symbol | BTM | ||
Security Exchange Name | NASDAQ | ||
Entity Public Float | $ 200 | ||
Auditor Name | KPMG LLP | ||
Auditor Firm ID | 185 | ||
Auditor Location | Atlanta, GA | ||
Warrants, each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50 per share | |||
Document Information [Line Items] | |||
Title of 12(b) Security | Warrants, each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50 per share | ||
Trading Symbol | BTMWW | ||
Security Exchange Name | NASDAQ | ||
Common Class A [Member] | |||
Document Information [Line Items] | |||
Entity Common Stock, Shares Outstanding | 14,438,879 | ||
Series A Preferred Stock [Member] | |||
Document Information [Line Items] | |||
Entity Common Stock, Shares Outstanding | 3,075,000 | ||
Common Class B [Member] | |||
Document Information [Line Items] | |||
Entity Common Stock, Shares Outstanding | 0 | ||
Class E Common Stock [Member] | |||
Document Information [Line Items] | |||
Entity Common Stock, Shares Outstanding | 1,075,761 | ||
Class M Common Stock [Member] | |||
Document Information [Line Items] | |||
Entity Common Stock, Shares Outstanding | 0 | ||
Class O Common Stock [Member] | |||
Document Information [Line Items] | |||
Entity Common Stock, Shares Outstanding | 0 | ||
Class V Common Stock [Member] | |||
Document Information [Line Items] | |||
Entity Common Stock, Shares Outstanding | 44,100,000 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Current: | ||
Cash and cash equivalents | $ 29,759,000 | $ 37,540,000 |
Cryptocurrencies | 712,000 | 540,000 |
Accounts receivable | 245,000 | 263,000 |
Prepaid expenses and other current assets | 6,554,000 | 2,015,000 |
Total current assets | 37,270,000 | 40,358,000 |
Property and equipment: | ||
Furniture and fixtures | 635,000 | 618,000 |
Leasehold improvements | 172,000 | 172,000 |
Kiosk machines - owned | 24,222,000 | 15,234,000 |
Kiosk machines - leased | 20,524,000 | 36,591,000 |
Vehicles | 17,000 | |
Total property and equipment | 45,553,000 | 52,632,000 |
Less: accumulated depreciation | (20,699,000) | (13,976,000) |
Total property and equipment, net | 24,854,000 | 38,656,000 |
Intangible assets, net | 3,836,000 | 5,351,000 |
Goodwill | 8,717,000 | 8,717,000 |
Operating lease right-of-use assets, net | 484,000 | 302,000 |
Deposits | 412,000 | 17,000 |
Deferred tax assets | 1,804,000 | 0 |
Total assets | 77,377,000 | 93,401,000 |
Current: | ||
Accounts payable | 8,337,000 | 8,119,000 |
Accrued expenses and other current liabilities | 21,545,000 | 11,309,000 |
Notes payable | 3,985,000 | 8,050,000 |
Income taxes payable | 2,484,000 | 647,000 |
Deferred revenue | 297,000 | 19,000 |
Operating lease liabilities, current portion | 279,000 | 228,000 |
Current installments of obligations under finance leases | 6,801,000 | 18,437,000 |
Other non-income tax payable | 2,297,000 | 0 |
Total current liabilities | 46,025,000 | 46,809,000 |
Long-term liabilities | ||
Notes payable, non-current | 17,101,000 | 29,522,000 |
Operating lease liabilities, non-current | 319,000 | 247,000 |
Obligations under finance leases, non-current | 2,848,000 | 6,140,000 |
Deferred income tax, net | 846,000 | 1,239,000 |
Tax receivable agreement liability due to related party | 865,000 | 0 |
Total Liabilities | 68,004,000 | 83,957,000 |
Commitments and Contingencies (Note 24) | ||
Stockholders' Equity and Member's Equity | ||
Treasury stock | (279,000) | 0 |
Additional paid-in capital | 17,326,000 | 0 |
Accumulated deficit | (32,663,000) | 0 |
Equity attributed to Legacy Bitcoin Depot | 0 | 7,396,000 |
Accumulated other comprehensive loss | (203,000) | (182,000) |
Total Stockholders' (Deficit) Equity and Equity Attributable to Legacy Bitcoin Depot | (15,814,000) | 7,214,000 |
Non-controlling interest | ||
Equity attributable to non-controlling interests | 25,187,000 | 2,230,000 |
Total Stockholders' Equity and Member's Equity | 9,373,000 | 9,444,000 |
Total Liabilities and Stockholders' Equity and Member's Equity | 77,377,000 | 93,401,000 |
Series A Preferred Stock [Member] | ||
Stockholders' Equity and Member's Equity | ||
Series A Preferred Stock, $0.0001 par value; 50,000,000 authorized, 3,125,000 shares issued and outstanding, at December 31, 2023 | 0 | 0 |
Common Class A [Member] | ||
Stockholders' Equity and Member's Equity | ||
Common stock | 1,000 | 0 |
Class E Common Stock [Member] | ||
Stockholders' Equity and Member's Equity | ||
Common stock | 0 | 0 |
Common Class B [Member] | ||
Stockholders' Equity and Member's Equity | ||
Common stock | 0 | 0 |
Common Class M [Member] | ||
Stockholders' Equity and Member's Equity | ||
Common stock | 0 | 0 |
Common Class O [Member] | ||
Stockholders' Equity and Member's Equity | ||
Common stock | 0 | 0 |
Common Class V [Member] | ||
Stockholders' Equity and Member's Equity | ||
Common stock | $ 4,000 | $ 0 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) | Dec. 31, 2023 $ / shares shares |
Series A Preferred Stock [Member] | |
Preferred stock, par or stated value per share | $ / shares | $ 0.0001 |
Preferred stock, shares authorized | 50,000,000 |
Preferred stock, shares issued | 3,125,000 |
Preferred stock, shares outstanding | 3,125,000 |
Common Class A [Member] | |
Common stock, par or stated value per share | $ / shares | $ 0.0001 |
Common stock, shares authorized | 800,000,000 |
Common stock, shares, issued | 13,602,691 |
Common stock, shares outstanding | 13,482,047 |
Class E Common Stock [Member] | |
Common stock, par or stated value per share | $ / shares | $ 0.0001 |
Common stock, shares authorized | 2,250,000 |
Common stock, shares, issued | 1,075,761 |
Common stock, shares outstanding | 1,075,761 |
Common Class B [Member] | |
Common stock, par or stated value per share | $ / shares | $ 0.0001 |
Common stock, shares authorized | 20,000,000 |
Common stock, shares, issued | 0 |
Common stock, shares outstanding | 0 |
Common Class M [Member] | |
Common stock, par or stated value per share | $ / shares | $ 0.0001 |
Common stock, shares authorized | 300,000,000 |
Common stock, shares, issued | 0 |
Common stock, shares outstanding | 0 |
Common Class O [Member] | |
Common stock, par or stated value per share | $ / shares | $ 0.0001 |
Common stock, shares authorized | 800,000,000 |
Common stock, shares, issued | 0 |
Common stock, shares outstanding | 0 |
Common Class V [Member] | |
Common stock, par or stated value per share | $ / shares | $ 0.0001 |
Common stock, shares authorized | 300,000,000 |
Common stock, shares, issued | 44,100,000 |
Common stock, shares outstanding | 44,100,000 |
Consolidated Statements Of Inco
Consolidated Statements Of Income (Loss) And Comprehensive Income (Loss) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Income Statement [Abstract] | ||
Revenue | $ 688,967 | $ 646,830 |
Cost of revenue (excluding depreciation and amortization) | 587,938 | 574,535 |
Operating expenses: | ||
Selling, general, and administrative | 57,770 | 36,991 |
Depreciation and amortization | 12,788 | 18,783 |
Total operating expenses | 70,558 | 55,774 |
Income from operations | 30,471 | 16,521 |
Other (expense) income: | ||
Interest (expense) | (11,926) | (12,318) |
Other (expense) income | (16,737) | 118 |
Loss on foreign currency transactions | (289) | (380) |
Total other (expense) | (28,952) | (12,580) |
Income before provision for income taxes and non-controlling interest | 1,519 | 3,941 |
Income tax expense | (49) | (395) |
Net income | 1,470 | 3,546 |
Net income attributable to Legacy Bitcoin Depot unit holders | 12,906 | 3,980 |
Net income (loss) attributable to non-controlling interest | 14,666 | (434) |
Net income (loss) post the Merger | (26,102) | 0 |
Net (loss) income after transaction | 1,470 | 3,546 |
Foreign currency translation adjustments | (4) | (110) |
Total comprehensive income | 1,466 | 3,436 |
Comprehensive income attributable to Legacy Bitcoin Depot unit holders | 12,885 | 3,870 |
Comprehensive income (loss) attributable to non-controlling interest | 14,683 | (434) |
Comprehensive loss attributable to Bitcoin Depot Inc. | $ (26,102) | $ 0 |
Loss earnings share basic | $ (1.57) | |
Loss earnings share diluted | $ (1.57) | |
Weighted average shares: | ||
Weighted average shares Basic | 16,675,529 | |
Weighted average shares diluted | 16,675,529 |
Consolidated Statement Of Chang
Consolidated Statement Of Changes In Stockholders' Equity And Member's Equity - USD ($) | Total | Equity Attributed to Legacy Bitcoin Depot [Member] | Treasury Stock [Member] | Stock Subscriptions Receivable [Member] | Additional Paid-in Capital [Member] | Accumulated Other Comprehensive Loss [Member] | Accumulated Deficit [Member] | Non-controlling Interest [Member] | Total Equity Attributed to Legacy Bitcoin Depot [Member] | Series A Preferred Stock [Member] Preferred Stock [Member] | Series A Preferred Stock [Member] Preferred Stock [Member] PIPE And ESA Agreement [Member] | Common Class A [Member] Common Stock [Member] | Class V Common Stock [Member] Common Stock [Member] | Class E Common Stock [Member] Common Stock [Member] |
Beginning Balance at Dec. 31, 2021 | $ 18,977,000 | $ 17,615,000 | $ (72,000) | $ 1,434,000 | $ 17,543,000 | |||||||||
Contributions | 1,778,000 | 1,778,000 | 1,778,000 | |||||||||||
Distributions | (15,977,000) | (15,977,000) | (15,977,000) | |||||||||||
Share-based compensation expense | 1,230,000 | 1,230,000 | ||||||||||||
Foreign currency translation | (110,000) | (110,000) | (110,000) | |||||||||||
Net income (loss) | 3,546,000 | 3,980,000 | (434,000) | 3,980,000 | ||||||||||
Ending Balance at Dec. 31, 2022 | 9,444,000 | $ 7,396,000 | (182,000) | 2,230,000 | 7,214,000 | |||||||||
Ending Balance (Shares) at Dec. 31, 2022 | 7,396 | |||||||||||||
Treasury shares | 0 | |||||||||||||
Distributions | (15,031,000) | $ (12,737,000) | (2,294,000) | (12,737,000) | ||||||||||
Foreign currency translation | (4,000) | (21,000) | 17,000 | (21,000) | ||||||||||
Net income (loss) prior to Merger | 12,906,000 | 12,906,000 | 12,906,000 | |||||||||||
Recapitalization of Legacy Bitcoin Depot equity and establishment of non-controlling interest | (3,505,000) | $ (7,565,000) | $ (4,000) | $ (5,807,000) | 9,866,000 | (13,371,000) | $ 1,000 | $ 4,000 | ||||||
Recapitalization of Legacy Bitcoin Depot equity and establishment of non-controlling interest, Shares | $ 11,858,691 | 44,100,000 | $ 1,075,761 | |||||||||||
Establishment of TRA | (754,000) | (754,000) | (754,000) | |||||||||||
Shares issued in connection with the PIPE Financing | 8,280,000 | (5,609,000) | $ 13,889,000 | 8,280,000 | ||||||||||
Shares issued in connection with the PIPE Financing, Shares | 4,300,000 | |||||||||||||
Settlement of stock subscription receivable | 5,613,000 | $ 5,613,000 | 5,613,000 | |||||||||||
Share-based compensation expense | 2,524,000 | 1,822,000 | 702,000 | 1,822,000 | ||||||||||
Treasury shares | 120,644 | (120,644) | ||||||||||||
Stock compensation expense related to shares issued to founder | 1,615,000 | 1,615,000 | 1,615,000 | |||||||||||
Stock compensation expense related to shares issued to founder Shares | 500,000 | |||||||||||||
Conversion from Series A preferred stock to class A common stock Shares | (1,175,000) | 1,175,000 | ||||||||||||
Shares issued for vested RSU awards | 69,000 | |||||||||||||
Net Income (loss) attributable to Bitcoin Depot Inc. | (11,436,000) | (26,102,000) | 14,666,000 | (26,102,000) | ||||||||||
Net income (loss) | 1,470,000 | |||||||||||||
Ending Balance at Dec. 31, 2023 | 9,373,000 | $ (279,000) | $ 17,326,000 | $ (203,000) | $ (32,663,000) | $ 25,187,000 | (15,814,000) | $ 1,000 | $ 4,000 | |||||
Ending Balance (Shares) at Dec. 31, 2023 | 120,644 | 3,125,000 | 13,482,047 | 44,100,000 | 1,075,761 | |||||||||
Treasury shares | $ (279,000) | $ (279,000) | $ (279,000) |
Consolidated Statements Of Cash
Consolidated Statements Of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Cash flows from Operating Activities: | ||
Net Income | $ 1,470 | $ 3,546 |
Adjustments to reconcile net income to net cash (used in) operating activities: | ||
Amortization of deferred financing costs | 1,567 | 611 |
Accretion to contingent earn-out liability | 159 | 962 |
Depreciation and amortization | 12,788 | 18,783 |
Loss on Series A Preferred Share PIPE Issuance | 14,472 | |
Non-cash stock compensation | 4,139 | 1,230 |
Purchase of services in cryptocurrencies | 1,151 | 3,679 |
Deferred taxes | (1,392) | (252) |
Loss on finance lease modification | 1,705 | |
Loss on disposal of property and equipment | 273 | |
Reduction in carrying amount of right-of-use assets | 151 | 81 |
Cryptocurrency received as payment | (1,450) | (3,244) |
Other | 1,060 | |
Change in operating assets and liabilities, net of effects of Merger: | ||
Deposits | (412) | |
Accounts receivable | 59 | (171) |
Cryptocurrencies | 105 | 2,796 |
Prepaid expenses and other current assets | (1,113) | 567 |
Accounts payable | (2,238) | (1,907) |
Accrued expenses and other current liabilities | 5,388 | 4,049 |
Income taxes payable | 1,538 | 647 |
Other taxes payable | 1,502 | |
Tax receivable agreement liability | 111 | |
Deferred revenue | 278 | 19 |
Operating leases, net | (211) | (141) |
Net Cash Flows Provided by Operations | 41,100 | 31,255 |
Cash flows from Investing Activities: | ||
Acquisition of property and equipment | (22) | (1,110) |
Contingent consideration payment | (2,000) | |
Net Cash Flows Used In Investing Activities | (22) | (3,110) |
Cash flows from Financing Activities: | ||
Net Proceeds from Merger | 3,343 | |
PIPE commitment fees paid | (933) | |
Contingent consideration payment | (2,000) | |
Proceeds from stock subscription receivable | 4 | |
Proceeds from issuance of notes payable | 1,269 | 5,000 |
Principal payments on notes payable | (20,101) | (4,531) |
Principal payments on short-term financing arrangement | (342) | |
Principal payments finance lease | (14,005) | (17,106) |
Payment of deferred financing costs | (1,149) | (210) |
Purchase of treasury stock | (279) | |
Distributions | (15,007) | (11,353) |
Net Cash Flows Used In Financing Activities | (48,858) | (28,542) |
Effect of exchange rate changed on cash and cash equivalents | (1) | (91) |
Net change in cash and cash equivalents | (7,781) | (488) |
Cash and cash equivalents - beginning of period | 37,540 | 38,028 |
Cash and cash equivalents - end of period | 29,759 | 37,540 |
Cash paid during the year ended December 31 for: | ||
Interest | 10,116 | 10,840 |
Income taxes | $ 371 | $ 117 |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Pay vs Performance Disclosure | ||
Net Income (Loss) | $ (26,102) | $ 0 |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Dec. 31, 2023 | |
Trading Arrangements, by Individual | |
Rule 10b5-1 Arrangement Adopted | true |
Organization and Background
Organization and Background | 12 Months Ended |
Dec. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Background | (1) Organization and Background (a) Organization Lux Vending, LLC (dba Bitcoin Depot) (“Legacy Bitcoin Depot”) was formed on June 7, 2016. Pursuant to a transaction with GSR II Meteora Acquisition Corp. (“GSRM”), a Delaware corporation formed on October 14, 2021, Legacy Bitcoin Depot merged with and into GSRM and GSRM was renamed Bitcoin Depot Inc. (“Bitcoin Depot”, or the “Company”) (see Note 2(a)). Bitcoin Depot owns and operates a network of cryptocurrency kiosks (“BTMs”) across North America where customers can buy and sell cryptocurrencies. In addition to the BTM network, Bitcoin Depot also sells cryptocurrency to consumers at a network of retail locations through its BDCheckout product offering and through its website via over-the-counter (“OTC”) trade. The BDCheckout offering allows users similar functionality to the BTM kiosks, enabling users to load cash into their accounts at the checkout counter at retailer locations, and use those funds to purchase cryptocurrency. The Company’s website allows users to initiate and complete OTC trades for cryptocurrency. Bitcoin Depot also offers a software solution to other BTM operators through its controlled subsidiary, BitAccess Inc ("BitAccess"). (b) Background Several factors affect the price of cryptocurrencies, including but not limited to: (a) global supply and demand; (b) investors’ expectations with respect to the rate of inflation; (c) interest rates; (d) currency exchange rates, including the rates at which cryptocurrencies may be exchanged for fiat currencies; (e) fiat currency withdrawal and deposit policies of electronic market places where traders may buy and sell cryptocurrencies based on bid-ask trading activity with the various exchanges and the liquidity of those exchanges; (f) interruptions in service from or failures of major cryptocurrency exchanges; (g) investment and trading activities of large investors, including private and registered funds, that may directly or indirectly invest in cryptocurrencies; (h) monetary policies of governments, trade restrictions, currency devaluations and revaluations; (i) regulatory measures, if any, that restrict the use of cryptocurrencies as a form of payment; (j) the maintenance and development of the open-source protocol governing the cryptocurrency’s network; (k) global or regional political, economic or financial events and situations; and (l) expectations among market participants that the value of a cryptocurrency will soon change; (m) the reduction in mining rewards of Bitcoin, including block reward halving events, which are events that occur after a specific period of time and reduces the block reward earned by miners. Global supply for a particular cryptocurrency is determined by the asset’s network source code, which sets the rate at which assets may be awarded to network participants. Global demand for cryptocurrencies is influenced by such factors as the increase in acceptance by retail merchants and commercial businesses of a cryptocurrency as a payment alternative, the security of online exchanges and digital wallets, the perception that the use of cryptocurrencies is safe and secure, and the lack of regulatory restrictions on their use. Additionally, there is no assurance that any cryptocurrency will maintain its long-term value in terms of purchasing power. Any of these events could have a material adverse effect on the Company’s financial position and the results of its operations. (c) Liquidity As of December 31, 2023, the Company had current assets of $ 37.3 million , including cash and cash equivalents of $ 29.8 million , current liabilities of $ 46.0 million , total stockholders’ equity and member's equity of $ 9.4 million and an accumulated deficit of $ 32.7 million . For the year ended December 31, 2023, the Company recognized net income of $ 1.5 million and generated cash flows from operations of $ 41.1 million . The Company expects its existing cash and cash equivalents, together with cash provided by operations, to be sufficient to fund its operations for a period of 12 months from the date that these consolidated financial statements are issued. (d) Risks and Uncertainties The operations of Bitcoin Depot are subject to various regulatory challenges and uncertainties. The Company's ability to operate and expand its cryptocurrency kiosk services in compliance with applicable laws and regulations is a significant risk factor that may impact its financial performance and overall business prospects. The regulatory landscape surrounding cryptocurrencies, including the operation of crypto kiosks, is rapidly evolving and can vary significantly from one jurisdiction to another. The impacts of heightened regulatory oversight is not yet known. For example, recent legislation in California regulates digital financial asset transaction kiosks (“crypto kiosks”) by imposing the following: limiting to $ 1,000 per day the amount of funds the kiosk operator can accept from or dispense at its crypto kiosks; limiting the direct and indirect charges an operator may collect from a customer for a single transaction to the greater of $ 5 or 15 % of the dollar equivalent of the digital assets involved in the transaction; (iii) requiring that specific information (including the amount of fees, expenses and charges, as well as any spread between the dollar price of the digital asset charged to the customer and the dollar price for that asset listed by a digital asset exchange) be disclosed both prior to a transaction and on transaction receipts printed by crypto kiosks following the transaction; and (iv) requiring operators to provide the California Department of Financial Protection and Innovation with a list of all locations of the crypto kiosks that the operator owns, operates or manages in California. Other state agencies may propose and adopt new regulations (or interpret existing regulations) in ways that could result in significant adverse changes in the regulatory landscape for cryptocurrencies, regardless of whether these or other new laws are adopted. The Company's financial performance and ability to achieve its business objectives may be significantly impacted by the outcome of ongoing regulatory discussions and potential changes in the regulatory framework governing cryptocurrencies in California and in other states that have passed, or may pass, similar legislation. These uncertainties may result in increased compliance costs, operational restrictions, or limitations on the Company's ability to expand its services or enter new markets. Compliance with current and proposed legislation that has not yet been published may be more challenging than expected. In addition, the Company's ability to obtain and maintain the necessary licenses, permits, and approvals from state regulatory authorities is subject to various factors beyond its control, including changes in laws, regulations, or interpretations thereof. Failure to comply with these requirements may result in penalties, fines, or even the suspension or termination of the Company's operations in the state. |
Basis of Presentation Summary o
Basis of Presentation Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Basis of Presentation Summary of Significant Accounting Policies | (2) Basis of Presentation Summary of Significant Accounting Policies (a) Basis of Presentation Reverse Recapitalization GSR II Meteora Acquisition Corp. (“GSRM”) was a blank check company incorporated as a Delaware corporation on October 14, 2021, for the purpose of effecting a merger or similar business combination with one or more businesses. On March 1, 2022, GSRM consummated its Initial Public Offering (“IPO”). On August 24, 2022, GSRM entered into a Transaction Agreement, as subsequently amended (the “Transaction Agreement”), by and among GSRM, GSR II Meteora Sponsor LLC (the “Sponsor”), Lux Vending, LLC (dba Bitcoin Depot), and BT Assets, Inc. (“BT Assets”). Prior to the events contemplated in the Transaction Agreement (collectively, the "Merger"), BT Assets was the sole owner and member in Legacy Bitcoin Depot (the "Member"). On June 30, 2023 (the “Closing Date”), Legacy Bitcoin Depot merged with and into Bitcoin Depot Operating, LLC (“BT OpCo”), with BT OpCo surviving the Merger as the post-transaction operating company owned solely by a newly formed entity, BT HoldCo, LLC (“BT HoldCo”) with common units (the “BT HoldCo Common Units”), preferred units (the “BT HoldCo Preferred Units”) and earnout units (the “BT HoldCo Earnout Units”) outstanding and issued to BT Assets. In connection with the Merger, GSRM changed its name to Bitcoin Depot Inc., purchased BT HoldCo Common Units owned by BT Assets and was issued BT HoldCo Earnout Units and warrants issued by BT HoldCo to the Company to purchase a number of BT HoldCo Common Units equal to the number of shares of Class A common stock that may be purchased upon the exercise in full of all Warrants outstanding immediately after the Closing Date (“BT HoldCo Matching Warrants”). The former owners of Legacy Bitcoin Depot (i.e., BT Assets and the owners thereof) were issued 44,100,000 non-economic, super voting shares of Class V common stock in Bitcoin Depot. The Class V common stock held by BT Assets corresponds to units held by BT Assets in BT HoldCo and represents non-controlling interests in the Company, as described in Note 11. Following the Closing Date, the Company is organized under an “Up-C” structure in which the business of the Company is operated by BT HoldCo and its subsidiaries, and Bitcoin Depot’s only material direct asset consists of equity interests in BT HoldCo. At June 30, 2023, the Company had issued and outstanding 12,358,691 common units, 4,300,000 Series A Preferred Units and 43,848,750 warrants in BT HoldCo. Also at June 30, 2023, BT Assets owned 41,200,000 common units, 2,900,000 Founder Preferred Units, 5,000,000 Class 1 Earnout Units, 5,000,000 Class 2 Earnout Units and 5,000,000 Class 3 Earnout Units in BT HoldCo. On the Closing Date, the Company also issued 4,300,000 shares of Series A Convertible Preferred Stock of the Company (the “Series A Preferred Stock”) in connection with the private placement (“PIPE Financing”) discussed in Note 4, and 12,358,691 shares of Class A common stock. Notwithstanding the legal form of the Merger pursuant to the Transaction Agreement, the Merger is accounted for as a reverse recapitalization. The Merger is accounted for as a common control transaction and reverse recapitalization in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”), as BT Assets controls BT OpCo both before and after the transactions. Legacy Bitcoin Depot is determined to be the predecessor and represents a continuation of BT OpCo’s balance sheet and consolidated statement of Income (Loss) and Comprehensive Income (Loss), reflective of the recapitalization of the Merger. As a result of the reverse capitalization accounting, the consolidated assets and liabilities of Legacy Bitcoin Depot are reflected by the Company at their historical cost with no additional goodwill or intangible assets recorded, accompanied by a recapitalization of the equity structure. The Company has reflected the recapitalization within the Consolidated Statements of Changes in Stockholders' Equity and Member's Equity. In connection with the Merger, the Company’s Class A common stock is now listed on the Nasdaq stock market under the symbol BTM and the Warrants to purchase the Class A common stock are listed on the Nasdaq stock market under the symbol BTMWW in lieu of the GSRM Ordinary Shares and GSRM’s warrants, respectively. GSRM’s units automatically separated into the GSRM’s Ordinary Shares and GSRM’s warrants and ceased trading separately on the Nasdaq stock market following the Closing Date. Prior to the Merger, GSRM neither engaged in any operations nor generated any revenue. Until the Merger, based on GSRM’s business activities, it was a shell company as defined under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The consolidated assets, liabilities and results of operations prior to the Merger reflect those of Legacy Bitcoin Depot, which represents the predecessor of the Company. All such references to the Company for periods prior to the Merger refer to the activity of Lux Vending, LLC. The Company consolidates business enterprises that it controls by ownership of a majority voting interest. However, there are situations in which consolidation is required even though the usual condition of consolidation (ownership of a majority voting interest) does not apply. An enterprise must consolidate a Variable Interest Entity (“VIE”) if it is determined to be the primary beneficiary of the VIE. The primary beneficiary has both (a) the power to direct the activities of the VIE that most significantly impact the entity’s economic performance, and (b) the obligation to absorb losses or the right to receive benefits from the VIE that could potentially be significant to the VIE. The Company consolidates all entities that it controls by ownership of a majority voting interest as well as VIEs for which the Company is the primary beneficiary. In connection with the Merger, the Company became the sole managing member of BT HoldCo, which holds all of the Company’s operating subsidiaries, and has the sole authority to make the key operating decisions on behalf of BT HoldCo. As such, the Company determined that BT HoldCo is a VIE and the Company is the primary beneficiary. Accordingly, these consolidated financial statements include the assets, liabilities and results of operations of BT HoldCo. The consolidated financial statements of the Company include the accounts of Bitcoin Depot Inc. and its controlled subsidiaries: BT HoldCo, Bitcoin Depot Operating, LLC, Mintz Assets, Inc., Express Vending, Inc., Intuitive Software, LLC, Digital Gold Ventures, Inc. (“Digital Gold”), and BitAccess Inc. BT HoldCo is a holding company with ownership of Bitcoin Depot Operating, LLC. Bitcoin Depot Operating, LLC is a holding company with ownership of Mintz Assets, Inc. and Intuitive Software, LLC. Mintz Assets, Inc. is a holding company that holds the ownership of Express Vending, Inc. Express Vending, Inc. is a Canadian corporation whose business activities include owning and operating a network of BTM kiosks in Canada. Intuitive Software, LLC is a holding company that holds an 82.14 % equity interest (through its ownership of Digital Gold) in BitAccess Inc., a Canadian corporation. The non-controlling interests held by investors directly in BT HoldCo and BitAccess are presented separately as further discussed in Note 11. Intercompany balances and transactions have been eliminated in consolidation. (b) Use of Estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the consolidated financial statements, and the reported amounts of revenues and expenses during the reporting period. Estimates are used for, but not limited to, valuation of current and deferred income taxes, the determination of the useful lives of property and equipment, recoverability of intangible assets and goodwill, fair value of long-term debt, present value of lease liabilities and right-of-use assets, assumptions and inputs for fair value measurements used in business combinations and in the transaction, impairments of cryptocurrencies, share-based compensation, and contingencies, including liabilities that the Company deems are not probable of assertion. The Company bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances. Actual results could differ from these estimates. (c) Concentration of Credit Risk Arising from Cash Deposits in Excess of Insured Limits The Company maintains cash in established U.S. and Canadian financial institutions that often will exceed federally insured limits. The Company has not experienced any losses in such accounts that are maintained at the financial institutions. The Company maintains cash balances in its BTMs and in fiat wallets with cryptocurrency exchanges to facilitate the purchase and sale of cryptocurrencies. The cash balances in the BTMs are insured up to a specified limit. From time to time, the Company’s cash balance in the BTMs exceeds such limits. The Company had cash of $ 12.2 million and $ 16.0 million in BTMs at December 31, 2023 and December 31, 2022, respectively. Cash maintained in fiat wallets with cryptocurrency exchanges is not insured. The Company had $ 0.1 million an d $ 2.5 million in cash with crypt ocurrency exchanges as of December 31, 2023 and December 31, 2022, respectively. A significant customer concentration is defined as one from whom at least 10 % of annual revenue is derived. The Company had no significant customer concentration for the year ended December 31, 2023 and 2022. (d) Cash and Cash Equivalents Cash and cash equivalents includes cash maintained at various financial institutions, cryptocurrency exchanges, cash in transit, and cash in BTMs owned and leased by the Company. Cash in transit consists of cash that is picked up by armored truck companies from the Company’s BTM machines but not yet deposited in the Company’s bank accounts. As of December 31, 2023 and December 31, 2022, the Company had cash in transit of $ 5.3 million and $ 7.8 million, respectively. Management evaluates cash in transit based on outstanding cash deposits on cash picked up by the armored truck c ompanies, historical cash deposits and cash that is lost during transit, which is immaterial. The armored truck companies maintain insurance over theft and losses. (e) Cryptocurrencies Cryptocurrencies are a unit of account that function as a medium of exchange on a respective blockchain network, and a digital and decentralized ledger that keeps a record of all transactions that take place across a peer-to-peer network. The Company primarily purchases cryptocurrencies to sell to customers. The Company’s cryptocurrencies consisted primarily of Bitcoin (“BTC”) as of and for the year ended December 31, 2023 and BTC, Litecoin (“LTC”), and Ethereum (“ETH”) as of and for the year ended December 31, 2022. These are collectively referred to as “cryptocurrencies” in the consolidated financial statements. The Company accounts for cryptocurrencies as indefinite-lived intangible assets in accordance with Accounting Standards Codification (“ASC”) 350, Intangibles - Goodwill and Other , and they are recorded on the Company’s consolidated Balance Sheets at cost, less any impairments. The Company has control and ownership of its cryptocurrencies which are stored in both the Company’s proprietary hot wallets and hot wallets hosted by a third-party, BitGo, Inc. The primary purpose of the Company’s operations is to buy and sell Bitcoin using the BTM kiosk network and other services. The Company does not engage in broker-dealer activities. The Company uses various exchanges and liquidity providers to purchase, liquidate and manage its cryptocurrency positions; however, this does not impact the accounting for these assets as intangible assets. Crypto Custody Asset and Safeguarding Liability In accordance with Staff Accounting Bulletin 121 (SAB 121), the Company determined that it has a safeguarding obligation with respect to cryptocurrencies held in third-party operator wallets and in a shared wallet with one of its liquidity providers. The Company has certain obligations to safeguard these assets and/or private keys from loss, theft, or other misuse. The Company has adopted measures to safeguard crypto assets it secures, including establishing security around private key management to minimize the risk of theft or loss. The Company measures the safeguarding obligation liability initially and subsequently at the fair value of the digital asset per the principal market in accordance with ASC 820, Fair Value Measurement , at midnight UTC on the last day of the reporting period. The custody asset is measured in the same manner, however, the carrying amount may be adjusted to reflect any actual or potential safeguarding loss events, such as those resulting from fraud or theft. Impairment Because the Company’s cryptocurrencies are accounted for as indefinite-lived intangible assets, the cryptocurrencies are tested for impairment annually or more frequently if events or changes in circumstances indicate it is more likely than not that the asset is impaired in accordance with ASC 350. The Company has determined that a decline in the quoted market price below the carrying value at any time during the assessed period is viewed as an impairment indicator because the cryptocurrencies are traded in active markets where there are observable prices. Therefore, the fair value is used to assess whether an impairment loss should be recorded. If the fair value of the cryptocurrency decreases below the initial cost basis or the carrying value during the assessed period, an impairment charge is recognized at that time in cost of revenue (excluding depreciation and amortization). After an impairment loss is recognized, the adjusted carrying amount of the cryptocurrency becomes its new accounting basis and this new cost basis will not be adjusted upward for any subsequent increase in fair value. For purposes of measuring impairment on its cryptocurrencies, the Company determines the fair value of its cryptocurrency on a non-recurring basis in accordance with ASC 820, Fair Value Measurement, based on quoted (unadjusted) prices on an active exchange in the United States that the Company has determined is its principal market (Level 1 inputs). The Company purchases cryptocurrencies, which are held in the Company’s hot wallets, on a just-in-time basis to facilitate sales to customers and mitigate exposure to volatility in cryptocurrency prices. After June 30, 2022, the Company only sells its cryptocurrencies to its customers from its BTM kiosks and BDCheckout locations in exchange for cash, for a prescribed transaction fee applied to the current market price of the cryptocurrency at the time of the transaction, plus a predetermined markup. When the cryptocurrency is sold to customers, the Company relieves the adjusted cost basis of its cryptocurrency, on a first-in, first-out basis within cost of revenue (excluding depreciation and amortization). In the fourth quarter of 2022, the Company discontinued the sale of ETH and LTC to its customers. During the year ended December 31, 2021, the Company purchased quantities of cryptocurrencies in excess of expected sales and began selling these cryptocurrencies to customers, on exchange or distributing to the Member during the year ended December 31, 2022. Upon disposition, the Company relieved the adjusted cost basis of the cryptocurrencies with any gains recorded to cost of revenue (excluding depreciation and amortization). The related cash flows from purchases and sales of cryptocurrencies are presented as cash flows from operating activities on the consolidated Statements of Cash Flows. See Notes 2(i) and 2(j) to the consolidated financial statements for further information regarding the Company’s revenue recognition and cost of revenue related to the Company’s cryptocurrencies. (f) Property and Equipment Property and equipment are stated at cost, less accumulated depreciation. Finance leases for kiosk machines are stated at the present value of the future minimum lease payments, less accumulated depreciation. Expenditures for maintenance and repairs are expensed as incurred. The cost of assets sold, retired, or otherwise disposed of, and the related accumulated depreciation are eliminated from their respective accounts and any resulting gain or loss is recognized in the consolidated Statements of Income (Loss) and Comprehensive Income (Loss) upon disposition. Depreciation of property and equipment is determined using the straight-line method over the estimated useful lives of the assets, which are as follows: Furniture and fixtures 7 years Leasehold improvements Lesser of estimated useful life or life of the lease Kiosk machines - owned 5 years Kiosk machines - leased 2 - 5 years Vehicles 5 years Depreciation expense for the year ended December 31, 2023 and 2022 totaled $ 11.3 million , and $ 17.3 million, respectively. (g) Impairment of Long-Lived Assets Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset group may not be fully recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of the asset group to its fair value, which is normally determined through analysis of the future net cash flows expected to be generated by the asset group. If such asset group is considered to be impaired, the impairment to be recognized is measured by the amount that the carrying amount of the asset group exceeds the fair value of the asset group. There were no impairments of long-lived assets for the year ended December 31, 2023 and 2022. (h) Goodwill and Intangible Assets, net Goodwill represents the excess of the consideration transferred over the estimated fair value of the acquired assets, assumed liabilities, and any non-controlling interest in the acquired entity in a business combination. The Company tests for impairment at least annually, or more frequently if an event occurs or circumstances change that would more likely than not reduce the fair value of the reporting unit below its carrying value. The Company performs their annual test for impairment as of December 31 at the reporting unit level. There was no impairment of goodwill for the year ended December 31, 2023 and 2022. Intangible assets, net consist of tradenames, customer relationships, and software applications. Intangible assets with finite lives are amortized over their estimated lives and evaluated for impairment when an event or change in circumstances occurs that warrants such a review. Management periodically evaluates whether changes to estimated useful lives of intangible assets are necessary to ensure its estimates accurately reflect the economic use of the related intangible assets. (i) Revenue Recognition BTM Kiosks, BDCheckout and OTC Revenue is principally derived from the sale of cryptocurrencies at the point-of-sale on transactions initiated by customers. These customer-initiated transactions are governed by terms and conditions agreed to at the time of each point-of-sale transaction and do not extend beyond the transaction. The Company charges a fee at the transaction level. The transaction price for the customer is the price of the cryptocurrency, which is based on the exchange value at the time of the transaction, plus a markup, and a flat fee. The exchange value is determined using real-time exchange prices and the markup percentage is determined by the Company and depends on the current market, competition, the geography of the location of the sale, and the method of purchase. The Company’s revenue from contracts with customers is principally comprised of a single performance obligation to provide cryptocurrencies when customers buy cryptocurrencies at a BTM kiosk, through BDCheckout or directly via an OTC trade. The Company discontinued its OTC sales in June 2022. BDCheckout sales are similar to sales from BTM kiosks in that, customers buy cryptocurrencies with cash; however, the BDCheckout transactions are completed at the checkout counter of retail locations, initiated using the Bitcoin Depot mobile app instead of through the BTM kiosks. OTC sales were initiated and completed through the Company’s website. Regardless of the method by which the customer purchases the cryptocurrency, the Company considers its performance obligation satisfied when control of the cryptocurrency is transferred to the customer, which is at the point in time the cryptocurrency is transferred to the customer’s cryptocurrency wallet and the transaction is validated on the blockchain. The typical processing time for the Company's transactions with customers is 30 minutes or less. Through December 31, 2022, for reasons of operational practicality, the Company applied an accounting convention at period-ends to use the date of the transaction, which corresponded to the timing of the cash received, for purposes of recognizing revenue. The net impact from this accounting convention was a $ 0.1 million increase in revenue for the year ended December 31, 2022 . Contract liabilities are amounts received from customers in advance of the Company transferring the cryptocurrencies to the customer’s wallet and the transaction validated on the blockchain. Contract liabilities are presented in “Deferred revenue” on the consolidated Balance Sheet as of December 31, 2023 are not material. Judgment is required in determining whether the Company is the principal or the agent in transactions with customers. The Company evaluates the presentation of revenue on a gross or net basis based on whether it controls the cryptocurrency before control is transferred to the customer (gross) or whether it acts as an agent by arranging for other customers on the platform to provide the cryptocurrency to the customer (net). The Company controls the cryptocurrency before it is transferred to the customer, has ownership risk related to the cryptocurrency (including market price volatility), sets the transaction fee to be charged, and is responsible for transferring the cryptocurrency to the customer upon purchase. Therefore, the Company is the principal in transactions with customers and presents revenue and cost of revenue (excluding depreciation and amortization) from the sale of cryptocurrencies on a gross basis. In a limited number of BTM kiosks, the Company has technology that allows customers to sell their cryptocurrencies to the Company. In these limited cases, the Company receives the customer’s cryptocurrencies in the Company’s hot wallet, and the kiosk dispenses U.S. Dollar (“USD”) to the selling customer. Because all orders are processed within a very short time frame (typically within minutes), no orders are pending when the customer receives cash upon completion of the transaction at the kiosk. Transaction fee revenue is recognized at the time the cash is dispensed to the customer. The cryptocurrencies are initially recorded at cost. Subsequently, they are measured at cost, net of any impairment losses incurred since acquisition, and reflected in Cryptocurrencies on the consolidated Balance Sheets. Software Services The Company, through its subsidiary BitAccess, generates revenue from contracts with third-party BTM operators to provide software services that enables these customers to operate their own BTM kiosks and facilitate customer cash-to-cryptocurrency transactions. In exchange for these software services, the Company earns a variable fee equal to a percentage of the cash value of the transactions processed by the kiosks using the software during the month, paid in BTC. The Company has determined that the software services are a single, series performance obligation to provide continuous access to the transaction processing system that is simultaneously provided to and consumed by the customer. Each day of the service periods comprises a distinct, stand-ready service that is substantially the same and with the same pattern of transfer to the customer as all the other days. The Company allocates the variable service fees earned to each distinct service period on the basis that (a) each variable service fee earned relates specifically to the entity’s efforts to provide the software services during that period and (b) allocation of the variable fee entirely to the distinct period in which the transaction giving rise to the fee occurred is consistent with the allocation objective in ASC 606. Accordingly, the Company allocates and recognizes variable software services revenue in the period in which the transactions giving rise to the earned variable fee occur. BitAccess also generates revenue by selling kiosk hardware to BTM operators in exchange for cash. Hardware revenue is recognized at a point-in-time when the hardware is shipped to the customer and control is transferred to the customer. When customers pay in advance for the kiosk hardware, the Company records deferred revenue until the hardware is delivered and control is transferred to the customer. Hardware and software services are generally sold separately from each other and are distinct from each other. The Company has considered whether its contracts with BitAccess customers for software services are themselves derivative contracts or contain an embedded derivative in accordance with ASC 815 - Derivatives and Hedging , because the Company elects to receive BTC as payment for these software fees. The Company determined that the contracts are not themselves derivative contracts in their entirety but do contain an embedded derivative for the right to receive the USD denominated receivable in BTC as settlement. Due to the immaterial amount of BTC not received as settlement of receivables from customers at each month end, the fair value of the embedded derivative was determined to be de minimis. (j) Cost of Revenue (excluding depreciation and amortization) The Company’s cost of revenue consists primarily of direct costs related to selling cryptocurrencies and operating the Company’s network of BTM kiosks. The cost of revenue (excluding depreciation and amortization) caption includes cryptocurrency expenses, floorspace expenses, and kiosk operations expenses. Cryptocurrency expenses Cryptocurrency expenses include the cost of cryptocurrencies, fees paid to obtain cryptocurrencies, impairment of cryptocurrencies, gains on sales of cryptocurrencies on exchange, fees paid to operate the third-party software on the BTM kiosks, and fees paid to transfer cryptocurrencies to customers. Floorspace lease expenses Floorspace lease expenses include lease expenses for floorspace leases related to the placement of BTM kiosks. Kiosk Operations expenses Kiosk operations expenses include the cost of kiosk repair and maintenance and the cost of armored trucks to collect and transport cash deposited into the BTM kiosks. The Company presents cost of revenue in the consolidated Statements of Income (Loss) and Comprehensive Income (Loss) exclusive of depreciation related to BTM kiosks and amortization of intangible assets related to software applications, tradenames and customer relationships. (k) Advertising The Company expenses advertising costs as incurred. Advertising expenses were $ 5.6 million and $ 4.2 million for the year ended December 31, 2023 and 2022, respectively. Amounts are included in selling, general and administrative expenses in the consolidated Statements of Income (Loss) and Comprehensive Income (Loss). (l) Foreign Currency The functional currency of the Company is the USD. The functional currency of Express Vending, Inc. is the Canadian Dollar. All revenue, cost and expense accounts recorded in foreign currencies are translated at an average of exchange rates in effect during the period. Assets and liabilities recorded in foreign currencies are translated at the exchange rate as of the balance sheet date. The resulting translation adjustments are recorded as a separate component of Stockholders’ and Member’s Equity, identified as accumulated other comprehensive loss. As a result of the integration of BitAccess (the Company’s controlled Canadian subsidiary) during 2022, the Company determined that the functional currency of BitAccess was the USD. (m) Income Taxes Bitcoin Depot Inc. is treated as a corporation for federal income tax purposes. BT HoldCo is treated as a partnership for federal income tax purposes. Bitcoin Depot Operating, LLC is a Single-Member Limited Liability Company and owned by BT HoldCo and with the consent of BT HoldCo, has elected under the Internal Revenue Code and similar state statutes to be a disregarded entity. In lieu of federal corporate income taxes, Bitcoin Depot Operating, LLC reflects its operating results on BT HoldCo’s federal tax return as a division of the partnership. As such, there were no federal income taxes for these entities. Mintz Assets, Inc., is treated as a corporation for federal income tax purposes. Intuitive Software, LLC., and its wholly owned subsidiary, Digital Gold, are treated as corporations for federal income tax purposes. BitAccess Inc., and Express Vending, Inc., are each taxed as Canadian corporations. For the year ended December 31, 2023 and 2022, there was no activity for Mintz Assets, Inc., Intuitive Software, LLC and Digital Gold. As such, there were no federal income taxes for these entities. Deferred taxes are recognized for future tax consequences attributable to differences between the consolidated financial statement carrying amounts of existing assets and liabilities and their respective tax basis and net operating loss carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect of any tax rate change on deferred taxes is recognized in the period that includes the enactment date of the tax rate change. Realization of deferred tax assets is assessed on an annual basis and, unless a deferred tax asset is more likely than not to be utilized, a valuation allowance is recorded to write down the deferred tax assets to their net realizable value. In assessing the realizability of deferred income tax assets, management considers whether it is more-likely-than-not that some portion or all of the deferred income tax assets will be realized. The ultimate realization of deferred income tax assets is dependent upon the generation of future taxable income during the periods in which those deductible temporary differences reverse. Management considers the scheduled reversal of deferred income tax liabilities, projected future taxable income, and tax planning strategies in making this assessment. For uncertain income tax positions, the Company uses a more-likely-than-not recognition threshold based on the technical merits of the income tax position taken. Income tax positions that meet the more-likely-than-not recognition threshold are measured in order to determine the tax benefit recognized in the financial statements. The Company recognizes accrued interest related to unrecognized tax benefits as part of income tax expense. Penalties, if incurred, are recognized as a component of income tax expense. The Global Intangible Low-taxed Income (GILTI) is a provision that was introduced by the Tax Cuts and Jobs Act. U.S. shareholders, who are domestic corporations, of controlled foreign corporations (CFCs) are eligible for up to an 80 % deemed paid foreign tax credit (FTC) and a 50 % deduction of the current year inclusion with the full amount of the Section 78 gross-up subject to limitation. This provision was effective for tax years of foreign corporations beginning after December 31, 2017. The Company has evaluated whether it has additional provision amount resulting from the GILTI inclusion on current earnings and profits of its foreign controlled corporations. The Company has made an accounting policy choice of treating taxes due on future U.S. inclusions in taxable amount related to GILTI as a current period expense when incurred. Amounts related to the GILTI inclusion are not material. (n) Fair Value of Financial Instruments Certain assets and liabilities are reported or disclosed at fair value. Fair value is d |
Recent Accounting Pronouncement
Recent Accounting Pronouncements | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Standards Update and Change in Accounting Principle [Abstract] | |
Recent Accounting Pronouncements | (3) Recent Accounting Pronouncements Accounting Pronouncement Adopted In October 2021, the FASB issued Accounting Standards Update ("ASU") 2021-08, “Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers,” which requires entities to apply Topic 606 to recognize and measure contract assets and contract liabilities in a business combination as if the acquiring entity had originated the contracts. The standard is effective for public companies for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2022. The Company adopted this accounting standard effective January 1, 2023 with no impact on the consolidated financial statements. In March 2022, the SEC issued SAB No. 121 (SAB 121), “ Accounting for obligations to safeguard crypto-assets an entity holds for platform users,” which adds interpretive guidance requiring an entity to consider when they have obligations to safeguard crypto-assets held for their platform users. The Company adopted SAB 121 as of June 30, 2022 with retrospective application as of January 1, 2022. The adoption of this guidance did not have a material impact on the consolidated financial statements. In June 2022, the FASB issued ASU 2022-03, “Fair Value Measurement (Topic 820): Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions,” which clarifies that contractual sale restrictions are not considered in measuring fair value of equity securities and requires additional disclosures for equity securities subject to contractual sale restrictions. The standard is effective for public companies for fiscal years beginning after December 15, 2023. Early adoption is permitted. The Company adopted this update effective January 1, 2024 and did not have a material impact on the consolidated financial statements. Accounting Pronouncement Pending Adoption In October 2023, the FASB issued ASU 2023-06 " Disclosure Improvements: Codification Amendments in Response to the SEC's Disclosures Update and Simplification Initiative". The guidance amends certain disclosure and presentation requirements related to the statement of cash flows, accounting changes and error corrections, earnings per share, interim reporting, commitments, debt, equity, derivatives, transfers and services and various industry specific guidance. For entities subject to the SEC's existing disclosure requirements, the effective date for each amendment will be the date on which the SEC's removal of that related disclosure from Regulation S-X or Regulation S-K becomes effective. However, if by June 30, 2027, the SEC has not removed the existing disclosure requirements, the amendments will not become effective. Early adoption is not permitted. The Company is in the process of assessing the overall impact of adopting this guidance on its disclosures. In November 2023, the FASB issued ASU 2023-07 " Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures" . The amendments require entities to disclose significant segment expenses impacting profit and loss that are regularly provided to the chief operating decision maker. In addition, the amendments enhance interim disclosure requirements, clarify circumstances in which an entity can disclose multiple segment measures of profit or loss, provide new segment disclosure requirements for entities with a single reportable segment, and contain other disclosure requirements. The update is required to be applied retrospectively to prior periods presented, based on the significant segment expense categories identified and disclosed in the period of adoption. The amendments are required to be adopted for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024 with early adoption permitted. The Company is still assessing the impacts to its consolidated financial statements. In December 2023, the FASB issued ASU No. 2023-09, Improvements to Income Tax Disclosures (Topic 740) . The ASU requires companies to break out their income tax expense, income tax rate reconciliation and income tax payments made in more detail. For public companies, the requirements will become effective for fiscal years beginning after December 15, 2024, with early adoption permitted. The Company is still assessing the impacts to its consolidated financial statements. In December 2023, the FASB issued ASU 2023-08 " Intangibles—Goodwill and Other—Crypto Assets (Subtopic 350-60) Accounting for and Disclosure of Crypto Assets" . ASU 2023-08 will require entities to measure crypto assets that meet the scope criteria at fair value and to reflect changes in fair value in net income each reporting period. The amendments in ASU 2023-08 will also require entities to present crypto assets measured at fair value separately from other intangible assets on the balance sheet and changes in the fair value measurement of crypto assets separately from changes in the carrying amounts of other intangible assets on the income statement. The amendments in the ASU are effective for all entities for fiscal years beginning after December 15, 2024, including interim periods within those fiscal years. Early adoption is permitted for both interim and annual financial statements that have not yet been issued (or made available for issuance). The Company is still assessing the impacts to its consolidated financial statements. |
Merger
Merger | 12 Months Ended |
Dec. 31, 2023 | |
Merger [Abstract] | |
Merger | (4) Merger For accounting purposes, the Merger was treated as the equivalent of Legacy Bitcoin Depot issuing stock for the net assets of GSRM accompanied by a recapitalization. The following summarizes the elements of the Merger to the consolidated Statement of Cash Flows, including the transaction funding, sources and uses of cash (in thousands): As of June 30, 2023 Cash - GSR II Meteora Acquisition Corp Trust $ 332,102 Less: GSRM transactions cost paid from Trust(1) ( 25,958 ) Less: Purchase of BT HoldCo common units from BT Assets ( 10,066 ) Less: Redemptions of existing shareholders of GSRM ( 292,735 ) Net proceeds from GSRM shareholders 3,343 Assumed net liabilities from GSRM, excluding net cash proceeds ( 6,850 ) Net Impact of the Merger on the Statement of Changes in $ ( 3,507 ) (1) Transaction costs paid from the GSRM trust account include $ 18.7 million of non-redemption payments, $ 4.9 million of other transaction-related expenses and $ 2.4 million of franchise and income taxes, all of which were recorded by GSRM. PIPE Financing On June 23, 2023, GSRM entered into a private placement agreement with certain subscribers (“Subscribers”). Concurrently with the closing of the Merger, the Subscribers purchased 4,300,000 shares of Series A Preferred Stock in exchange for a subscription receivable (“Subscription Receivable”). The terms of the Subscription Receivable provided that the Subscribers would pay a purchase price of up to $ 43.3 million if the trading price of the Company’s Class A common stock exceeded certain hurdle prices ranging from $ 10.50 to $ 11.39 per share over the period from September 2023 through February 2024 (or April 2024 if the Company elected certain extensions). The price paid by the Subscribers would be reduced if the trading price did not exceed the hurdle price and, if the Class A common stock trading price declined to zero , could have resulted in the Company making a cash payment to the Subscribers of up to $ 10.9 million (or $ 12.1 million if the Company elected to extend the observation period). For purposes of determining the settlement payments under the Subscription Receivable, the notional amount of 5,000,000 shares consisted of (a) the 4,300,000 shares of Series A Preferred Stock sold at the closing of the Merger, and (b) 700,000 shares of Class A common stock that were held by the Subscribers prior to the consummation of the Merger. The Subscribers also entered into non-redemption agreements with the Company and received additional shares of Class A common stock in exchange for their commitments not to redeem in connection with the Merger. See the discussion below under GSRM Share Issuance for further information. The Series A Preferred Stock issued to the Subscribers was recorded in stockholders’ equity at a fair value of approximately $ 13.9 million based on the price of the Company’s Class A common stock as the Series A Preferred Stock are convertible at any time by the Subscribers on a 1:1 basis. The Subscription Receivable represented a hybrid financial instrument comprising a subscription receivable and a compound embedded derivative. The host subscription receivable was recognized at fair value as a reduction to stockholders’ equity. The embedded derivative represented a net cash settled forward contract with a value that is indexed to the trading price of the Company’s Class A common stock and was bifurcated pursuant to subtopic ASC 815-15 – Embedded derivatives and was initially recorded as a liability at de minimus fair value at inception, with changes in fair value recognized in earnings. On October 11, 2023, the PIPE Agreement was settled with the Subscribers for de minimus consideration. The effects of the settlement resulted in the elimination of the subscription receivable and the embedded derivative liability with the difference being recorded as other expenses within Other (expense) income in the consolidated Statements of Income (Loss) and Comprehensive Income (Loss). For the year-ended December 31, 2023, the Company recognized approximately $ 15.2 million in expenses related to the agreement including $ 13.9 million of expense related to the fair value of the Series A Preferred Shares and $ 1.3 million of other transaction-related expenses. Non-Redemption Agreements Prior to the Merger, GSRM entered into voting and non-redemption agreements (“Voting and Non-Redemption Agreements”) with unaffiliated third parties (“Non-Redeeming Stockholders”) in exchange for such Non-Redeeming Stockholders, including the Subscribers referenced above, agreeing to either not redeem or to reverse any previously submitted redemption request with respect to an aggregate of 6,783,000 shares of the Company’s Class A common stock sold in its initial public offering (“Non-Redeemed Shares”) and to allow the Company, without another stockholder vote, to further extend the date to consummate an initial business combination on a monthly basis up to eight times by an additional one month each time after July 1, 2023 (each one month extension, a “Monthly Extension”), until March 1, 2024 , unless the closing of an initial business combination shall have occurred prior thereto (the “Extension”). GSRM Share Issuance In exchange for the commitments not to redeem such Non-Redeemed Shares, GSRM agreed to issue to the Non-Redeeming Stockholders an aggregate of 67,830 shares (“Commitment Shares”) (representing 1 % of the Non-Redeemed Shares) of the Company’s Class A common stock. The Non-Redeeming Stockholders also received 135,660 shares (“Extension Shares”) of the Company’s Class A common stock in connection with the initial extension. Additionally, a backstop fee was paid immediately upon closing of the Merger, which was paid to all Non-Redeeming Stockholders, except for one investor, to which the Company paid the backstop fee in the form of 454,350 shares of the Company’s Class A common stock. In total, the Company issued 657,840 shares of Class A common stock at the closing of the Merger and $ 18.7 million of cash was paid out of the SPAC trust account proceeds. The cash paid by GSRM to Non-Redeeming Stockholders of $ 18.7 million reduced GSRM’s trust account balance at closing of the Merger. In connection with the reverse recapitalization, the Company recorded the remaining trust account balance and other net liabilities as an adjustment to accumulated deficit on the consolidated Balance Sheet and Statement of Changes in Stockholders’ Equity and Member's Equity. The expenses related to the Non-Redemption Agreements and the GSRM Share Issuance described above have been recognized in the GSRM Statement of Operations as these transactions occurred prior to the Merger. Bonus Agreements The Company entered into sale bonus agreements with an officer and an employee of Bitcoin Depot as part of the Merger and agreed to pay bonuses to these individuals based on the results of the Merger. The Company paid in cash an aggregate bonus compensation of $ 0.8 million as of year end December 31, 2023 and granted 120,500 restricted stock units related to the sale bonus agreement. The compensation expense is included in selling, general and administrative expenses in the consolidated Statements of Income (Loss) and Comprehensive Income (Loss). Additionally, as part of the closing of the Transaction, the Company issued 500,000 Class A Common sh ares to the Chief Executive Officer. See Note 19 Share-Based Compensation for additional details. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2023 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | (5) Related Party Transactions During the year ended December 31, 2023 , the Company distributed to BT Assets 112.4 LTC and 7.5 ETH with a total cost basis of $ 0.02 million. During the year ended December 31, 2022 , the Company distributed to BT Assets 2,760 ETH with a total cost basis of $ 4.6 million. Total cash distributions made to BT Assets during the year ended December 31, 2023 and December 31, 2022 were $ 15.0 million and $ 11.4 million, respectively and are classified as cash outflows from financing activities in the Consolidated Statements of Cash Flows. The total cash and non-cash distributions are reflected in the consolidated Statement of Changes in Stockholders’ Equity and Member's Equity. At the closing of the Merger, the Company entered into the Tax Receivable Agreement with by and among Bitcoin Depot Inc, HoldCo, and BT Assets. Pursuant to the Tax Receivable Agreement, the Company is generally required to pay BT Assets 85 % of the amount of savings, if any, in U.S. federal, state, local, and foreign income taxes that the Company realizes, or in certain circumstances are deemed to realize. See Note 18. Income Taxes for further discussion. In connection with the closing of the Merger, the Company entered into separate indemnification agreements with its directors and executive officers. These agreements, among other things, require the Company to indemnify its directors and executive officers for certain costs, charges and expenses, including attorneys’ fees, judgments, fines and settlement amounts, reasonably incurred by a director or executive officer in any action or proceeding because of their association with the Company or any of its subsidiaries. No amounts have been recognized related to these agreements as of December 31, 2023. On September 28, 2023, the Company entered into an advisory agreement with SPAC Advisory Partners, LLC ("SAP"). The agreement is for capital markets adv ice. SAP is managed by the same investment professionals that managed GSRM prior to the Merger. Total fees associated with their advisory services on a success basis is $ 0.3 million and are recorded in selling, general and administrative expenses in the consolidated Statements of Income. |
Revenue
Revenue | 12 Months Ended |
Dec. 31, 2023 | |
Revenue from Contract with Customer [Abstract] | |
Revenue | (6) Revenue Revenue disaggregated by revenue stream is as follows (in thousands): Year Ended December 31, 2023 2022 BTM Kiosks $ 686,314 $ 639,965 BD Checkout 1,149 692 OTC — 2,080 Company Website 879 173 Software Services 575 3,185 Hardware Revenue 50 735 Total Revenue $ 688,967 $ 646,830 |
Cost of Revenue
Cost of Revenue | 12 Months Ended |
Dec. 31, 2023 | |
Cost of Goods and Service, Excluding Depreciation, Depletion, and Amortization [Abstract] | |
Cost of Revenue | (7) Cost of Revenue (Excluding Depreciation and Amortization) Cost of Revenue (excluding depreciation and amortization) is comprised of expenses associated with the selling of cryptocurrencies and operating the Company’s BTM kiosks, excluding depreciation and amortization. The following table presents cost of revenue (excluding depreciation and amortization) by category (in thousands): Year Ended December 31, 2023 2022 Cryptocurrency expenses $ 534,234 $ 519,347 Floorspace lease expenses 34,616 39,765 Kiosk operations expenses 19,088 15,423 Total Cost of Revenue (excluding depreciation and $ 587,938 $ 574,535 The following table presents the components of cryptocurrency expenses (in thousands): Year Ended December 31, 2023 2022 Cost of Cryptocurrency (1) - BTM Kiosk $ 532,356 $ 513,951 Cost of Cryptocurrency (1) - OTC — 1,958 Cost of Cryptocurrency (1) - BDCheckout 985 595 Software Processing Fees 280 2,519 Exchange Fees 22 119 Mining Fees 575 195 Software Processing Fee - BDCheckout 16 10 Total cryptocurrency expenses $ 534,234 $ 519,347 (1) Cost of Cryptocurrency includes impairm ent losses recognized on cryptocurrencies net of any gains recognized from sales of cryptocurrencies on an exchange. Impairment of $ 7.7 million and $ 6.8 million were offset by $ 0.1 million and $ 2.3 million gains from the sale of cryptocurrencies on exchange for the year ended December 31, 2023 and 2022, respectively. The Company presents cost of revenue in the consolidated Statements of Income (Loss) and Comprehensive Income (Loss) exclusive of depreciation related to BTM kiosks and amortization of intangible assets related to software applications, tradenames and customer relationships. The following table reconciles amounts excluded from the cost of revenue (excluding depreciation and amortization) caption in the consolidated Statements of Income (Loss) and Comprehensive Income (Loss) included in total depreciation and amortization expense in the consolidated Statements of Income (Loss) and Comprehensive Income (Loss) for the period presented (in thousands): Year Ended December 31, 2023 2022 Depreciation of owned BTM kiosks $ 2,447 $ 3,474 Depreciation of leased BTM kiosks 8,492 13,729 Amortization of intangible assets 1,516 1,514 Total depreciation and amortization excluded from cost of $ 12,455 $ 18,717 Other depreciation and amortization included in operating 333 66 Total depreciation and amortization $ 12,788 $ 18,783 |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2023 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | (8) Fair Value Measurements Contingent Consideration The following table presents the changes in the estimated fair value and level of the contingent consideration liability, as of: (in thousands): Level 1 Level 2 Level 3 Beginning balance - January 1, 2022 $ — $ — $ 2,879 Change in fair market value — — 962 Payment — — ( 2,000 ) Transfer out — — ( 1,841 ) Transfer in 1,841 — — Ending balance - December 31, 2022 1,841 — — Change in fair market value 159 — — Payment ( 2,000 ) — — Ending balance - December 31, 2023 $ — $ — $ — Contingent consideration related to the BitAccess acquisition in July 2021 was measured at the probability-weighted fair value at the date of acquisition, which was estimated by applying an income valuation approach based on Level 3 inputs consisting primarily of a discount rate and probability of achieving the performance metrics. During the year-ended December 31, 2022, the Company made the first year payment of $ 2.0 million to the former owners of BitAccess as the performance conditions were determined to have been met. In addition, the Company amended the contingent consideration arrangement to remove the performance conditions for the second year payment such that the full $ 2.0 million related to the second year payment would be paid out in accordance with the agreement on July 31, 2023. As a result of the change in the agreement, the contingent liability changed from Level 3 to Level 1, in accordance with ASC 820. The change in fair value of the contingent consideration is recognized in interest expense in the consolidated Statements of Income (Loss) and Comprehensive Income (Loss) for the year ended December 31, 2023 and 2022. The difference between the recorded fair value of the payments and the ultimate payment amounts was not material to any period. In July 2023, in accordance with the BitAccess acquisition agreement, the Company paid $ 2.0 million to settle the remaining contingent consideration. Assets and Liabilities Measured at Fair Value on a Non-recurring Basis The Company’s non-financial assets, such as goodwill, intangible assets, property and equipment, operating lease right-of-use assets, and cryptocurrencies are adjusted down to fair value when an impairment charge is recognized. Certain fair value measurements are based predominantly on Level 3 inputs. No impairment charges related to goodwill, intangible assets, operating lease right-of-use assets and property and equipment have been recognized for the year ended December 31, 2023 and 2022. Assets and Liabilities Measured at Fair Value on a Recurring Basis The carrying value of the Company’s cryptocurrency reflects any impairment charges recorded since its purchase or receipt. The Company's safeguarding liability and corresponding asset are valued using quoted prices on the principal market which are Level 1 inputs. The Company was not aware of any actual or possible safeguarding loss events as of December 31, 2023, and accordingly, the bitcoin safeguarding obligation liability and the corresponding asset were recorded at the same value. The fair value of the safeguarding asset and liability is recognized in Prepaid and other current assets and Accrued expenses and other current liabilities on the Consolidated Balance Sheets, see Note 9 and 10, respectively. Due to the change in fair values of the cryptocurrency and the variability of quantity held at each reporting period, the Company anticipates these balances could change significantly at the end of each reporting period. Assets and Liabilities Not Measured and Recorded at Fair Value The Company considers the carrying value of cash and cash equivalents, accounts receivable, accounts payable and accrued expenses (excluding contingent consideration) in the consolidated financial statements to approximate fair value due to their short maturities. The Company estimates the fair value of its fixed-rated notes payable based on quoted prices in markets that are not active, which is considered a Level 2 valuation input. As of December 31, 2023, the estimated fair value of the fixed-rated notes was approximately $ 22.1 million and the carrying value was $ 21.1 million. |
Prepaid and Other Current Asset
Prepaid and Other Current Assets | 12 Months Ended |
Dec. 31, 2023 | |
Prepaid Expense and Other Assets, Current [Abstract] | |
Prepaid and Other Current Assets | (9) Prepaid and Other Current Assets The following table presents Prepaid and other current assets (in thousands): As of December 31, 2023 2022 Prepaid expenses $ 2,334 $ 1,328 Cryptocurrency safeguarding asset 3,040 — Other current assets 1,180 687 Prepaid expenses and other current assets $ 6,554 $ 2,015 |
Accrued Expenses and Other Curr
Accrued Expenses and Other Current Liabilities | 12 Months Ended |
Dec. 31, 2023 | |
Accrued Liabilities and Other Liabilities [Abstract] | |
Accrued Expenses and Other Current Liabilities | (10) Accrued Expenses and Other Current Liabilities The following table presents Accrued expenses and other current liabilities (in thousands): As of December 31, 2023 2022 Payables to liquidity providers $ 5,143 $ 1,665 Cryptocurrency safeguarding liability 3,040 — Earnout liability — 1,841 Accrued expenses 13,362 7,803 Accrued expenses and other current liabilities $ 21,545 $ 11,309 |
Non-controlling Interests
Non-controlling Interests | 12 Months Ended |
Dec. 31, 2023 | |
Noncontrolling Interest [Abstract] | |
Non-controlling Interests | (11) Non-controlling Interests The following table presents the changes in the balances of non-controlling interests for the year ended December 31, 2022 and December 31, 2023 (in thousands): BitAccess BT HoldCo Total Beginning balance January 1, 2022 $ 1,432 $ — $ 1,432 Stock compensation 1,230 — 1,230 Net (loss) ( 432 ) — ( 432 ) Ending balance December 31, 2022 $ 2,230 $ — $ 2,230 Distributions — ( 2,294 ) ( 2,294 ) Stock compensation 702 — 702 Foreign currency translation — 17 17 Recapitalization — 9,866 9,866 Net (loss) income ( 225 ) 14,891 14,666 Ending balance December 31, 2023 $ 2,707 $ 22,480 $ 25,187 Non-controlling Interest - BitAccess In July 2021, the Company obtained a controlling interest in BitAccess Inc. in a business combination. The un-affiliated interest in BitAccess Inc. is reported as non-controlling interests in the accompanying consolidated financial statements. As of December 31, 2023 and December 31, 2022, the non-controlling interest ownership was 17.86 % and 15.31 %, respectively. The non-controlling interest has certain rights as defined in the Amended and Restated Shareholders Agreement, including the right, but not the obligation, to cause the Company to purchase the non-controlling interest immediately prior to a liquidity event (as defined in the Amended and Restated Shareholders Agreement) at the fair value of the non-controlling interest as of the liquidity event. The non-controlling interest is not mandatorily redeemable. The Company also holds a right, but not an obligation, to cause the non-controlling interest holders to sell the non-controlling interest under the same conditions. The Merger was not considered to be a liquidity event as defined in the agreement. Non-controlling Interest - BT HoldCo The Company is the primary beneficiary of BT HoldCo. The majority stockholder of BT HoldCo, BT Assets, holds 41,200,000 common units, and 2,900,000 preferred units of BT HoldCo, along with 44,100,000 Class V voting, non-economic shares in the Company. BT Assets has the right to exchange the common units, together with a corresponding number of shares of Class V common stock, for, at the Company’s option, (i) shares of the Company’s Class A common stock or (ii) cash from a substantially concurrent public offering or private sale (based on the price of the Company’s Class A common stock). The ownership interests in BT HoldCo held by BT Assets represent the non-controlling interest not directly attributable to Bitcoin Depot and are reported as part of non-controlling interests in BT HoldCo on the accompanying consolidated financial statements. As of December 31, 2023, BT Assets has not exchanged any common units. The preferred units are entitled to a $ 10.00 per unit preference (total preference of $ 29.0 million) on liquidation or distribution before any distributions may be made to other unitholders (other than certain permitted tax distributions). After the close of the Merger, up to $ 29.0 million of the net income from BT OpCo may be allocated to BT HoldCo. If net income exceeds $ 29.0 million, such excess income will be allocated to Bitcoin Depot and BT HoldCo based on their pro rata economic ownership interest in BT OpCo. When the preference amount is paid, the preferred units are automatically converted to common units. As such, the Company uses the hypothetical liquidation at book value (“HLBV”) method to determine its equity in the earnings of BT HoldCo. Under the HLBV method, a calculation is prepared at each balance sheet date to determine the amount that the Company would receive if BT HoldCo were to liquidate all of its assets (at book value in accordance with U.S. GAAP) on that date and distribute the net proceeds to the partners based on the contractually-defined liquidation priorities. The difference between the net assets at the beginning and end of the period, after adjusting for capital contributions, tax distributions, stock compensation and distributions, is the Company’s income or loss from BT HoldCo for the period. As of December 31, 2023 , the non-controlling interest ownership of BT HoldCo was 72.6 % and the non-controlling interests measured under the HLBV method were $ 25.2 million . BT Assets also holds 15,000,000 BT Earnout units, which are discussed in more detail at Note 16. |
Cryptocurrencies
Cryptocurrencies | 12 Months Ended |
Dec. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Cryptocurrencies | (12) Cryptocurrencies Cryptocurrency transactions Cryptocurrencies are accounted for as indefinite-lived intangible assets and are recognized at cost, net of impairment losses. Impairments are recorded whenever the fair value of the cryptocurrency decreases below its carrying value at any time during the period from acquisition. After an impairment loss is recognized, the adjusted carrying amount of the cryptocurrency becomes its new accounting basis and this new adjusted cost basis will not be adjusted upward for any subsequent increase in fair value. The carrying values of cryptocurrencies were the following at December 31, 2023 and December 31, 2022 (in thousands): Cryptocurrency 2023 2022 BTC $ 711 $ 523 ETH 1 9 LTC — 8 $ 712 $ 540 The following tables present additional information about the adjusted cost basis of cryptocurrencies (in thousands): BTC ETH LTC Total Beginning balance—January 1, 2023 $ 523 $ 9 $ 8 $ 540 Purchase or receipts of cryptocurrency 534,947 4 3 534,954 Cost of cryptocurrencies sold or distributed ( 527,036 ) ( 12 ) ( 11 ) ( 527,059 ) Impairment of cryptocurrencies ( 7,723 ) — — ( 7,723 ) Balance—December 31, 2023 $ 711 $ 1 $ — $ 712 BTC ETH LTC Total Beginning balance—January 1, 2022 $ 563 $ 5,988 $ 6 $ 6,557 Purchase or receipts of cryptocurrency 520,487 2,423 2,510 525,420 Cost of cryptocurrencies sold or distributed ( 513,750 ) ( 8,395 ) ( 2,471 ) ( 524,616 ) Impairment of cryptocurrencies ( 6,777 ) ( 7 ) ( 37 ) ( 6,821 ) Balance—December 31, 2022 $ 523 $ 9 $ 8 $ 540 Purchases or receipts of cryptocurrency consists of: (a) cash paid by the Company to purchase cryptocurrencies on various exchanges and from liquidity providers and related transaction costs to acquire the cryptocurrencies, (b) receipts of cryptocurrency sold to the Company by customers at the BTM kiosks, and (c) receipts of cryptocurrency by the Company as consideration for company website and software services revenue. Costs of cryptocurrencies sold or distributed represents the adjusted cost basis of cryptocurrencies sold to customers or payments made in cryptocurrencies, recorded through the date of disposition. The Company may be extended short-term credits from various exchanges and liquidity providers to purchase Bitcoin. The trade credits are generally due and payable in cash within days after they are extended. As of December 31, 2023 and December 31, 2022, the Company had $ 5.1 million and $ 1.7 million outs tanding within “Accrued expenses and other current liabilities” on the Consolidated Balance Sheets, respectively. |
Goodwill and Intangible Assets,
Goodwill and Intangible Assets, net | 12 Months Ended |
Dec. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets, net | (13) Goodwill and Intangible Assets, net Intangible assets, net were comprised of the following at December 31, 2023 (in thousands, except for weighted-average period): Estimated Cost Accumulated Net Remaining Tradenames 5 years $ 1,233 $ ( 609 ) $ 624 2.53 Customer relationships 5 years 2,574 ( 1,271 ) 1,303 2.53 Software applications 5 years 3,771 ( 1,862 ) 1,909 2.53 $ 7,578 $ ( 3,742 ) $ 3,836 Intangible assets, net were comprised of the following at December 31, 2022 (in thousands, except for weighted-average period): Estimated Cost Accumulated Net Remaining Tradenames 5 years $ 1,233 $ ( 363 ) $ 870 3.54 Customer relationships 5 years 2,574 ( 756 ) 1,818 3.54 Software applications 5 years 3,771 ( 1,108 ) 2,663 3.54 $ 7,578 $ ( 2,227 ) $ 5,351 Amortization expense related to the intangibles with estimated lives of five years totaled $ 1.5 million and $ 1.5 million for the year ended December 31, 2023 and 2022, respectively. Amounts are included in depreciation and amortization in the consolidated Statements of Income (Loss) and Comprehensive Income (Loss). Estimated future amortization expense as of December 31, 2023 approximately as follows (in thousands): Amount 2024 $ 1,516 2025 1,516 2026 804 Total 3,836 There was no change in the amount of goodwill for the year ended December 31, 2023 and December 31, 2022. |
Notes Payable
Notes Payable | 12 Months Ended |
Dec. 31, 2023 | |
Debt Disclosure [Abstract] | |
Notes Payable | (14) Notes Payable Credit Agreement On December 21, 2020, the Company entered into a credit agreement with a financial institution which provided for initial term loans in an aggregate principal amount of $ 25.0 million, comprised of two $ 12.5 million tranches, and which was subject to annual interest at a rate of 15 % per annum (the “note”). In 2021, the Company utilized the delayed draw facility of the credit agreement and amended the note to provide an additional $ 15.0 million to fund the acquisition of BitAccess Inc. In March 2022, the note was again amended to provide an additional term loan in an aggregate principal amount of $ 5.0 million. On May 2, 2023, the Company amended its note with its lender. Pursuant to the amendment, the accelerated repayment feature in the event of a business combination transaction or a change in control transaction was removed and the repayment date was extended to August 15, 2023 to allow for a renegotiation of the repayment schedule. In addition, the fixed interest rate in the note was modified to increase the rate from 15 % per annum to 20 % per annum effective February 16, 2023 through August 15, 2023, and a catch-up payment was made for the incremental interest from February 16, 2023 through May 1, 2023 of approximately $ 0.3 million. On June 23, 2023, the Company amended and restated its credit agreement (the "Amended and Restated Note") with its existing lender. Under the Amended and Restated note, the Company refinanced $ 20.8 million of the note which is subject to an annual interest at a rate of 17 % per annum. The Company is required to make monthly interest payments and fixed principal payments every six months beginning on December 15, 2023 through June 15, 2026. In connection with the Amended and Restated Note, the Company repaid approximately $ 16.4 million of the outstanding principal balance, refinanced $ 20.8 million of the outstanding principal balance and paid an exit fee of $ 2.3 million. The Amended and Restated Note matures on June 23, 2026 , at which time, any outstanding principal balance and any accrued interest become due. Additionally, the Company is required to pay an exit fee of $ 1.8 million upon maturity or prepayment and accordingly, has included this amount in the note payable, non-current in the Consolidated Balance Sheet. In conjunction with the transaction, Legacy Bitcoin Depot and BT Assets, Inc. were substituted for BT OpCo and BT HoldCo, LLC respectively. The Amended and Restated Note is collateralized by substantially all of the assets of BT HoldCo, LLC and Mintz Assets, Inc., Express Vending, Inc., Intuitive Software, LLC, Digital Gold Ventures, Inc. and BitAccess Inc. The Company is subject to certain financial covenants contained in the Amended and Restated Note, which require BT HoldCo and certain of its subsidiaries to maintain certain cash balances, and a maximum consolidated total leverage ratio, in addition to customary administrative covenants. The Company accounted for the Amended and Restated Note as a debt modification in accordance with ASC 470, Debt . The Company deferred financing costs of approximately $ 2.4 million of cost (which includes an exit fee of $ 1.8 million) to the lender associated with refinancing of the note, which was reflected as a reduction of the Amended and Restated Note proceeds. The Company will recognize these deferred financing costs, along with the remaining unamortized deferred financing costs related to the original note, using the effective interest method over the term of the note. Other Debt In December 2023, the Company entered into a 36-month collateralized term loan with a financing company in the amount of $ 1.3 million to facilitate the purchase of previously leased kiosks (Note 23). In accordance with the term loan, the kiosks are collateral for the loan. The loan is subject to annual interest of 15.75 % with interest and principal payments due monthly. The Company transferred certain right-of-use assets recorded as finance leases held with the financing company to kiosks – owned and finance lease liabilities to notes payable during the year-ended December 31, 2023. The remaining unpaid obligation under these arrangements is $ 1.4 million as of December 31, 2023. Under these arrangements, the loans mature between June and August 2024 and is subject to annual interest of 17.81 % with interest and principal payments due monthly. Notes payable consisted of the following as of December 31, 2023 and December 31, 2022 (in thousands): Notes Payable as of December 31, 2023 Credit Agreement Other Debt Total Credit agreement $ 19,920 $ — $ 19,920 Other debt — 2,597 $ 2,597 Plus: exit fee due upon payment of credit agreement 1,764 — 1,764 Less: unamortized deferred financing costs ( 3,195 ) — ( 3,195 ) Total notes payable $ 18,489 $ 2,597 $ 21,086 Less: current portion of notes payable ( 2,283 ) ( 1,702 ) $ ( 3,985 ) Notes payable, non-current $ 16,206 $ 895 $ 17,101 Note Payable as of December 31, 2022 Credit agreement $ 39,419 Less: unamortized deferred financing costs ( 1,847 ) Total Note payable $ 37,572 Less: current portion of credit agreement ( 8,050 ) Note payable, non-current $ 29,522 At December 31, 2023, aggregate future principal payments are as follows (in thousands): Aggregate Future Principal Payments at December 31, 2023 Credit Agreement Other Debt Total 2024 $ 2,283 $ 1,702 $ 3,985 2025 3,320 414 3,734 2026 14,317 481 14,798 Total $ 19,920 $ 2,597 $ 22,517 |
Warrants
Warrants | 12 Months Ended |
Dec. 31, 2023 | |
Warrants and Rights Note Disclosure [Abstract] | |
Warrants | (15) Warrants The following table summarizes the warrants outstanding as of December 31, 2023: Class of Warrants Number Public warrants 31,625,000 Private placement warrants 12,223,750 Total Warrants outstanding 43,848,750 Warrants There are 43,848,750 warrants outstanding of which 31,625,000 (“Public Warrants”) were issued by GSRM at the time of its IPO and 12,223,750 (“Private Warrants” and together the “Warrants”) were issued by GSRM to GSR II Meteora Sponsor LLC (“Sponsor”). As a result of the Merger, these Warrants became Bitcoin Depot Warrants. Each whole Warrant entitles the registered holder to purchase one share of Class A common stock at a price of $ 11.50 per share. A holder may exercise its warrants only for a whole number of shares of Class A common stock. No fractional warrants will be issued upon separation of the units and only whole warrants will trade. The Company may redeem the Public Warrants at a price of $ 0.01 per share if the closing price of the Company’s Class A common stock equals or exceeds $ 18.00 per share for any 20 trading days within a 30 -trading day period. The Private Warrants cannot be redeemed, even if sold or transferred to a non-affiliate. The Warrants will expire five years after the Closing Date, June 30, 2028, or earlier upon redemption or liquidation. The Company also has the ability to redeem outstanding Public Warrants at any time after they become exercisable and prior to their expiration, at a price of $ 0.01 per Public Warrant, provided that the last reported sale price of Class A common stock for any 20 trading days within a 30 -trading day period ending on the third trading day prior to the date on which we send the notice of redemption to the Public Warrant holders equals or exceeds $ 18.00 per share and provided certain other conditions are met. The Private Warrants have terms and provisions that are identical to those of the Public Warrants, except the Private Warrants are not subject to redemption, and do not become subject to redemption after transfer to a non-affiliate (a distinction from other private placement warrants issued in connection with GSRM transactions). The Warrants are accounted for as freestanding equity contracts and are classified in equity under ASC 815-40, Derivatives and Hedging—Contracts in Entity’s Own Equity . In connection with the Merger, the Warrants were recorded in connection with the reverse recapitalization accounting as part of the adjustment to accumulated deficit on the consolidated Balance Sheet and Consolidated Statement of Changes in Stockholders’ Equity and Member's Equity. |
Earnouts
Earnouts | 12 Months Ended |
Dec. 31, 2023 | |
EarnOut Shares [Abstract] | |
Earnouts | (16) Earnouts In connection with the Merger, the Sponsor received the Sponsor Earnout Shares, divided into three classes of Class E common stock; E-1, E-2, and E-3, respectively. All classes of Class E common stock are held by a single party. Upon achieving certain milestones (described below), each share of Class E common stock is automatically converted into shares of the Company’s Class A common stock. For the avoidance of doubt, Class E common stock shares do not have any voting or economic rights, and they represent the right to receive shares of Class A common stock. In addition to the Sponsor Earnout Shares described above, BT HoldCo also issued earnouts (“BT HoldCo Earnout Units”), of which 1,075,061 were issued to the Company and 15,000,000 were issued to BT Assets, Inc. The BT HoldCo Earnout Units issued by BT HoldCo are subject to the same vesting conditions as the Sponsor Earnout Shares. Upon vesting, these units will be automatically exchanged into common units of BT HoldCo. BT HoldCo Earnout Units held by the Company mirror the Sponsor Earnout Shares arrangement as it is intended to maintain the UP-C corporation structure of the consolidated reporting group (i.e., for every Class A common stock share outstanding, the Company will own a corresponding Class A Unit in BT HoldCo). BT HoldCo Earnout Units issued to BT Assets, Inc. will impact the non-controlling interest recognized by the Company when these units vest. The Earnout Shares (both Sponsor Earnout Shares and BT HoldCo Earnout Units) vest as follows: First Earnout Period (seven years from date of Merger): (a) One-third (1/3 rd ) of the Earnout Shares (Class E-1 common stock), if the closing share price of Bitcoin Depot’s Class A common stock, par value $ 0.0001 per share (Class A common stock) equals or exceeds $ 12.00 per share for any 10 trading days within any consecutive 20 trading day period that occurs after the Closing Date; and (b) One-third (1/3 rd ) of the Earnout Shares (Class E-2 common stock), if the closing share price of Class A common stock equals or exceeds $ 14.00 per share for any 10 trading days within any consecutive 20 trading day period. Second Earnout Period (ten years from date of Merger): (a) Remaining Earnout Shares (representing one-third (1/3 rd )) (Class E-3 common stock) if the closing share price of Bitcoin Depot’s Class A common stock equals or exceeds $ 16.00 per share for any 10 trading days within any consecutive 20 trading day period that occurs after the Closing Date. During the year ended December 31, 2023, the market price of the Company's Class A common stock did not exceed required amount per share. Additionally, in accordance with the earnout provisions, the market price of the Company's Class A common stock did not exceed $ 12.00 per share for any 10 trading days within any consecutive 20 trading day period after the Merger to achieve the 1st vesting hurdle. |
Common Stock, Preferred Stock a
Common Stock, Preferred Stock and Stockholders' Equity | 12 Months Ended |
Dec. 31, 2023 | |
Stockholders' Equity Note [Abstract] | |
Common Stock, Preferred Stock and Stockholders' Equity | (17) Common Stock, Preferred Stock and Stockholders’ Equity The Company is authorized to issue seven classes of stock to be designated, respectively, Class A common stock, Class B common stock, Class M common stock, Class O common stock, Class V common stock (together with Class A common stock, Class B common stock, Class M common stock and Class O common stock, the “Voting Common Stock”) and Class E common stock (together with the Voting Common Stock, the “Common Stock”) and Preferred Stock. The total number of shares of capital stock which the Company shall have authority to issue is 2,223,250,000 , divided into the following: As of December 31, 2023 Class A Class B Class M Class O Class V Class E Series A Preferred Shares authorized 800,000,000 20,000,000 300,000,000 800,000,000 300,000,000 2,250,000 50,000,000 Shares outstanding 13,482,047 — — — 44,100,000 1,075,761 3,125,000 Par value $ 0.0001 $ 0.0001 $ 0.0001 $ 0.0001 $ 0.0001 $ 0.0001 $ 0.0001 Class A Common Stock - Holders of Class A common stock are entitled to one vote per share. Any dividends paid to the holders of Class A common stock will be paid on a pro rata basis. On a liquidation event, any distribution to common stockholders is made on a pro rata basis to the holders of the Class A common stock. Class B Common Stock - Holders of Class B common stock are entitled to one vote per share. Dividends shall not be declared or paid on shares of PubCo Class B common stock. On a liquidation event, the holders of shares of PubCo Class B common stock shall not be entitled to receive any assets of PubCo in the event of any such liquidation. Class M Common Stock - Holders of Class M common stock are entitled to ten votes per share. Any dividends paid to the holders of Class M common stock will be paid on a pro rata basis. On a liquidation event, any distribution to common stockholders is made on a pro rata basis to the holders of the Class M common stock. Class O Common Stock - Holders of Class O common stock are entitled to one vote per share. Dividends shall not be declared or paid on shares of PubCo Class O common stock. On a liquidation event, the holders of shares of PubCo Class O common stock shall not be entitled to receive any assets of PubCo in the event of any such liquidation. Class V Common Stock - Class V common stock are voting, non-economic shares and exchangeable, along with common units of BT HoldCo, into Class A common stock. Shares of Class V common stock are convertible into an equivalent number of shares ( one-for-one ) of Class A common stock automatically upon transfer, or the Majority Stockholder ceasing to beneficially own at least 20 % of the voting power represented by the shares in Class V common stock. Class E Common Stock - Class E common stock consists of three series: 750,000 shares of PubCo Class E-1 common stock (which shall not be entitled to vote), 750,000 shares of PubCo Class E-2 common stock (which shall not be entitled to vote), 750,000 shares of PubCo Class E-3 common stock (which shall not be entitled to vote). Dividends shall not be declared or paid on shares of PubCo Class E common stock. On a liquidation event, the holders of shares of PubCo Class E common stock shall not be entitled to receive any assets of PubCo in the event of any such liquidation. Shares of Class E common stock are convertible into an equivalent number of shares ( one-for-one ) of Class A common stock when the reported closing trading price of the common stock exceeds certain thresholds if, from the closing of the Merger until the tenth anniversary thereof, the reported closing trading price of the common stock exceeds certain thresholds and is subject to forfeiture terms. Refer to Note 16 for further discussion regarding the Class E common stock. Series A Preferred Stock In connection with the Merger and PIPE Financing, on June 30, 2023, the Company issued 4,300,000 shares of its Series A Preferred Stock. Holders of the Series A Preferred Stock have no voting rights except in certain matters as described in the Company’s Certificate of Designation. There are no other voting rights associated with the Series A Preferred Stock. The Series A Preferred Stock is only entitled to dividends when and if declared by the Company’s Board of Directors (the "Board"). There is no stated dividend preference. The Series A Preferred Stock participate fully with respect to all distributions and dividends made to the Company’s Class A common stock, including in the event of a liquidation, dissolution, or winding up of the Company. The Series A Preferred Stock is convertible at any time at the option of the holders into Class A common stock at an initial exchange ratio of 1:1, as adjusted for any dilutive events. The Series A Preferred Stock is economically identical to the Company’s Class A common stock and is therefore treated as another class of common stock for reporting purposes (i.e., net income per share calculation), and is classified in permanent equity. During the year ended December 31, 2023, 1,175,000 shares of Series A Preferred Stock were converted to shares of Class A common stock. Registration Statement On September 1, 2023, the Company’s registration statement registering the resale of up to 83,747,027 shares of Class A common stock, up to 43,848,750 shares of Class A common stock underlying Warrants and up to 12,223,750 Warrants to purchase Class A common stock was declared effective. Share repurchase program On September 22, 2023, the Company's Board authorized a share repurchase program pursuant to which the Company is authorized to repurchase up to $ 10.0 million of outstanding shares of its Class A common stock beginning immediately and continuing through and including June 30, 2024. The Company made an accounting policy election to measure the fair value of purchases or sales of securities, including purchases of its own shares as part of the share repurchase program, as of the trade date. As of December 31, 2023, 120,644 shares had been repurchased with a total cost of $ 0.3 million with an average cost per share of $ 2.31 . |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | (18) Income Taxes Income (loss) before provision for income taxes consisted of the following (in thousands): Year ended December 31, 2023 2022 United States $ 2,215 $ 7,784 Non-U.S. ( 696 ) ( 3,843 ) Income before provision for income taxes and non-controlling interest $ 1,519 $ 3,941 Significant components of the provision (benefit) for income taxes for the years ended December 31 are as follows: Year Ended December 31, 2023 2022 Current: Federal $ 959 $ — State 380 647 Foreign — — Total current provision for income taxes 1,339 647 Deferred: Federal ( 800 ) — State ( 121 ) 26 Foreign ( 369 ) ( 278 ) Total deferred provision for income taxes ( 1,290 ) ( 252 ) Total provision for income taxes $ 49 $ 395 Deferred income taxes and liabilities are determined based upon differences between financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. A reconciliation of the income tax expense (benefit) at the statutory federal income tax rates as reflected in financial statements is as follows: Year Ended December 31, 2023 2022 Federal income tax (benefit) at statutory rate 21.00 % 21.00 % State taxes, net of federal benefit ( 37.21 )% 9.88 % Permanent differences 5.27 % 12.30 % Transaction expenses 106.43 % — Stock excise tax 22.08 % — PIPE adjustment 190.66 % — Shaolin fees 12.38 % — R&D credits ( 1.65 )% — Change in valuation allowance 329.50 % 4.53 % Foreign rate differential ( 2.52 )% 4.90 % Return to provision ( 6.48 )% ( 1.53 )% Stock compensation 7.65 % — Non-controlling interest ( 417.17 )% ( 45.74 )% Partnership outside basis adjustments ( 229.62 )% — Global intangible low taxed income 5.35 % — Other ( 2.45 )% 4.31 % Effective tax rate 3.22 % 9.65 % In 2023, the effective tax rate differs from the statutory U.S. federal rate of 21.0% primarily due to the income or loss not being taxed due to the income and loss flowing through to its partners (non-controlling interest), and differences related to the foreign operations, transaction expenses, the PIPE adjustment, posting of the outside partnership basis difference, state taxes, valuation allowance adjustments, and book-tax adjustments relating to share-based compensation. In the 2022, the effective tax rate differs from the statutory U.S. federal rate of 21.0% primarily due to the income or loss not being taxed due to the income and loss flowing through to its partners (non-controlling interest), and permanent differences. Deferred income taxes reflect the net tax effect of temporary differences between the carrying amount of assets and liabilities for financial reporting purposes and the amount used for income tax purposes. Significant components of the Company's deferred tax assets (liabilities) consist of the following: Year Ended December 31, 2023 2022 Deferred tax assets: Foreign net operating loss carryforwards $ 193 $ 122 Accrued expenses 906 — Credits 37 — Investment in partnership 5,169 — Property and equipment 134 101 Start up costs 751 — Deferred issuance costs 59 — Cryptocurrency safeguarding liability 239 — Foreign currency gains and losses — 150 Other 65 31 Deferred tax assets before valuation allowance 7,553 404 Less: Valuation allowance ( 5,169 ) ( 225 ) Deferred tax assets net of valuation allowance $ 2,384 $ 179 Deferred tax liabilities: Foreign currency gains and losses $ ( 171 ) $ — Cryptocurrency safeguarding asset ( 239 ) — Intangibles ( 1,016 ) ( 1,418 ) Deferred tax liabilities ( 1,426 ) ( 1,418 ) Total net deferred tax assets (liabilities) $ 958 $ ( 1,239 ) As of December 31, 2023, the Company had Canada net operating loss carryforwards of $ 0.7 million, which will begin to expire in 2042 , the Company also had capital loss carry forwards of $ 0.1 million which will carry forward indefinitely. The Company’s largest change and deferred tax asset is the Company’s outside basis difference in its investment in BT HoldCo, arising in connection with the umbrella C-corporation structure undertaken as part of the Merger. Management of the Company has evaluated the positive and negative evidence bearing upon the realizability of its deferred tax asset generated from its partnership interest in BT HoldCo. Management determined based on applicable accounting standards and the weight of all available evidence, it was not more-likely-than-not (“MLTN”) that the Company will realize its deferred tax asset for the difference in tax basis in excess of the GAAP basis for its investment in BT HoldCo, as the Company will not realize until its investment is liquidated or sold. Consequently, the Company has established a valuation allowance of $ 5.2 million with respect to its deferred tax asset related to its investment in BT HoldCo. The Company’s change in valuation allowance from 2022 to 2023 was $ 5.2 million. The Company evaluated that the remaining deferred tax assets of $ 2.4 million will be recoverable due to significant taxable income at Bitcoin Depot, Inc. The total liability for unrecognized income tax benefits was approximately $ 0.8 million as of December 31, 2023, of which included less than $ 0.1 million of penalties and interest. The Company recognizes interest accrued and penalties, if applicable, related to unrecognized tax benefits in income tax expense. The Company believes that it is reasonably possible a decrease of up to $ 0.8 million in unrecognized tax benefits, which will occur within the coming 12 months. In accordance with the Company’s adoption of SAB 121, the Company recognized a deferred tax liability on the safeguarded asset and an offsetting deferred tax asset on the safeguarded liability. In the unlikely event of loss or theft to the safeguarded asset, the Company may be obligated to indemnify the customer for the loss, and could result in a change to the net deferred tax asset. As of December 31, 2023, the Company has not recognized any potential loss event and the SAB 121 deferred tax asset and liability are equal and offsetting. The reconciliation below summarizes the Company's unrecognized tax benefits for the respective periods. These amounts primarily relate to state taxes in Texas. Year Ended December 31, 2023 2022 Unrecognized tax benefits beginning of year $ 518 $ — Gross change for current year positions — — Increases for prior period positions 327 518 Decrease for prior period positions — — Decrease due to settlements and payments — — Decrease due to statute limitations — — Unrecognized tax benefits end of the year $ 845 $ 518 The Company is subject to taxation in the United States and various states, and Canada. As of December 31, 2023, tax years for 2022 are subject to examination by the tax authorities. In the normal course of business, the Company is subject to examination by federal, state, and Canadian jurisdictions, where applicable. There are currently no pending tax examinations in the U.S. or Canada. The Company has not received notice of examination by any jurisdictions in the U.S. or Canada. As of December 31, 2023, the Company has made no provision for foreign or domestic income taxes on the cumulative unremitted earnings of our foreign subsidiaries. The Company intends to permanently reinvest all foreign earnings and have no intention to repatriate foreign earnings for the foreseeable future. Tax Receivable Agreement Upon the completion of the Merger, Bitcoin Depot is party to the Tax Receivable Agreement (“TRA”). Under the terms of that agreement, Bitcoin Depot generally will be required to pay BT Assets 85 % of the tax savings, if any, that Bitcoin Depot Inc. realizes, or in certain circumstances is deemed to realize, as a result of certain tax attributes that are created as part of and after the Merger. The payment of cash consideration to BT Assets in connection with the transaction will result in aggregate payments under the Tax Receivable Agreement of approximately $ 0.9 million as of December 31, 2023. This amount does not take into account any future exchanges of BT HoldCo Common Units by BT Assets pursuant to the BT HoldCo Amended and Restated Limited Liability Company Agreement. The future amounts payable, as well as the timing of any payments, under the Tax Receivable Agreement are dependent upon significant future events, including (but not limited to) the timing of the exchanges of BT HoldCo Common Units and surrender of a corresponding number of shares of Bitcoin Depot Class V common stock, the price of Bitcoin Depot Class A common stock at the time of each exchange, the extent to which such exchanges are taxable transactions, the depreciation and amortization periods that apply to any increase in tax basis resulting from such exchanges, the types of assets held by BT HoldCo, the amount and timing of taxable income Bitcoin Depot generates in the future, the U.S. federal inco me tax rate then applicable and the portion of Bitcoin Depot’s payments under the Tax Receivable Agreement that constitute imputed interest or give rise to depreciable or amortizable tax basis. The Company has recognized a Tax Receivable Agreement liability of $ 0.9 million on the Consolidated Balance Sheets as of December 31, 2023. Changes in this liability will be recognized in future periods through the Other (expense) income caption on the Consolidated Statements of Income (Loss) and Comprehensive Income (Loss). |
Share-Based Compensation
Share-Based Compensation | 12 Months Ended |
Dec. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Share-Based Compensation | (19) Share-Based Compensation BitAccess BitAccess maintained a stock option plan for its employees under the Amended and Restated Stock Option Plan, (the “BitAccess Plan”). Pursuant to BitAccess Plan agreement, awards of stock options and restricted stock units (“BitAccess RSUs”) are permitted to be made to employees and shareholders of BitAccess. As of December 31, 2023, all awards under the BitAccess Plan had been issued. The options under the BitAccess Plan generally vest over a two-year period following the one-year anniversary of the date of grant and expire not more than 10 years from the date of grant. A summary of the BitAccess Plan’s stock option activity and related information is as follows: Amount or Weighted-average Weighted-average Weighted-average Outstanding at January 1, 2023 106,938 $ 1.04 8.86 $ 1.13 Granted 39,600 $ 2.86 9.01 $ 3.05 Exercised ( 68,058 ) $ — — $ 4.44 Forfeited ( 34,700 ) $ 2.86 — $ 3.07 Outstanding at December 31, 2023 43,780 $ 2.86 8.60 $ 1.21 Vested and exercisable at December 31, 2023 12,249 $ — — $ 3.10 Amount or Weighted-average Weighted-average Weighted-average Outstanding at January 1, 2022 308,253 $ — 9.55 $ 4.44 Granted 84,380 $ 2.86 9.34 $ 3.10 Exercised ( 240,195 ) $ — — $ 4.44 Forfeited ( 45,500 ) $ 2.86 — $ 3.10 Outstanding at December 31, 2022 106,938 $ 1.04 8.86 $ 1.13 Vested and exercisable at December 31, 2022 1,719 $ — — $ 3.02 The BitAccess RSUs under the BitAccess Plan generally vest over a two-year period beginning following the one-year anniversary of the date of grant and expire not more than 10 years from the date of grant. A summary of the BitAccess Plan’s BitAccess RSU award activity is as follows: Restricted Outstanding at January 1, 2022 237,600 Issued ( 156,458 ) Outstanding at December 31, 2022 81,142 Forfeited ( 25,641 ) Exercised ( 55,501 ) Outstanding at December 31, 2023 — The Company recognized compensation expense of $ 0.7 million and $ 1.2 million during the year ended December 31, 2023 and 2022, respectively, related to the BitAccess Plan. These amounts are included in selling, general and administrative expenses in the consolidated Statements of Income (Loss) and Comprehensive Income (Loss). As of December 31, 2023, there was $ 0.1 million of unrecognized compensation expense related to BitAccess Plan’s unvested share options. 2023 Omnibus Incentive Plan Pursuant to the Incentive Plan the Board is currently authorized to grant awards of Class A Common Stock, incentive stock options, non-statutory stock options, RSUs and restricted stock in an aggregate amount up to 6,029,445 shares of Class A common stock to eligible recipients, as defined in the Incentive Plan. The Company recognized share-based compensation expense under the Incentive Plan of $ 3.4 million for the year ended December 31, 2023. This includes $ 1.6 million in expense related to the 500,000 shares of Class A common stock issued to the Chief Executive Officer at a fair value price of $ 3.23 per share, specified as the Post-Closing Founder Bonus in the Transaction Agreement, and $ 1.8 million associated with time-based RSUs. Share-based compensation expense is included within selling, general and administrative expenses in the consolidated Statement of Income (Loss) and Comprehensive Income (Loss). Time-based RSUs The Company granted 1,473,585 time-based RSUs during 2023 and had unrecognized share-based compensation expense of $ 3.4 million as of December 31, 2023. The 2023 grants were as follows: Employee awards During the year ended December 31, 2023, the Company granted approximately 800,000 RSUs. One-third of these awards will cliff vest in July 2024, and the remaining two-thirds of the awards vest in quarterly installments following the initial cliff vest over the next two years . Additionally, the Company granted 224,000 RSUs, of which one-third of these awards will cliff vest in April 2024, and the remaining two-thirds of the awards vest in quarterly installments following the initial cliff vest over the next two years. Merger close bonus and Board awards In July 2023, as part the close of the Merger, the Company entered into an agreement for a Special Closing Bonus with an executive and another employee, in which the Company granted 241,000 time-based RSUs. These awards vest quarterly over one year from the grant date. Additionally, in conjunction with establishing our Board of Directors, we granted 175,000 time-based RSUs to the Company’s non-employee directors, and these RSUs cliff vest on the first anniversary of the grant date. Phantom Equity Participation Plan The Company had a Phantom Equity Participation Plan dated July 25, 2021 (the “Phantom Plan”) for certain employees. The Phantom Plan awards eligible participants performance units entitling the holder to receive cash payments contingent upon certain qualifying events. The performance units vest according to the terms approved in the Phantom Plan, contingent upon the employee remaining continuously in service with the Company through the date of the qualifying event. During the year ended December 31, 2023 , the Company paid out $ 0.4 million and issued 35,000 RSUs from the 2023 Omnibus Incentive Plan, see below, to settle the Phantom Equity Participation Plan and the related obligation at the closing of the Merger. See 2023 Omnibus Incentive Plan for additional details regarding the issuance. Performance-based RSUs During the year ended December 31, 2023 , the Company has issued approximately 1 million performance-based RSUs, which are related to various Adjusted EBITDA Targets over the next three years. These targets are established by the Compensation Committee on the certification date which will be April 1, 2024, April 1, 2025 and April 1, 2026. As a result, the grant date will be the certification date, and the Company has not recognized any compensation expense associated with the performance awards for the year ended December 31, 2023. Amount of RSUs Weighted-average Outstanding at January 1, 2023 — $ — Granted 1,473,585 $ 3.59 Forfeited ( 52,500 ) $ 3.61 Delivered ( 69,000 ) $ 3.61 Outstanding at December 31, 2023 1,352,085 $ 3.59 |
Net Income (loss) per Share
Net Income (loss) per Share | 12 Months Ended |
Dec. 31, 2023 | |
Earnings Per Share [Abstract] | |
Net Income (loss) per Share | (20) Net Income (loss) per Share The Series A Preferred Stock have similar economic rights to the Class A common stock and management considers them to be in substance common shares for earnings per share (“EPS”) purposes. As a result, the weighted average Series A Preferred Stock outstanding during the period was included in the calculation of weighted average common stock outstanding. No other classes of shares with economic rights were outstanding during the period, and therefore, EPS was not presented for such classes. The Public and Private Warrants were considered in diluted EPS under the treasury stock method, if dilutive. The Class E common stock represents earnout arrangements that are contingently issuable into Class A common stock, and are only considered in the calculation of EPS once the stock price milestones have been achieved. The non-controlling interest was considered in diluted EPS under the if-converted method, if dilutive. The stock compensation expense related to Class A shares has been attributed entirely to Bitcoin Depot Inc. for purposes of the net income (loss) per share calculation within the Consolidated Statements of Income (Loss) and Comprehensive Income (Loss). Additionally, for purposes of the net income (loss) per share calculation, because such amounts pertain to compensation expense that do not affect the net assets of BT HoldCo available for liquidation, they are not further attributed to the non-controlling interest holders under the HLBV method described in Note 11. Management determined that EPS for periods prior to the Merger, was not considered meaningful due to the complexities of determining the weighted average stock outstanding as a result of the recapitalization. Accordingly, the computation of loss per share and weighted average common stock outstanding has only been presented for the period from the date of transaction close through December 31, 2023, as follows: Year Ended Numerator: Net income (loss) attributable to Bitcoin Depot Inc. Including Series A Preferred $ ( 26,102 ) Denominator: Weighted average common stock outstanding - basic and diluted 16,675,529 Net loss per share - Bitcoin Depot Inc. $ ( 1.57 ) The following securities were not included in the computation of diluted shares outstanding because the effect would be anti-dilutive or issuance of such shares is contingent upon the satisfaction of certain conditions which were not satisfied by the end of the period: Class of security Number of PubCo Warrants - Public and Private 43,848,750 PubCo Class E Common Stock - Earnouts Units 1,075,761 BT OpCo Founder Convertible Preferred Units(1)(2) 2,900,000 BT OpCo Exchangeable Non-Controlling Interest(1)(2) 41,200,000 BT OpCo Earnouts Units(1) 15,000,000 2023 Incentive Plan RSU awards 1,352,145 (1) Held at BT Assets and exchangeable into Class A common stock of the Company or cash upon the occurrence of certain conditions. (2) Held at BT Assets and can be exchanged into Class A common stock of t he Company. |
Defined Contribution Plan
Defined Contribution Plan | 12 Months Ended |
Dec. 31, 2023 | |
Defined Contribution Plan [Abstract] | |
Defined Contribution Plan | (21) Defined Contribution Plan The Company sponsors a defined contribution plan under Section 401(k) of the Internal Revenue Code. Employees who are over the age of 21 years are eligible to participate in the plan. Eligible employees may elect to defer a percentage of eligible compensation, which is subject to an annual limit of the lesser of 90 % of eligible compensation or the maximum limit set by the IRS. The Company matches employee contributions up to a maximum of 50 % of the participant’s compensatio n deferral, limited to 6 % of the employee’s compensation. For the year ended December 31, 2023 and 2022, the Company made contributions of $ 0.2 million and $ 0.2 million to the plan. These expenses are included in selling, general and administrative expenses in the consolidated Statements of Income (Loss) and Comprehensive Income (Loss). |
Significant Vendor
Significant Vendor | 12 Months Ended |
Dec. 31, 2023 | |
Disclosure Of Significant Vendor [Abstract] | |
Significant Vendor | (22) Significant Vendor During the year ended December 31, 2022, the Company had a significant vendor from which they purchased substantially all of their BTM kiosks, and from which the Company licensed software which was embedded in the kiosks to facilitate cryptocurrency transactions. As the Company migrated substantially all of its legacy BTM kiosks from this third-party vendor to its BitAccess software platform during 2022, the Company no longer considers this a significant vendor as of December 31, 2022. For the year ended 2022, the Company purchased software services from this significant vendor of $ 2.3 million, which is included in cost of revenue (excluding depreciation and amortization) in the consolidated Statements of Income (Loss) and Comprehensive Income (Loss). |
Leases
Leases | 12 Months Ended |
Dec. 31, 2023 | |
Lessee Disclosure [Abstract] | |
Leases | (23) Leases The Company adopted Topic 842 effective January 1, 2022 using the modified retrospective transition approach. The Company has elected to adopt practical expedients which permits it to not reassess its prior conclusions about lease identification, lease classification and initial direct cost under the new standard. The Company elected not to recognize right-of-use ("ROU") assets and lease liabilities for leases with terms of 12 months or less at lease commencement and do not include an option to purchase the underlying asset that the Company is reasonably certain to exercise. The Company determines if an arrangement is a lease, or contains a lease, primarily by determining if the arrangement conveys to the Company the right to control or use an identified asset. The Company makes this determination at inception of a contract and when the terms of an existing contract are changed. The Company recognizes a lease liability and an ROU asset at the commencement date of each lease. For operating and finance leases, the lease liability is initially measures at the present value of the unpaid lease payments at the lease commencement date. The lease liability is subsequently measured at amortized cost using the effective-interest method. The ROU asset is initially measured at cost, which comprises the initial amount of the lease liability adjusted for lease payments made at or before lease commencement date, plus any initial direct costs incurred less any lease incentives received. Variable payments are included in the future lease payments when those variable payments are included in the future lease payment when those variable payments depend on an index or a rate. The discount rate is the implicit rate, if it is readily determinable, or the Company’s incremental borrowing rate. The Company’s incremental borrowing rate for a lease is the rate of interest it would have to pay on a collateralized basis to borrow an amount equal to the lease payments under similar terms and in a similar economic environment. The Company recognizes lease costs associated with short-term leases on a straight-line basis over the lease term. When contracts contain lease and non-lease components, the Company accounts for both components as a single lease component. On adoption, the Company recognized operating lease liabilities of $ 0.6 million with corresponding ROU assets of $ 0.4 million which is the net of operating lease liabilities on adoption and deferred rent liability of $ 0.2 million at January 1, 2022. In connection with the adoption of ASC Topic 842, the Company reclassified existing capital lease obligations to finance lease obligations, which are presented as current installments of obligations under finance leases and obligation under leases, non-current on the consolidated Balance Sheets. There was no impact on the Statement of Changes in Stockholder's Equity and Member’s Equity for the adoption of Topic 842. Floorspace leases The Company has obligations as a lessee for floorspace. Generally, these leases arrangements meet the short-term lease criteria as the floorspace leases generally are cancellable by the Company with a 30 day or less notice, except for one arrangement. Accordingly, for the leases that are cancellable, the Company has applied the practical expedient that allows the Company to recognize short-term lease payments on a straight-line basis over the lease term on the consolidated Statements of Income (Loss) and Comprehensive Income (Loss). For those floorspace leases that have a noncancellable terms greater than 12 months, we record operating lease right-of-use assets and operating lease liabilities on the Consolidated Balance Sheets. Office space leases The Company has obligations as a lessee for office space under a noncancellable lease arrangement that expires in May 2025, with options to renew up to five years. Payments due under the lease contracts include mainly fixed payments. The lease for the office space is classified as an operating lease in accordance with Topic 842. BTM Kiosk leases The Company has obligations as a lessee for BTM kiosks. The leases for the BTM kiosks are classified as finance leases in accordance with Topic 842 that expire on various dates through June 30, 2026. The BTM kiosk lease agreements are for two or three year terms and include various options to either renew the lease, purchase the kiosks or exercise a bargain option to purchase the kiosk at the end of the term. Certain finance leases are personally guaranteed by the CEO and contain guarantees for return of equipment by the CEO. During the year ended December 31, 2022, the Company amended the various existing lease agreements with a lessor through various amendments. Under these amendments, the Company extended the lease term and revised the purchase option to include a purchase requirement at the end of the lease term. Under the payment schedule, the Company will pay $ 1.9 million of the purchase price over 24 months beginning in January 2023 and will pay the remaining $ 7.0 million under the following payment schedule: (a) $ 1.9 million paid in April 2023; (b) $ 2.5 million paid in July 2023; (c) $ 1.3 million payable in October 2023; and (d) $ 1.3 million payable in January 2024. As a result of the modifications, the Company remeasured its finance lease assets and liabilities on the dates of the modifications. The remeasurement increased net book value of the BTM kiosk by $ 8.9 million and increased the finance liability by $ 9.0 million at December 31, 2022. When the Company purchases the assets at the end of the finance lease, these assets will be amortized over the remaining useful life. During the year ended December 31, 2 023, the Company terminated three ex isting lease arrangement with a lessor and simultaneously entered into a new lease arrangement with a new lessor for 2,050 BTMs. Under this agreement, the new lessor agreed to purchase the BTM’s from the original lessor. Upon the termination of the original agreement, the Company removed the remaining right-of-use asset and the finance lease liability of $ 7.5 million and $5 .7 million respectively and recognized a loss of $ 1.7 million recorded in other (expense) income in the consolidated Statement of Income (Loss) and Comprehensive Income (Loss). The new leases commenced on March 31, 2023, June 30, 2023 or September 30, 2023 and has a three year noncancellable period. Total fixed payments due on an undiscounted basis over the three year noncancellable period of the leases are $ 7.1 million. The Company will acquire the assets for a bargain purchase price of $ 1 at the end of the term. Due to the bargain purchase option, the Company classified the new lease as a finance lease. The Company recognized a finance lease liability of $ 5.7 million discounted at an interest rate implicit in the lease and a corresponding right-of-use asset of $ 5.7 million. In December 2023, the Company entered into a finance agreement with a financing company to facilitate the purchase of 450 BTMs at the end of a lease with a lessor (Note 14) for $ 1.3 million. The Company recorded the cash flow impact of this agreement gross within the investing and financing sections of the consolidated Statements of Cash Flow. The company transferred the remaining $ 1.8 million worth of unamortized cost basis of the kiosk machines- leased to kiosk machines- owned. The Company also transferred certain BTMs recorded as finance leases held with the financing company to kiosk machines – owned of $ 3.0 million in remaining unamortized cost basis and finance lease liabilities to notes payable of $ 1.3 million during the year-ended December 31, 2023. In addition, approximately $ 1.7 million of other finance leases ended during the year with the kiosks assets transferred to the Company. The Company recognized approximately $ 6.5 million net, of non-cash investing and financing activities associated with these agreements during the year ended December 31, 2023. The components of the lease expense are as follows (in thousands): As of December 31, 2023 2022 Finance lease expense: Amortization of right-of-use-assets $ 8,492 $ 13,729 Interest on lease liabilities 3,343 4,872 Total finance lease expense $ 11,835 $ 18,601 Operating lease expense 293 220 Short-term lease expense 34,526 39,765 Total lease expense $ 46,654 $ 58,586 As of December 31, 2023 2022 Other information: Operating cash flows used for finance leases $ ( 3,343 ) $ ( 4,872 ) Operating cash flows used for operating leases $ ( 318 ) $ ( 222 ) Financing cash flows used for finance leases $ ( 14,005 ) $ ( 17,106 ) Year Ended December 31, 2023 2022 Weighted-average remaining lease term - finance leases 1.61 1.96 Weighted-average remaining lease term - operating leases 2.32 2.25 Weighted-average discount rate - finance leases 17.9 % 17.0 % Weighted-average discount rate - operating leases 16.6 % 15.0 % Maturities of the lease liability under the non-cancellable operating lease as of December 31, 2023 are as follows (in thousands): Operating Leases 2024 $ 355 2025 221 2026 120 2027 30 Total undiscounted lease payments 726 Less: imputed interest ( 128 ) Total operating lease liability $ 598 Less: operating lease liabilities, current ( 279 ) Operating lease liabilities, net of current portion $ 319 Maturities of the lease liability under the non-cancellable finance leases as of December 31, 2023 are as follows (in thousands): Finance Leases 2024 $ 7,910 2025 2,518 2026 675 Total undiscounted lease payments $ 11,103 Less: imputed interest ( 1,454 ) Total finance lease liability $ 9,649 Less: current installments of obligations under finance leases ( 6,801 ) Obligations under finance leases, excluding current installments $ 2,848 |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | (24) Commitments and Contingencies Litigation From time to time in the regular course of its business, the Company is involved in various lawsuits, claims, investigations and other legal matters. Except as noted below, there are no material legal proceedings pending or known by the Company to be contemplated to which the Company is a party or to which any of its property is subject. The Company believes that adequate provisions for resolution of all contingencies, claims and pending litigation have been made for probable losses that are reasonably estimable. These contingencies are subject to significant uncertainties and the Company is unable to estimate the amount or range of loss, if any, in excess of amounts accrued. The Company does not believe that the ultimate outcome of these actions will have a material adverse effect on its financial condition but could have a material adverse effect on its results of operations, cash flows or liquidity in a given quarter or year. On January 13, 2023, Canaccord Genuity Corp. (“Canaccord”) commenced proceedings against the Company by filing a claim with the Superior Court of Justice in Toronto, Ontario which named Lux Vending, LLC and Bitcoin Depot LLC as the defendants. Canaccord is a financial services firm in Canada that the Company previously had hired to perform advisory services related to a potential initial public offering in Canada or sales transaction. The claim asserts that Lux Vending, LLC breached the contract by terminating the contract to avoid paying fees for their services and that Canaccord is entitled to $ 23.0 million in damages equivalent to the fees alleged to be payable for breach of contract that would have been owed upon the closing of a transaction to acquire control, the sale of substantially all the Company’s assets, or a merger transaction pursuant to the previously terminated engagement letter for advisory services. Canaccord proposes that the amount of fees would be calculated on the total cash transaction value of the business combination of $ 880.0 million. The claim also seeks an award for legal and other costs relating to the proceeding. Bitcoin Depot does not believe the allegations made against it are valid and intends to vigorously defend against them. The range of potential loss related to the identified claim is between $ 0 and $ 23.0 million, the amount of damages that Canaccord is seeking in the lawsuit. The additional costs mentioned in the claim are not able to be estimated at this time. Financial and tax regulations Legislation or guidance may be issued by U.S. and non-U.S. governing bodies, including Financial Crimes Enforcement Network (“FinCen”) and the Internal Revenue Service (“IRS”), that may differ significantly from the Company’s practices or interpretation of the law, which could have unforeseen effects on our financial condition and results of operations, and accordingly, the related impact on our financial condition and results of operations is not estimable. Prior to 2022, the IRS concluded an examination of the Company related to certain regulatory reporting requirements related to cryptocurrency sales to certain customers. Based on the outcome of the examination, the Company has concluded it is not probable that any fines or penalties will be assessed against the Company. As a result, no accrual has been recorded in the accompanying consolidated financial statements. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2023 | |
Subsequent Events [Abstract] | |
Subsequent Events | (25) Subsequent Events On March 26, 2024, the Company entered into a new amendment to the Amended and Restated Credit Agreement. This amendment provides for an additional principal amount of $ 15.7 million and specifies an exit fee equal to 8.5 % of the additional principal amount, due and payable upon full repayment of the principal. This additional principal amount requires repayments of $ 0.6 million on June 15, 2025, $ 0.8 million on December 15, 2025, and $ 0.9 million on June 15, 2026, with all remaining amounts due upon maturity on June 23, 2026 . As part of the new amendment, the Company recognized expenses of $ 0.5 million upon funding of the additional principal. On March 13, 2024, the Company entered into a binding term sheet with a third-party to acquire kiosks with a total value of approximately $ 4.6 million. The Company intends to establish lease arrangements with third-party lessors as the kiosks become available. The Company expects to receive these kiosk over the next several months. |
Basis of Presentation Summary_2
Basis of Presentation Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2023 | |
Property, Plant and Equipment [Line Items] | |
Basis of Presentation | (a) Basis of Presentation Reverse Recapitalization GSR II Meteora Acquisition Corp. (“GSRM”) was a blank check company incorporated as a Delaware corporation on October 14, 2021, for the purpose of effecting a merger or similar business combination with one or more businesses. On March 1, 2022, GSRM consummated its Initial Public Offering (“IPO”). On August 24, 2022, GSRM entered into a Transaction Agreement, as subsequently amended (the “Transaction Agreement”), by and among GSRM, GSR II Meteora Sponsor LLC (the “Sponsor”), Lux Vending, LLC (dba Bitcoin Depot), and BT Assets, Inc. (“BT Assets”). Prior to the events contemplated in the Transaction Agreement (collectively, the "Merger"), BT Assets was the sole owner and member in Legacy Bitcoin Depot (the "Member"). On June 30, 2023 (the “Closing Date”), Legacy Bitcoin Depot merged with and into Bitcoin Depot Operating, LLC (“BT OpCo”), with BT OpCo surviving the Merger as the post-transaction operating company owned solely by a newly formed entity, BT HoldCo, LLC (“BT HoldCo”) with common units (the “BT HoldCo Common Units”), preferred units (the “BT HoldCo Preferred Units”) and earnout units (the “BT HoldCo Earnout Units”) outstanding and issued to BT Assets. In connection with the Merger, GSRM changed its name to Bitcoin Depot Inc., purchased BT HoldCo Common Units owned by BT Assets and was issued BT HoldCo Earnout Units and warrants issued by BT HoldCo to the Company to purchase a number of BT HoldCo Common Units equal to the number of shares of Class A common stock that may be purchased upon the exercise in full of all Warrants outstanding immediately after the Closing Date (“BT HoldCo Matching Warrants”). The former owners of Legacy Bitcoin Depot (i.e., BT Assets and the owners thereof) were issued 44,100,000 non-economic, super voting shares of Class V common stock in Bitcoin Depot. The Class V common stock held by BT Assets corresponds to units held by BT Assets in BT HoldCo and represents non-controlling interests in the Company, as described in Note 11. Following the Closing Date, the Company is organized under an “Up-C” structure in which the business of the Company is operated by BT HoldCo and its subsidiaries, and Bitcoin Depot’s only material direct asset consists of equity interests in BT HoldCo. At June 30, 2023, the Company had issued and outstanding 12,358,691 common units, 4,300,000 Series A Preferred Units and 43,848,750 warrants in BT HoldCo. Also at June 30, 2023, BT Assets owned 41,200,000 common units, 2,900,000 Founder Preferred Units, 5,000,000 Class 1 Earnout Units, 5,000,000 Class 2 Earnout Units and 5,000,000 Class 3 Earnout Units in BT HoldCo. On the Closing Date, the Company also issued 4,300,000 shares of Series A Convertible Preferred Stock of the Company (the “Series A Preferred Stock”) in connection with the private placement (“PIPE Financing”) discussed in Note 4, and 12,358,691 shares of Class A common stock. Notwithstanding the legal form of the Merger pursuant to the Transaction Agreement, the Merger is accounted for as a reverse recapitalization. The Merger is accounted for as a common control transaction and reverse recapitalization in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”), as BT Assets controls BT OpCo both before and after the transactions. Legacy Bitcoin Depot is determined to be the predecessor and represents a continuation of BT OpCo’s balance sheet and consolidated statement of Income (Loss) and Comprehensive Income (Loss), reflective of the recapitalization of the Merger. As a result of the reverse capitalization accounting, the consolidated assets and liabilities of Legacy Bitcoin Depot are reflected by the Company at their historical cost with no additional goodwill or intangible assets recorded, accompanied by a recapitalization of the equity structure. The Company has reflected the recapitalization within the Consolidated Statements of Changes in Stockholders' Equity and Member's Equity. In connection with the Merger, the Company’s Class A common stock is now listed on the Nasdaq stock market under the symbol BTM and the Warrants to purchase the Class A common stock are listed on the Nasdaq stock market under the symbol BTMWW in lieu of the GSRM Ordinary Shares and GSRM’s warrants, respectively. GSRM’s units automatically separated into the GSRM’s Ordinary Shares and GSRM’s warrants and ceased trading separately on the Nasdaq stock market following the Closing Date. Prior to the Merger, GSRM neither engaged in any operations nor generated any revenue. Until the Merger, based on GSRM’s business activities, it was a shell company as defined under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The consolidated assets, liabilities and results of operations prior to the Merger reflect those of Legacy Bitcoin Depot, which represents the predecessor of the Company. All such references to the Company for periods prior to the Merger refer to the activity of Lux Vending, LLC. The Company consolidates business enterprises that it controls by ownership of a majority voting interest. However, there are situations in which consolidation is required even though the usual condition of consolidation (ownership of a majority voting interest) does not apply. An enterprise must consolidate a Variable Interest Entity (“VIE”) if it is determined to be the primary beneficiary of the VIE. The primary beneficiary has both (a) the power to direct the activities of the VIE that most significantly impact the entity’s economic performance, and (b) the obligation to absorb losses or the right to receive benefits from the VIE that could potentially be significant to the VIE. The Company consolidates all entities that it controls by ownership of a majority voting interest as well as VIEs for which the Company is the primary beneficiary. In connection with the Merger, the Company became the sole managing member of BT HoldCo, which holds all of the Company’s operating subsidiaries, and has the sole authority to make the key operating decisions on behalf of BT HoldCo. As such, the Company determined that BT HoldCo is a VIE and the Company is the primary beneficiary. Accordingly, these consolidated financial statements include the assets, liabilities and results of operations of BT HoldCo. The consolidated financial statements of the Company include the accounts of Bitcoin Depot Inc. and its controlled subsidiaries: BT HoldCo, Bitcoin Depot Operating, LLC, Mintz Assets, Inc., Express Vending, Inc., Intuitive Software, LLC, Digital Gold Ventures, Inc. (“Digital Gold”), and BitAccess Inc. BT HoldCo is a holding company with ownership of Bitcoin Depot Operating, LLC. Bitcoin Depot Operating, LLC is a holding company with ownership of Mintz Assets, Inc. and Intuitive Software, LLC. Mintz Assets, Inc. is a holding company that holds the ownership of Express Vending, Inc. Express Vending, Inc. is a Canadian corporation whose business activities include owning and operating a network of BTM kiosks in Canada. Intuitive Software, LLC is a holding company that holds an 82.14 % equity interest (through its ownership of Digital Gold) in BitAccess Inc., a Canadian corporation. The non-controlling interests held by investors directly in BT HoldCo and BitAccess are presented separately as further discussed in Note 11. Intercompany balances and transactions have been eliminated in consolidation. |
Use of Estimates | (b) Use of Estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the consolidated financial statements, and the reported amounts of revenues and expenses during the reporting period. Estimates are used for, but not limited to, valuation of current and deferred income taxes, the determination of the useful lives of property and equipment, recoverability of intangible assets and goodwill, fair value of long-term debt, present value of lease liabilities and right-of-use assets, assumptions and inputs for fair value measurements used in business combinations and in the transaction, impairments of cryptocurrencies, share-based compensation, and contingencies, including liabilities that the Company deems are not probable of assertion. The Company bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances. Actual results could differ from these estimates. |
Concentration of Credit Risk Arising from Cash Deposits in Excess of Insured Limits | (c) Concentration of Credit Risk Arising from Cash Deposits in Excess of Insured Limits The Company maintains cash in established U.S. and Canadian financial institutions that often will exceed federally insured limits. The Company has not experienced any losses in such accounts that are maintained at the financial institutions. The Company maintains cash balances in its BTMs and in fiat wallets with cryptocurrency exchanges to facilitate the purchase and sale of cryptocurrencies. The cash balances in the BTMs are insured up to a specified limit. From time to time, the Company’s cash balance in the BTMs exceeds such limits. The Company had cash of $ 12.2 million and $ 16.0 million in BTMs at December 31, 2023 and December 31, 2022, respectively. Cash maintained in fiat wallets with cryptocurrency exchanges is not insured. The Company had $ 0.1 million an d $ 2.5 million in cash with crypt ocurrency exchanges as of December 31, 2023 and December 31, 2022, respectively. A significant customer concentration is defined as one from whom at least 10 % of annual revenue is derived. The Company had no significant customer concentration for the year ended December 31, 2023 and 2022. |
Cash and Cash Equivalents | (d) Cash and Cash Equivalents Cash and cash equivalents includes cash maintained at various financial institutions, cryptocurrency exchanges, cash in transit, and cash in BTMs owned and leased by the Company. Cash in transit consists of cash that is picked up by armored truck companies from the Company’s BTM machines but not yet deposited in the Company’s bank accounts. As of December 31, 2023 and December 31, 2022, the Company had cash in transit of $ 5.3 million and $ 7.8 million, respectively. Management evaluates cash in transit based on outstanding cash deposits on cash picked up by the armored truck c ompanies, historical cash deposits and cash that is lost during transit, which is immaterial. The armored truck companies maintain insurance over theft and losses. |
Cryptocurrencies | (e) Cryptocurrencies Cryptocurrencies are a unit of account that function as a medium of exchange on a respective blockchain network, and a digital and decentralized ledger that keeps a record of all transactions that take place across a peer-to-peer network. The Company primarily purchases cryptocurrencies to sell to customers. The Company’s cryptocurrencies consisted primarily of Bitcoin (“BTC”) as of and for the year ended December 31, 2023 and BTC, Litecoin (“LTC”), and Ethereum (“ETH”) as of and for the year ended December 31, 2022. These are collectively referred to as “cryptocurrencies” in the consolidated financial statements. The Company accounts for cryptocurrencies as indefinite-lived intangible assets in accordance with Accounting Standards Codification (“ASC”) 350, Intangibles - Goodwill and Other , and they are recorded on the Company’s consolidated Balance Sheets at cost, less any impairments. The Company has control and ownership of its cryptocurrencies which are stored in both the Company’s proprietary hot wallets and hot wallets hosted by a third-party, BitGo, Inc. The primary purpose of the Company’s operations is to buy and sell Bitcoin using the BTM kiosk network and other services. The Company does not engage in broker-dealer activities. The Company uses various exchanges and liquidity providers to purchase, liquidate and manage its cryptocurrency positions; however, this does not impact the accounting for these assets as intangible assets. Crypto Custody Asset and Safeguarding Liability In accordance with Staff Accounting Bulletin 121 (SAB 121), the Company determined that it has a safeguarding obligation with respect to cryptocurrencies held in third-party operator wallets and in a shared wallet with one of its liquidity providers. The Company has certain obligations to safeguard these assets and/or private keys from loss, theft, or other misuse. The Company has adopted measures to safeguard crypto assets it secures, including establishing security around private key management to minimize the risk of theft or loss. The Company measures the safeguarding obligation liability initially and subsequently at the fair value of the digital asset per the principal market in accordance with ASC 820, Fair Value Measurement , at midnight UTC on the last day of the reporting period. The custody asset is measured in the same manner, however, the carrying amount may be adjusted to reflect any actual or potential safeguarding loss events, such as those resulting from fraud or theft. Impairment Because the Company’s cryptocurrencies are accounted for as indefinite-lived intangible assets, the cryptocurrencies are tested for impairment annually or more frequently if events or changes in circumstances indicate it is more likely than not that the asset is impaired in accordance with ASC 350. The Company has determined that a decline in the quoted market price below the carrying value at any time during the assessed period is viewed as an impairment indicator because the cryptocurrencies are traded in active markets where there are observable prices. Therefore, the fair value is used to assess whether an impairment loss should be recorded. If the fair value of the cryptocurrency decreases below the initial cost basis or the carrying value during the assessed period, an impairment charge is recognized at that time in cost of revenue (excluding depreciation and amortization). After an impairment loss is recognized, the adjusted carrying amount of the cryptocurrency becomes its new accounting basis and this new cost basis will not be adjusted upward for any subsequent increase in fair value. For purposes of measuring impairment on its cryptocurrencies, the Company determines the fair value of its cryptocurrency on a non-recurring basis in accordance with ASC 820, Fair Value Measurement, based on quoted (unadjusted) prices on an active exchange in the United States that the Company has determined is its principal market (Level 1 inputs). The Company purchases cryptocurrencies, which are held in the Company’s hot wallets, on a just-in-time basis to facilitate sales to customers and mitigate exposure to volatility in cryptocurrency prices. After June 30, 2022, the Company only sells its cryptocurrencies to its customers from its BTM kiosks and BDCheckout locations in exchange for cash, for a prescribed transaction fee applied to the current market price of the cryptocurrency at the time of the transaction, plus a predetermined markup. When the cryptocurrency is sold to customers, the Company relieves the adjusted cost basis of its cryptocurrency, on a first-in, first-out basis within cost of revenue (excluding depreciation and amortization). In the fourth quarter of 2022, the Company discontinued the sale of ETH and LTC to its customers. During the year ended December 31, 2021, the Company purchased quantities of cryptocurrencies in excess of expected sales and began selling these cryptocurrencies to customers, on exchange or distributing to the Member during the year ended December 31, 2022. Upon disposition, the Company relieved the adjusted cost basis of the cryptocurrencies with any gains recorded to cost of revenue (excluding depreciation and amortization). The related cash flows from purchases and sales of cryptocurrencies are presented as cash flows from operating activities on the consolidated Statements of Cash Flows. See Notes 2(i) and 2(j) to the consolidated financial statements for further information regarding the Company’s revenue recognition and cost of revenue related to the Company’s cryptocurrencies. |
Property and Equipment | (f) Property and Equipment Property and equipment are stated at cost, less accumulated depreciation. Finance leases for kiosk machines are stated at the present value of the future minimum lease payments, less accumulated depreciation. Expenditures for maintenance and repairs are expensed as incurred. The cost of assets sold, retired, or otherwise disposed of, and the related accumulated depreciation are eliminated from their respective accounts and any resulting gain or loss is recognized in the consolidated Statements of Income (Loss) and Comprehensive Income (Loss) upon disposition. Depreciation of property and equipment is determined using the straight-line method over the estimated useful lives of the assets, which are as follows: Furniture and fixtures 7 years Leasehold improvements Lesser of estimated useful life or life of the lease Kiosk machines - owned 5 years Kiosk machines - leased 2 - 5 years Vehicles 5 years Depreciation expense for the year ended December 31, 2023 and 2022 totaled $ 11.3 million , and $ 17.3 million, respectively. |
Impairment of Long-Lived Assets | (g) Impairment of Long-Lived Assets Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset group may not be fully recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of the asset group to its fair value, which is normally determined through analysis of the future net cash flows expected to be generated by the asset group. If such asset group is considered to be impaired, the impairment to be recognized is measured by the amount that the carrying amount of the asset group exceeds the fair value of the asset group. There were no impairments of long-lived assets for the year ended December 31, 2023 and 2022. |
Goodwill and Intangible Assets, net | (h) Goodwill and Intangible Assets, net Goodwill represents the excess of the consideration transferred over the estimated fair value of the acquired assets, assumed liabilities, and any non-controlling interest in the acquired entity in a business combination. The Company tests for impairment at least annually, or more frequently if an event occurs or circumstances change that would more likely than not reduce the fair value of the reporting unit below its carrying value. The Company performs their annual test for impairment as of December 31 at the reporting unit level. There was no impairment of goodwill for the year ended December 31, 2023 and 2022. Intangible assets, net consist of tradenames, customer relationships, and software applications. Intangible assets with finite lives are amortized over their estimated lives and evaluated for impairment when an event or change in circumstances occurs that warrants such a review. Management periodically evaluates whether changes to estimated useful lives of intangible assets are necessary to ensure its estimates accurately reflect the economic use of the related intangible assets. |
Revenue Recognition | (i) Revenue Recognition BTM Kiosks, BDCheckout and OTC Revenue is principally derived from the sale of cryptocurrencies at the point-of-sale on transactions initiated by customers. These customer-initiated transactions are governed by terms and conditions agreed to at the time of each point-of-sale transaction and do not extend beyond the transaction. The Company charges a fee at the transaction level. The transaction price for the customer is the price of the cryptocurrency, which is based on the exchange value at the time of the transaction, plus a markup, and a flat fee. The exchange value is determined using real-time exchange prices and the markup percentage is determined by the Company and depends on the current market, competition, the geography of the location of the sale, and the method of purchase. The Company’s revenue from contracts with customers is principally comprised of a single performance obligation to provide cryptocurrencies when customers buy cryptocurrencies at a BTM kiosk, through BDCheckout or directly via an OTC trade. The Company discontinued its OTC sales in June 2022. BDCheckout sales are similar to sales from BTM kiosks in that, customers buy cryptocurrencies with cash; however, the BDCheckout transactions are completed at the checkout counter of retail locations, initiated using the Bitcoin Depot mobile app instead of through the BTM kiosks. OTC sales were initiated and completed through the Company’s website. Regardless of the method by which the customer purchases the cryptocurrency, the Company considers its performance obligation satisfied when control of the cryptocurrency is transferred to the customer, which is at the point in time the cryptocurrency is transferred to the customer’s cryptocurrency wallet and the transaction is validated on the blockchain. The typical processing time for the Company's transactions with customers is 30 minutes or less. Through December 31, 2022, for reasons of operational practicality, the Company applied an accounting convention at period-ends to use the date of the transaction, which corresponded to the timing of the cash received, for purposes of recognizing revenue. The net impact from this accounting convention was a $ 0.1 million increase in revenue for the year ended December 31, 2022 . Contract liabilities are amounts received from customers in advance of the Company transferring the cryptocurrencies to the customer’s wallet and the transaction validated on the blockchain. Contract liabilities are presented in “Deferred revenue” on the consolidated Balance Sheet as of December 31, 2023 are not material. Judgment is required in determining whether the Company is the principal or the agent in transactions with customers. The Company evaluates the presentation of revenue on a gross or net basis based on whether it controls the cryptocurrency before control is transferred to the customer (gross) or whether it acts as an agent by arranging for other customers on the platform to provide the cryptocurrency to the customer (net). The Company controls the cryptocurrency before it is transferred to the customer, has ownership risk related to the cryptocurrency (including market price volatility), sets the transaction fee to be charged, and is responsible for transferring the cryptocurrency to the customer upon purchase. Therefore, the Company is the principal in transactions with customers and presents revenue and cost of revenue (excluding depreciation and amortization) from the sale of cryptocurrencies on a gross basis. In a limited number of BTM kiosks, the Company has technology that allows customers to sell their cryptocurrencies to the Company. In these limited cases, the Company receives the customer’s cryptocurrencies in the Company’s hot wallet, and the kiosk dispenses U.S. Dollar (“USD”) to the selling customer. Because all orders are processed within a very short time frame (typically within minutes), no orders are pending when the customer receives cash upon completion of the transaction at the kiosk. Transaction fee revenue is recognized at the time the cash is dispensed to the customer. The cryptocurrencies are initially recorded at cost. Subsequently, they are measured at cost, net of any impairment losses incurred since acquisition, and reflected in Cryptocurrencies on the consolidated Balance Sheets. Software Services The Company, through its subsidiary BitAccess, generates revenue from contracts with third-party BTM operators to provide software services that enables these customers to operate their own BTM kiosks and facilitate customer cash-to-cryptocurrency transactions. In exchange for these software services, the Company earns a variable fee equal to a percentage of the cash value of the transactions processed by the kiosks using the software during the month, paid in BTC. The Company has determined that the software services are a single, series performance obligation to provide continuous access to the transaction processing system that is simultaneously provided to and consumed by the customer. Each day of the service periods comprises a distinct, stand-ready service that is substantially the same and with the same pattern of transfer to the customer as all the other days. The Company allocates the variable service fees earned to each distinct service period on the basis that (a) each variable service fee earned relates specifically to the entity’s efforts to provide the software services during that period and (b) allocation of the variable fee entirely to the distinct period in which the transaction giving rise to the fee occurred is consistent with the allocation objective in ASC 606. Accordingly, the Company allocates and recognizes variable software services revenue in the period in which the transactions giving rise to the earned variable fee occur. BitAccess also generates revenue by selling kiosk hardware to BTM operators in exchange for cash. Hardware revenue is recognized at a point-in-time when the hardware is shipped to the customer and control is transferred to the customer. When customers pay in advance for the kiosk hardware, the Company records deferred revenue until the hardware is delivered and control is transferred to the customer. Hardware and software services are generally sold separately from each other and are distinct from each other. The Company has considered whether its contracts with BitAccess customers for software services are themselves derivative contracts or contain an embedded derivative in accordance with ASC 815 - Derivatives and Hedging , because the Company elects to receive BTC as payment for these software fees. The Company determined that the contracts are not themselves derivative contracts in their entirety but do contain an embedded derivative for the right to receive the USD denominated receivable in BTC as settlement. Due to the immaterial amount of BTC not received as settlement of receivables from customers at each month end, the fair value of the embedded derivative was determined to be de minimis. |
Cost of Revenue (excluding depreciation and amortization) | (j) Cost of Revenue (excluding depreciation and amortization) The Company’s cost of revenue consists primarily of direct costs related to selling cryptocurrencies and operating the Company’s network of BTM kiosks. The cost of revenue (excluding depreciation and amortization) caption includes cryptocurrency expenses, floorspace expenses, and kiosk operations expenses. Cryptocurrency expenses Cryptocurrency expenses include the cost of cryptocurrencies, fees paid to obtain cryptocurrencies, impairment of cryptocurrencies, gains on sales of cryptocurrencies on exchange, fees paid to operate the third-party software on the BTM kiosks, and fees paid to transfer cryptocurrencies to customers. Floorspace lease expenses Floorspace lease expenses include lease expenses for floorspace leases related to the placement of BTM kiosks. Kiosk Operations expenses Kiosk operations expenses include the cost of kiosk repair and maintenance and the cost of armored trucks to collect and transport cash deposited into the BTM kiosks. The Company presents cost of revenue in the consolidated Statements of Income (Loss) and Comprehensive Income (Loss) exclusive of depreciation related to BTM kiosks and amortization of intangible assets related to software applications, tradenames and customer relationships. |
Advertising | (k) Advertising The Company expenses advertising costs as incurred. Advertising expenses were $ 5.6 million and $ 4.2 million for the year ended December 31, 2023 and 2022, respectively. Amounts are included in selling, general and administrative expenses in the consolidated Statements of Income (Loss) and Comprehensive Income (Loss). |
Foreign Currency | (l) Foreign Currency The functional currency of the Company is the USD. The functional currency of Express Vending, Inc. is the Canadian Dollar. All revenue, cost and expense accounts recorded in foreign currencies are translated at an average of exchange rates in effect during the period. Assets and liabilities recorded in foreign currencies are translated at the exchange rate as of the balance sheet date. The resulting translation adjustments are recorded as a separate component of Stockholders’ and Member’s Equity, identified as accumulated other comprehensive loss. As a result of the integration of BitAccess (the Company’s controlled Canadian subsidiary) during 2022, the Company determined that the functional currency of BitAccess was the USD. |
Income Taxes | (m) Income Taxes Bitcoin Depot Inc. is treated as a corporation for federal income tax purposes. BT HoldCo is treated as a partnership for federal income tax purposes. Bitcoin Depot Operating, LLC is a Single-Member Limited Liability Company and owned by BT HoldCo and with the consent of BT HoldCo, has elected under the Internal Revenue Code and similar state statutes to be a disregarded entity. In lieu of federal corporate income taxes, Bitcoin Depot Operating, LLC reflects its operating results on BT HoldCo’s federal tax return as a division of the partnership. As such, there were no federal income taxes for these entities. Mintz Assets, Inc., is treated as a corporation for federal income tax purposes. Intuitive Software, LLC., and its wholly owned subsidiary, Digital Gold, are treated as corporations for federal income tax purposes. BitAccess Inc., and Express Vending, Inc., are each taxed as Canadian corporations. For the year ended December 31, 2023 and 2022, there was no activity for Mintz Assets, Inc., Intuitive Software, LLC and Digital Gold. As such, there were no federal income taxes for these entities. Deferred taxes are recognized for future tax consequences attributable to differences between the consolidated financial statement carrying amounts of existing assets and liabilities and their respective tax basis and net operating loss carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect of any tax rate change on deferred taxes is recognized in the period that includes the enactment date of the tax rate change. Realization of deferred tax assets is assessed on an annual basis and, unless a deferred tax asset is more likely than not to be utilized, a valuation allowance is recorded to write down the deferred tax assets to their net realizable value. In assessing the realizability of deferred income tax assets, management considers whether it is more-likely-than-not that some portion or all of the deferred income tax assets will be realized. The ultimate realization of deferred income tax assets is dependent upon the generation of future taxable income during the periods in which those deductible temporary differences reverse. Management considers the scheduled reversal of deferred income tax liabilities, projected future taxable income, and tax planning strategies in making this assessment. For uncertain income tax positions, the Company uses a more-likely-than-not recognition threshold based on the technical merits of the income tax position taken. Income tax positions that meet the more-likely-than-not recognition threshold are measured in order to determine the tax benefit recognized in the financial statements. The Company recognizes accrued interest related to unrecognized tax benefits as part of income tax expense. Penalties, if incurred, are recognized as a component of income tax expense. The Global Intangible Low-taxed Income (GILTI) is a provision that was introduced by the Tax Cuts and Jobs Act. U.S. shareholders, who are domestic corporations, of controlled foreign corporations (CFCs) are eligible for up to an 80 % deemed paid foreign tax credit (FTC) and a 50 % deduction of the current year inclusion with the full amount of the Section 78 gross-up subject to limitation. This provision was effective for tax years of foreign corporations beginning after December 31, 2017. The Company has evaluated whether it has additional provision amount resulting from the GILTI inclusion on current earnings and profits of its foreign controlled corporations. The Company has made an accounting policy choice of treating taxes due on future U.S. inclusions in taxable amount related to GILTI as a current period expense when incurred. Amounts related to the GILTI inclusion are not material. |
Fair Value of Financial Instruments | (n) Fair Value of Financial Instruments Certain assets and liabilities are reported or disclosed at fair value. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date in the Company’s principal market for such transactions. If the Company has not established a principal market for such transactions, fair value is determined based on the most advantageous market. The Company uses a three-level hierarchy that prioritizes fair value measurements based on the types of inputs used for the various valuation techniques. The three levels of the fair value hierarchy are described below: • Level 1: Quoted (unadjusted) prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities. • Level 2: Inputs other than quoted prices that are either directly or indirectly observable, such as quoted prices in active markets for similar assets or liabilities, quoted prices for identical or similar assets or liabilities in inactive markets, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. • Level 3: Inputs that are generally unobservable, supported by little or no market activity, and typically reflect management’s estimates of assumptions that market participants would use in pricing the asset or liability. The categorization of an asset or liability within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement. The valuation techniques used by the Company when measuring fair value maximize the use of observable inputs and minimize the use of unobservable inputs. |
Share-Based Compensation | (o) Share-Based Compensation BitAccess The Company maintains an equity award plan under which the officers and employees of BitAccess were awarded various types of share-based compensation, including options to purchase shares of BitAccess common stock and restricted stock units. For stock options, share-based compensation expense is based on the fair value of the awards on the date of grant, as estimated using the Black-Scholes option pricing model. The model requires management to make a number of assumptions, including the fair value and expected volatility of BitAccess' underlying BitAccess common stock price, expected life of the option, risk-free interest rate, and expected dividend yield. The fair value of the underlying stock is estimated the fair value of BitAccess common stock on the date of grant. The expected stock price volatility assumption for BitAccess' stock is determined by using a weighted average of the historical stock price volatility of comparable companies from a representative peer group, as BitAccess stock is not actively traded. The Company uses historical exercise information and contractual terms of options to estimate the expected term. The risk-free interest rate for periods within the expected life of the option is based on the U.S. Treasury zero coupon bonds with terms consistent with the expected term of the award at the time of grant. The expected dividend yield assumption is based on BitAccess’ history and expectation of no dividend payouts. 2023 Omnibus Incentive Plan In conjunction with the close of the Transaction the Company established the Bitcoin Depot Inc. 2023 Omnibus Incentive Plan (the “Incentive Plan”) under which officers, directors, and employees may be awarded various types of share-based compensation, including but not limited to, restricted stock, stock options, and restricted stock units. Under the Incentive Plan, the Company has granted time-based and issued performance-based restricted stock units ("RSUs"). The Company recognizes compensation expense for the RSUs in accordance with ASC 718 - Compensation - Stock Compensation, ("ASC 718"). For RSUs, share-based compensation expense is based on the fair value of the Company’s Class A common stock at the closing price on the day before the date of grant. Share-based compensation expense associated with time-based RSUs is recognized on a straight-line basis over the award’s requisite service period (generally the vesting period). Share-based compensation expense associated with performance-based RSUs is determined based on the number of performance-based RSUs that are earned based on the Company's achievement of certain adjusted EBITDA targets that are determined and approved by the Company's Compensation Committee at its sole discretion. Forfeitures of awards granted under the Incentive Plan are accounted for at the time the forfeiture occurs. |
Segment Reporting | p) Segment Reporting Operating segments are defined as components of an entity for which separate financial information is available and that is regularly reviewed by the Chief Operating Decision Maker (the “CODM”) in deciding how to allocate resources to an individual segment and in assessing performance. The Company’s Chief Executive Officer is the Company’s CODM. The CODM reviews financial information presented on a global, consolidated basis for purposes of making operating decisions, allocating resources, and evaluating financial performance. As such, the Company has determined that it operates as one operating segment and one reportable segment, and substantially all of the Company's revenues and long-lived assets are located in the U.S. |
Litigation | (r) Litigation The Company assesses legal contingencies in accordance with ASC 450 - Contingencies and determines whether a legal contingency is probable, reasonably possible or remote. When contingencies become probable and can be reasonably estimated, the Company records an estimate of the probable loss. When contingencies are considered probable or reasonably possible but cannot be reasonably estimated, the Company discloses the contingency when the probable or reasonably possible loss could be material. Legal costs are expensed in the period in which the costs are incurred. |
Earnouts | (s) Earnouts At the closing of the Merger, GSRM received a total of 1,075,761 earnout shares (“Sponsor Earnout Shares”) in the form of Class E common stock of the Company. In current form, the Sponsor Earnout Shares are represented by the Company’s Class E-1, E-2, and E-3 common stock, each class comprising of one-third (1/3) of the total Sponsor Earnout Shares, or 358,587 shares each. Class E-1 Shares automatically convert to Class A common stock if during the seven-year period following the closing of the Merger, the Company’s stock price is greater than $ 12.00 over 10 trading days (which may be consecutive or not consecutive) within any 20 consecutive trading days (“First Milestone”). Class E-2 and Class E-3 are subject to similar milestones. The “Second Milestone” is reached when the Company’s stock price is greater than $ 14.00 per share over any 10 trading days (which may be consecutive or not consecutive) within any 20 consecutive trading days during the seven-year period following the Merger. The “Third Milestone” has a threshold of $ 16.00 per share over any 10 trading days (which may be consecutive or not consecutive) within any 20 consecutive trading days during the 10-year period following the Merger. In addition to the Sponsor Earnout Shares, certain owners of BT HoldCo are entitled to receive an additional 15,000,000 BT HoldCo Earnout Units (“BT Earnout”). The BT Earnout is structured similarly to the Sponsor Earnout Shares with consistent milestones and vesting conditions. The Company evaluated the Sponsor Earnout Shares and BT HoldCo Earnout Shares under ASC 815-40, Derivatives and Hedging—Contracts in Entity’s Own Equity , and concluded equity classification is appropriate. As equity-classified contracts, the Sponsor Earnout Shares are not subject to remeasurement provided the conditions for equity-classification continue to be met. The Sponsor Earnout Shares have been recorded in connection with the reverse recapitalization accounting as part of the adjustment to accumulated deficit due to the absence of additional paid in capital. In connection with the Merger, the BT Earnout will be settled in Common Units which represent non-controlling interest, to be measured under the hypothetical liquidation at book value method, as described further in Note 11. |
Warrants | (t) Warrants In connection with the Merger, the Company assumed a total of 43,848,750 Warrants, consisting of 31,625,000 Public Warrants and 12,223,750 Private Placement Warrants issued by GSRM which continue to be outstanding following the Merger. The outstanding Warrants are accounted for as freestanding equity contracts and are classified in equity under ASC 815-40, Derivatives and Hedging—Contracts in Entity’s Own Equity. |
Emerging Growth Company Status | (u) Emerging Growth Company Status The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”), as modified by the Jumpstart our Business Startups Act of 2012, (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act and reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements. |
Common Class A [Member] | |
Property, Plant and Equipment [Line Items] | |
Net Income Per Share Attributable to Class A Common Stock | (q) Net Income Per Share Attributable to Class A Common Stock Basic earnings per share of Class A common stock is computed by dividing net income attributable to the Company by the weighted-average number of shares of Class A common stock outstanding during the same period. Diluted net income per share of Class A common stock is computed by dividing net income attributable to the Company by the weighted-average number of shares of Class A common stock outstanding adjusted to give effect to potentially dilutive securities. Potential shares of common stock consist of incremental shares issuable upon the assumed exercise of stock options and warrants, vesting of RSUs, vesting of Class E common stock and Class V common stock and conversion of the Company’s preferred stock, as applicable. Net income per share is not presented for periods prior to the Merger as such amounts would not be meaningful to users of the financial statements because the equity structure materially changed in connection with the Merger. |
Basis of Presentation Summary_3
Basis of Presentation Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Schedule Of Depreciation Of Property Plant And Equipment | Depreciation of property and equipment is determined using the straight-line method over the estimated useful lives of the assets, which are as follows: Furniture and fixtures 7 years Leasehold improvements Lesser of estimated useful life or life of the lease Kiosk machines - owned 5 years Kiosk machines - leased 2 - 5 years Vehicles 5 years |
Merger (Tables)
Merger (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Merger [Abstract] | |
Schedule Of transaction funding, sources and uses of cash, and merger related earn-outs and warrants (Detail) | The following summarizes the elements of the Merger to the consolidated Statement of Cash Flows, including the transaction funding, sources and uses of cash (in thousands): As of June 30, 2023 Cash - GSR II Meteora Acquisition Corp Trust $ 332,102 Less: GSRM transactions cost paid from Trust(1) ( 25,958 ) Less: Purchase of BT HoldCo common units from BT Assets ( 10,066 ) Less: Redemptions of existing shareholders of GSRM ( 292,735 ) Net proceeds from GSRM shareholders 3,343 Assumed net liabilities from GSRM, excluding net cash proceeds ( 6,850 ) Net Impact of the Merger on the Statement of Changes in $ ( 3,507 ) (1) Transaction costs paid from the GSRM trust account include $ 18.7 million of non-redemption payments, $ 4.9 million of other transaction-related expenses and $ 2.4 million of franchise and income taxes, all of which were recorded by GSRM. |
Revenue (Tables)
Revenue (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Disaggregation of Revenue [Abstract] | |
Summary of revenue disaggregated by revenue stream | Revenue disaggregated by revenue stream is as follows (in thousands): Year Ended December 31, 2023 2022 BTM Kiosks $ 686,314 $ 639,965 BD Checkout 1,149 692 OTC — 2,080 Company Website 879 173 Software Services 575 3,185 Hardware Revenue 50 735 Total Revenue $ 688,967 $ 646,830 |
Cost of Revenue (Tables)
Cost of Revenue (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Cost of Goods and Service, Excluding Depreciation, Depletion, and Amortization [Abstract] | |
Summary of cost of revenue (excluding depreciation and amortization) | The following table presents cost of revenue (excluding depreciation and amortization) by category (in thousands): Year Ended December 31, 2023 2022 Cryptocurrency expenses $ 534,234 $ 519,347 Floorspace lease expenses 34,616 39,765 Kiosk operations expenses 19,088 15,423 Total Cost of Revenue (excluding depreciation and $ 587,938 $ 574,535 |
Summary of components of cryptocurrency expenses | The following table presents the components of cryptocurrency expenses (in thousands): Year Ended December 31, 2023 2022 Cost of Cryptocurrency (1) - BTM Kiosk $ 532,356 $ 513,951 Cost of Cryptocurrency (1) - OTC — 1,958 Cost of Cryptocurrency (1) - BDCheckout 985 595 Software Processing Fees 280 2,519 Exchange Fees 22 119 Mining Fees 575 195 Software Processing Fee - BDCheckout 16 10 Total cryptocurrency expenses $ 534,234 $ 519,347 (1) Cost of Cryptocurrency includes impairm ent losses recognized on cryptocurrencies net of any gains recognized from sales of cryptocurrencies on an exchange. Impairment of $ 7.7 million and $ 6.8 million were offset by $ 0.1 million and $ 2.3 million gains from the sale of cryptocurrencies on exchange for the year ended December 31, 2023 and 2022, respectively. |
Summary of reconciles amounts excluded from the cost of revenue | The following table reconciles amounts excluded from the cost of revenue (excluding depreciation and amortization) caption in the consolidated Statements of Income (Loss) and Comprehensive Income (Loss) included in total depreciation and amortization expense in the consolidated Statements of Income (Loss) and Comprehensive Income (Loss) for the period presented (in thousands): Year Ended December 31, 2023 2022 Depreciation of owned BTM kiosks $ 2,447 $ 3,474 Depreciation of leased BTM kiosks 8,492 13,729 Amortization of intangible assets 1,516 1,514 Total depreciation and amortization excluded from cost of $ 12,455 $ 18,717 Other depreciation and amortization included in operating 333 66 Total depreciation and amortization $ 12,788 $ 18,783 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Fair Value Disclosures [Abstract] | |
Summary of estimated fair value and level of the contingent consideration liability | The following table presents the changes in the estimated fair value and level of the contingent consideration liability, as of: (in thousands): Level 1 Level 2 Level 3 Beginning balance - January 1, 2022 $ — $ — $ 2,879 Change in fair market value — — 962 Payment — — ( 2,000 ) Transfer out — — ( 1,841 ) Transfer in 1,841 — — Ending balance - December 31, 2022 1,841 — — Change in fair market value 159 — — Payment ( 2,000 ) — — Ending balance - December 31, 2023 $ — $ — $ — |
Prepaid and Other Current Ass_2
Prepaid and Other Current Assets (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Prepaid Expense and Other Assets, Current [Abstract] | |
Schedule of Prepaid and Other Current Assets | The following table presents Prepaid and other current assets (in thousands): As of December 31, 2023 2022 Prepaid expenses $ 2,334 $ 1,328 Cryptocurrency safeguarding asset 3,040 — Other current assets 1,180 687 Prepaid expenses and other current assets $ 6,554 $ 2,015 |
Accrued Expenses and Other Cu_2
Accrued Expenses and Other Current Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Accrued Liabilities and Other Liabilities [Abstract] | |
Schedule of Accrued Expenses and Other Current Liabilities | The following table presents Accrued expenses and other current liabilities (in thousands): As of December 31, 2023 2022 Payables to liquidity providers $ 5,143 $ 1,665 Cryptocurrency safeguarding liability 3,040 — Earnout liability — 1,841 Accrued expenses 13,362 7,803 Accrued expenses and other current liabilities $ 21,545 $ 11,309 |
Non-controlling Interests (Tabl
Non-controlling Interests (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Noncontrolling Interest [Abstract] | |
Summary of Changes in the Balances Non-controlling Interests | The following table presents the changes in the balances of non-controlling interests for the year ended December 31, 2022 and December 31, 2023 (in thousands): BitAccess BT HoldCo Total Beginning balance January 1, 2022 $ 1,432 $ — $ 1,432 Stock compensation 1,230 — 1,230 Net (loss) ( 432 ) — ( 432 ) Ending balance December 31, 2022 $ 2,230 $ — $ 2,230 Distributions — ( 2,294 ) ( 2,294 ) Stock compensation 702 — 702 Foreign currency translation — 17 17 Recapitalization — 9,866 9,866 Net (loss) income ( 225 ) 14,891 14,666 Ending balance December 31, 2023 $ 2,707 $ 22,480 $ 25,187 |
Cryptocurrencies (Tables)
Cryptocurrencies (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Summary of carrying values of cryptocurrencies | The carrying values of cryptocurrencies were the following at December 31, 2023 and December 31, 2022 (in thousands): Cryptocurrency 2023 2022 BTC $ 711 $ 523 ETH 1 9 LTC — 8 $ 712 $ 540 |
Summary of the adjusted cost basis of cryptocurrencies | The following tables present additional information about the adjusted cost basis of cryptocurrencies (in thousands): BTC ETH LTC Total Beginning balance—January 1, 2023 $ 523 $ 9 $ 8 $ 540 Purchase or receipts of cryptocurrency 534,947 4 3 534,954 Cost of cryptocurrencies sold or distributed ( 527,036 ) ( 12 ) ( 11 ) ( 527,059 ) Impairment of cryptocurrencies ( 7,723 ) — — ( 7,723 ) Balance—December 31, 2023 $ 711 $ 1 $ — $ 712 BTC ETH LTC Total Beginning balance—January 1, 2022 $ 563 $ 5,988 $ 6 $ 6,557 Purchase or receipts of cryptocurrency 520,487 2,423 2,510 525,420 Cost of cryptocurrencies sold or distributed ( 513,750 ) ( 8,395 ) ( 2,471 ) ( 524,616 ) Impairment of cryptocurrencies ( 6,777 ) ( 7 ) ( 37 ) ( 6,821 ) Balance—December 31, 2022 $ 523 $ 9 $ 8 $ 540 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets, net (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of finite-lived intangible assets | Intangible assets, net were comprised of the following at December 31, 2023 (in thousands, except for weighted-average period): Estimated Cost Accumulated Net Remaining Tradenames 5 years $ 1,233 $ ( 609 ) $ 624 2.53 Customer relationships 5 years 2,574 ( 1,271 ) 1,303 2.53 Software applications 5 years 3,771 ( 1,862 ) 1,909 2.53 $ 7,578 $ ( 3,742 ) $ 3,836 Intangible assets, net were comprised of the following at December 31, 2022 (in thousands, except for weighted-average period): Estimated Cost Accumulated Net Remaining Tradenames 5 years $ 1,233 $ ( 363 ) $ 870 3.54 Customer relationships 5 years 2,574 ( 756 ) 1,818 3.54 Software applications 5 years 3,771 ( 1,108 ) 2,663 3.54 $ 7,578 $ ( 2,227 ) $ 5,351 |
Schedule of finite-lived intangible assets, future amortization expense | Estimated future amortization expense as of December 31, 2023 approximately as follows (in thousands): Amount 2024 $ 1,516 2025 1,516 2026 804 Total 3,836 |
Notes Payable (Tables)
Notes Payable (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Debt Disclosure [Abstract] | |
Schedule of notes payable | Notes payable consisted of the following as of December 31, 2023 and December 31, 2022 (in thousands): Notes Payable as of December 31, 2023 Credit Agreement Other Debt Total Credit agreement $ 19,920 $ — $ 19,920 Other debt — 2,597 $ 2,597 Plus: exit fee due upon payment of credit agreement 1,764 — 1,764 Less: unamortized deferred financing costs ( 3,195 ) — ( 3,195 ) Total notes payable $ 18,489 $ 2,597 $ 21,086 Less: current portion of notes payable ( 2,283 ) ( 1,702 ) $ ( 3,985 ) Notes payable, non-current $ 16,206 $ 895 $ 17,101 Note Payable as of December 31, 2022 Credit agreement $ 39,419 Less: unamortized deferred financing costs ( 1,847 ) Total Note payable $ 37,572 Less: current portion of credit agreement ( 8,050 ) Note payable, non-current $ 29,522 |
Schedule of maturities of long-term debt | At December 31, 2023, aggregate future principal payments are as follows (in thousands): Aggregate Future Principal Payments at December 31, 2023 Credit Agreement Other Debt Total 2024 $ 2,283 $ 1,702 $ 3,985 2025 3,320 414 3,734 2026 14,317 481 14,798 Total $ 19,920 $ 2,597 $ 22,517 |
Warrants (Tables)
Warrants (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Warrants and Rights Note Disclosure [Abstract] | |
Schedule of the warrants outstanding | The following table summarizes the warrants outstanding as of December 31, 2023: Class of Warrants Number Public warrants 31,625,000 Private placement warrants 12,223,750 Total Warrants outstanding 43,848,750 |
Common Stock, Preferred Stock_2
Common Stock, Preferred Stock and Stockholders Equity (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Stockholders' Equity Note [Abstract] | |
Schedule of capital stock | The total number of shares of capital stock which the Company shall have authority to issue is 2,223,250,000 , divided into the following: As of December 31, 2023 Class A Class B Class M Class O Class V Class E Series A Preferred Shares authorized 800,000,000 20,000,000 300,000,000 800,000,000 300,000,000 2,250,000 50,000,000 Shares outstanding 13,482,047 — — — 44,100,000 1,075,761 3,125,000 Par value $ 0.0001 $ 0.0001 $ 0.0001 $ 0.0001 $ 0.0001 $ 0.0001 $ 0.0001 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
Schedule of Income (Loss) before Provision for Income Taxes | Income (loss) before provision for income taxes consisted of the following (in thousands): Year ended December 31, 2023 2022 United States $ 2,215 $ 7,784 Non-U.S. ( 696 ) ( 3,843 ) Income before provision for income taxes and non-controlling interest $ 1,519 $ 3,941 |
Schedule of Components of Provision (Benefit) for Income Taxes | Significant components of the provision (benefit) for income taxes for the years ended December 31 are as follows: Year Ended December 31, 2023 2022 Current: Federal $ 959 $ — State 380 647 Foreign — — Total current provision for income taxes 1,339 647 Deferred: Federal ( 800 ) — State ( 121 ) 26 Foreign ( 369 ) ( 278 ) Total deferred provision for income taxes ( 1,290 ) ( 252 ) Total provision for income taxes $ 49 $ 395 |
Schedule of Reconciliation of Income Tax Expense (Benefit) at Statutory Federal Income Tax Rates | A reconciliation of the income tax expense (benefit) at the statutory federal income tax rates as reflected in financial statements is as follows: Year Ended December 31, 2023 2022 Federal income tax (benefit) at statutory rate 21.00 % 21.00 % State taxes, net of federal benefit ( 37.21 )% 9.88 % Permanent differences 5.27 % 12.30 % Transaction expenses 106.43 % — Stock excise tax 22.08 % — PIPE adjustment 190.66 % — Shaolin fees 12.38 % — R&D credits ( 1.65 )% — Change in valuation allowance 329.50 % 4.53 % Foreign rate differential ( 2.52 )% 4.90 % Return to provision ( 6.48 )% ( 1.53 )% Stock compensation 7.65 % — Non-controlling interest ( 417.17 )% ( 45.74 )% Partnership outside basis adjustments ( 229.62 )% — Global intangible low taxed income 5.35 % — Other ( 2.45 )% 4.31 % Effective tax rate 3.22 % 9.65 % |
Schedule Of Components Of Company's Deferred Tax Assets (Liabilities) | Deferred income taxes reflect the net tax effect of temporary differences between the carrying amount of assets and liabilities for financial reporting purposes and the amount used for income tax purposes. Significant components of the Company's deferred tax assets (liabilities) consist of the following: Year Ended December 31, 2023 2022 Deferred tax assets: Foreign net operating loss carryforwards $ 193 $ 122 Accrued expenses 906 — Credits 37 — Investment in partnership 5,169 — Property and equipment 134 101 Start up costs 751 — Deferred issuance costs 59 — Cryptocurrency safeguarding liability 239 — Foreign currency gains and losses — 150 Other 65 31 Deferred tax assets before valuation allowance 7,553 404 Less: Valuation allowance ( 5,169 ) ( 225 ) Deferred tax assets net of valuation allowance $ 2,384 $ 179 Deferred tax liabilities: Foreign currency gains and losses $ ( 171 ) $ — Cryptocurrency safeguarding asset ( 239 ) — Intangibles ( 1,016 ) ( 1,418 ) Deferred tax liabilities ( 1,426 ) ( 1,418 ) Total net deferred tax assets (liabilities) $ 958 $ ( 1,239 ) |
Summary of Company's Unrecognized Tax Benefits | Year Ended December 31, 2023 2022 Unrecognized tax benefits beginning of year $ 518 $ — Gross change for current year positions — — Increases for prior period positions 327 518 Decrease for prior period positions — — Decrease due to settlements and payments — — Decrease due to statute limitations — — Unrecognized tax benefits end of the year $ 845 $ 518 |
Share-Based Compensation (Table
Share-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Schedule of performance stock units and restricted stock units activity | Amount of RSUs Weighted-average Outstanding at January 1, 2023 — $ — Granted 1,473,585 $ 3.59 Forfeited ( 52,500 ) $ 3.61 Delivered ( 69,000 ) $ 3.61 Outstanding at December 31, 2023 1,352,085 $ 3.59 |
Employee Stock Option [Member] | Bit Access Plan [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Schedule of bitaccess plan's stock option activity | A summary of the BitAccess Plan’s stock option activity and related information is as follows: Amount or Weighted-average Weighted-average Weighted-average Outstanding at January 1, 2023 106,938 $ 1.04 8.86 $ 1.13 Granted 39,600 $ 2.86 9.01 $ 3.05 Exercised ( 68,058 ) $ — — $ 4.44 Forfeited ( 34,700 ) $ 2.86 — $ 3.07 Outstanding at December 31, 2023 43,780 $ 2.86 8.60 $ 1.21 Vested and exercisable at December 31, 2023 12,249 $ — — $ 3.10 Amount or Weighted-average Weighted-average Weighted-average Outstanding at January 1, 2022 308,253 $ — 9.55 $ 4.44 Granted 84,380 $ 2.86 9.34 $ 3.10 Exercised ( 240,195 ) $ — — $ 4.44 Forfeited ( 45,500 ) $ 2.86 — $ 3.10 Outstanding at December 31, 2022 106,938 $ 1.04 8.86 $ 1.13 Vested and exercisable at December 31, 2022 1,719 $ — — $ 3.02 |
Restricted Stock Units (RSUs) [Member] | Bit Access Plan [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Schedule of bitaccess plan's stock option activity | A summary of the BitAccess Plan’s BitAccess RSU award activity is as follows: Restricted Outstanding at January 1, 2022 237,600 Issued ( 156,458 ) Outstanding at December 31, 2022 81,142 Forfeited ( 25,641 ) Exercised ( 55,501 ) Outstanding at December 31, 2023 — |
Net Income (loss) per Share (Ta
Net Income (loss) per Share (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Earnings Per Share [Abstract] | |
Schedule of loss per share and weighted average of common stock outstanding | Year Ended Numerator: Net income (loss) attributable to Bitcoin Depot Inc. Including Series A Preferred $ ( 26,102 ) Denominator: Weighted average common stock outstanding - basic and diluted 16,675,529 Net loss per share - Bitcoin Depot Inc. $ ( 1.57 ) |
Schedule of securities were not included in the computation of diluted shares outstanding | The following securities were not included in the computation of diluted shares outstanding because the effect would be anti-dilutive or issuance of such shares is contingent upon the satisfaction of certain conditions which were not satisfied by the end of the period: Class of security Number of PubCo Warrants - Public and Private 43,848,750 PubCo Class E Common Stock - Earnouts Units 1,075,761 BT OpCo Founder Convertible Preferred Units(1)(2) 2,900,000 BT OpCo Exchangeable Non-Controlling Interest(1)(2) 41,200,000 BT OpCo Earnouts Units(1) 15,000,000 2023 Incentive Plan RSU awards 1,352,145 (1) Held at BT Assets and exchangeable into Class A common stock of the Company or cash upon the occurrence of certain conditions. (2) Held at BT Assets and can be exchanged into Class A common stock of t he Company. |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Lessee Disclosure [Abstract] | |
Schedule of components of lease expense | The components of the lease expense are as follows (in thousands): As of December 31, 2023 2022 Finance lease expense: Amortization of right-of-use-assets $ 8,492 $ 13,729 Interest on lease liabilities 3,343 4,872 Total finance lease expense $ 11,835 $ 18,601 Operating lease expense 293 220 Short-term lease expense 34,526 39,765 Total lease expense $ 46,654 $ 58,586 As of December 31, 2023 2022 Other information: Operating cash flows used for finance leases $ ( 3,343 ) $ ( 4,872 ) Operating cash flows used for operating leases $ ( 318 ) $ ( 222 ) Financing cash flows used for finance leases $ ( 14,005 ) $ ( 17,106 ) Year Ended December 31, 2023 2022 Weighted-average remaining lease term - finance leases 1.61 1.96 Weighted-average remaining lease term - operating leases 2.32 2.25 Weighted-average discount rate - finance leases 17.9 % 17.0 % Weighted-average discount rate - operating leases 16.6 % 15.0 % |
Schedule of maturities of non-cancellable operating lease liabilities | Maturities of the lease liability under the non-cancellable operating lease as of December 31, 2023 are as follows (in thousands): Operating Leases 2024 $ 355 2025 221 2026 120 2027 30 Total undiscounted lease payments 726 Less: imputed interest ( 128 ) Total operating lease liability $ 598 Less: operating lease liabilities, current ( 279 ) Operating lease liabilities, net of current portion $ 319 |
Schedule of maturities of non-cancellable finance lease liabilities | Maturities of the lease liability under the non-cancellable finance leases as of December 31, 2023 are as follows (in thousands): Finance Leases 2024 $ 7,910 2025 2,518 2026 675 Total undiscounted lease payments $ 11,103 Less: imputed interest ( 1,454 ) Total finance lease liability $ 9,649 Less: current installments of obligations under finance leases ( 6,801 ) Obligations under finance leases, excluding current installments $ 2,848 |
Organization and Background - A
Organization and Background - Additional Information (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Product Information [Line Items] | |||
Current assets | $ 37,270 | $ 40,358 | |
Cash and cash equivalents | 29,759 | 37,540 | |
Current liabilities | 46,025 | 46,809 | |
Stockholders' equity and member's equity | 9,373 | 9,444 | $ 18,977 |
Accumulated deficit | (32,663) | 0 | |
Net Income | 1,470 | 3,546 | |
Cash flows from operations | 41,100 | $ 31,255 | |
Amount regulates digital financial asset transaction limit per day | 1,000 | ||
Digital Assets Involved Transaction Amount | $ 5 | ||
Digital assets involved transaction, percentage | 15% | ||
Accumulated Deficit [Member] | |||
Product Information [Line Items] | |||
Stockholders' equity and member's equity | $ (32,663) | ||
Total Stockholders and Member's Equity [Member] | |||
Product Information [Line Items] | |||
Stockholders' equity and member's equity | $ 9,400 |
Basis of Presentation Summary_4
Basis of Presentation Summary of Significant Accounting Policies - Additional Information (Detail) | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2023 shares | Jun. 30, 2023 shares | Dec. 31, 2023 USD ($) Segment $ / shares shares | Dec. 31, 2022 USD ($) | Sep. 01, 2023 shares | |
Property, Plant and Equipment [Line Items] | |||||
Cash In Transit | $ | $ 5,300,000 | $ 7,800,000 | |||
Depreciation | $ | 11,300,000 | 17,300,000 | |||
Impairment of long lived assets held for use | $ | 0 | 0 | |||
Impairment of goodwill | $ | 0 | 0 | |||
Federal income tax expense benefit | $ | $ 0 | ||||
Effective income tax rate reconciliation, tax credit, foreign, percent | 80% | ||||
Effective income tax rate reconciliation, deduction, percent | 50% | ||||
Number of operating segments | Segment | 1 | ||||
Number of reporting segments | Segment | 1 | ||||
Class of Warrant or Right, Outstanding | 43,848,750 | ||||
Increase in revenue due to change in accounting convention | $ | 100,000 | ||||
Public Warrants [Member] | |||||
Property, Plant and Equipment [Line Items] | |||||
Class of Warrant or Right, Outstanding | 31,625,000 | ||||
Private Warrants [Member] | |||||
Property, Plant and Equipment [Line Items] | |||||
Class of Warrant or Right, Outstanding | 12,223,750 | ||||
BT Hold Co [Member] | |||||
Property, Plant and Equipment [Line Items] | |||||
Additional earnout shares issuable | 15,000,000 | ||||
GSRM [Member] | |||||
Property, Plant and Equipment [Line Items] | |||||
Class of warrants or rights assumed in the course of business combination | 43,848,750 | ||||
GSRM [Member] | Public Warrants [Member] | |||||
Property, Plant and Equipment [Line Items] | |||||
Class of warrants or rights assumed in the course of business combination | 31,625,000 | ||||
GSRM [Member] | Private Warrants [Member] | |||||
Property, Plant and Equipment [Line Items] | |||||
Class of warrants or rights assumed in the course of business combination | 12,223,750 | ||||
Bt Assets [Member] | |||||
Property, Plant and Equipment [Line Items] | |||||
Number of shares issued | 44,100,000 | ||||
Bt Assets [Member] | Founder Preferred Stock [Member] | |||||
Property, Plant and Equipment [Line Items] | |||||
Limited Liability Company (LLC) Preferred Unit, Outstanding | 2,900,000 | 2,900,000 | |||
Bt Assets [Member] | Class 1 Earnout Units [Member] | |||||
Property, Plant and Equipment [Line Items] | |||||
Earnout Unit Outstanding | 5,000,000 | ||||
Bt Assets [Member] | Class 2 Earnout Units [Member] | |||||
Property, Plant and Equipment [Line Items] | |||||
Earnout Unit Outstanding | 5,000,000 | ||||
Bt Assets [Member] | Class 3 Earnout Units [Member] | |||||
Property, Plant and Equipment [Line Items] | |||||
Earnout Unit Outstanding | 5,000,000 | ||||
Bitcoin Depot Inc. [Member] | |||||
Property, Plant and Equipment [Line Items] | |||||
Common unit, issued | 12,358,691 | 12,358,691 | |||
Common Unit, Outstanding | 12,358,691 | 12,358,691 | |||
Limited Liability Company (LLC) Preferred Unit, Outstanding | 4,300,000 | 4,300,000 | |||
Class of Warrant or Right, Outstanding | 43,848,750 | 43,848,750 | |||
Class E One Common Stock [Member] | Sponsor [Member] | GSRM [Member] | |||||
Property, Plant and Equipment [Line Items] | |||||
Earnout shares issuable | 358,587 | ||||
Period post merger during which the stock price is determined | 7 years | ||||
Minimum stock price triggering earnout share issue | $ / shares | $ 12 | ||||
Threshold number of trading days for determining the share price | 10 days | ||||
Threshold number of consecutive trading days for determining the share price | 20 days | ||||
Class E Two Common Stock [Member] | Sponsor [Member] | GSRM [Member] | |||||
Property, Plant and Equipment [Line Items] | |||||
Earnout shares issuable | 358,587 | ||||
Period post merger during which the stock price is determined | 7 years | ||||
Minimum stock price triggering earnout share issue | $ / shares | $ 14 | ||||
Threshold number of trading days for determining the share price | 10 days | ||||
Threshold number of consecutive trading days for determining the share price | 20 days | ||||
Class E Three Common Stock [Member] | Sponsor [Member] | GSRM [Member] | |||||
Property, Plant and Equipment [Line Items] | |||||
Earnout shares issuable | 358,587 | ||||
Period post merger during which the stock price is determined | 10 years | ||||
Minimum stock price triggering earnout share issue | $ / shares | $ 16 | ||||
Threshold number of trading days for determining the share price | 10 days | ||||
Threshold number of consecutive trading days for determining the share price | 20 days | ||||
Class A Common Stock [Member] | |||||
Property, Plant and Equipment [Line Items] | |||||
Common stock, shares outstanding | 12,358,691 | 12,358,691 | 13,482,047 | ||
Class of Warrant or Right, Outstanding | 12,223,750 | ||||
Class A Common Stock [Member] | Sponsor [Member] | GSRM [Member] | |||||
Property, Plant and Equipment [Line Items] | |||||
Earnout shares issuable | 1,075,761 | ||||
Series A Preferred Stock [Member] | |||||
Property, Plant and Equipment [Line Items] | |||||
Preferred stock, shares outstanding | 4,300,000 | 4,300,000 | 3,125,000 | ||
Common Stock [Member] | Bitcoin Depot Inc. [Member] | |||||
Property, Plant and Equipment [Line Items] | |||||
Common Unit, Outstanding | 41,200,000 | 41,200,000 | |||
Selling, General and Administrative Expenses [Member] | |||||
Property, Plant and Equipment [Line Items] | |||||
Advertising expenses | $ | $ 5,600,000 | $ 4,200,000 | |||
Customer Concentration Risk [Member] | Revenue Benchmark [Member] | No Major Customer [Member] | |||||
Property, Plant and Equipment [Line Items] | |||||
Concentration risk percentage | 10% | 10% | |||
Bitcoin Teller Machine [Member] | |||||
Property, Plant and Equipment [Line Items] | |||||
Cash | $ | $ 12,200,000 | $ 16,000,000 | |||
Cryptocurrency Exchanges [Member] | |||||
Property, Plant and Equipment [Line Items] | |||||
Cash | $ | $ 100,000 | $ 2,500,000 | |||
Intuitive Software LLC [Member] | |||||
Property, Plant and Equipment [Line Items] | |||||
Equity method investment, ownership percentage | 82.14% |
Basis of Presentation Summary_5
Basis of Presentation Summary of Significant Accounting Policies - Schedule Of Depreciation Of Property Plant And Equipment (Detail) | Dec. 31, 2023 |
Furniture and Fixtures [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 7 years |
Leasehold Improvements [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant, and Equipment, Useful Life, Term, Description [Extensible Enumeration] | us-gaap:UsefulLifeShorterOfTermOfLeaseOrAssetUtilityMember |
Kiosk Machines Owned [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 5 years |
Kiosk Machines Leased [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 5 years |
Kiosk Machines Leased [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 2 years |
Vehicles [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 5 years |
Merger - Schedule Of transacti
Merger - Schedule Of transaction funding, sources and uses of cash, and merger related earn-outs and warrants (Detail) - GSRM [Member] $ in Thousands | 6 Months Ended |
Jun. 30, 2023 USD ($) | |
Merger [Line Items] | |
Cash - GSR II Meteora Acquisition Corp Trust | $ 332,102 |
Less: GSRM transactions cost paid from Trust | (25,958) |
Less: Purchase of BT HoldCo common units from BT Assets | (10,066) |
Redemption shareholders | (292,735) |
Net Proceeds From Special Purpose Acquisition Company Shareholders, Total | 3,343 |
Assumed net liabilities from GSRM, excluding net cash proceeds | (6,850) |
Net Impact of the Merger on the Statement of Changes in Stockholders' and Member's Equity | $ (3,507) |
Merger - Schedule Of transac_2
Merger - Schedule Of transaction funding, sources and uses of cash, and merger related earn-outs and warrants (Detail) (Parenthetical) - GSRM [Member] $ in Thousands | 6 Months Ended |
Jun. 30, 2023 USD ($) | |
Merger [Line Items] | |
Transaction costs paid from trust | $ (25,958) |
Franchise and income taxes [Member] | |
Merger [Line Items] | |
Transaction costs paid from trust | 2,400 |
Non Redemption Payments [Member] | |
Merger [Line Items] | |
Transaction costs paid from trust | 18,700 |
Other Transaction Expenses [Member] | |
Merger [Line Items] | |
Transaction costs paid from trust | $ 4,900 |
Merger - Additional Information
Merger - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Millions | 12 Months Ended | ||
Jun. 30, 2023 | Dec. 31, 2023 | Jun. 23, 2023 | |
Restricted Stock Unit's [Member] | |||
Merger [Line Items] | |||
Granted | 1,473,585 | ||
GSRM [Member] | Non Redeemable Common Stock [Member] | |||
Merger [Line Items] | |||
Increase (Decrease) of Restricted Investments | $ 18.7 | ||
Payment of cash through spac trust proceeds | 18.7 | ||
Preferred Class A [Member] | |||
Merger [Line Items] | |||
Stockholders equity preferred stock at fair value | $ 13.9 | ||
Common Class A And Preferred Stock Series A [Member] | |||
Merger [Line Items] | |||
Common stock, conversion basis | 1:1 | ||
Common Class A And Preferred Stock Series A [Member] | Aggregate Number Of Shares Issued At Or Before The Time Of Merger [Member] | |||
Merger [Line Items] | |||
Stock issued during the period shares new issues | 5,000,000 | ||
Private Placement Agreement [Member] | Preferred Class A [Member] | |||
Merger [Line Items] | |||
Stock issued during the period shares new issues | 4,300,000 | ||
Subscription receivable subject to trigger price | $ 43.3 | ||
Trigger share price during which the amount shall become payable to subscribers | $ 0 | ||
Subscription Amount Refundable One | $ 10.9 | ||
Subscription Amount Refundable Two | $ 12.1 | ||
Private Placement Agreement [Member] | Preferred Class A [Member] | Maximum [Member] | |||
Merger [Line Items] | |||
Trigger share price for subscription amount to be received | $ 11.39 | ||
Private Placement Agreement [Member] | Preferred Class A [Member] | Minimum [Member] | |||
Merger [Line Items] | |||
Trigger share price for subscription amount to be received | $ 10.5 | ||
Backstop Agreement [Member] | GSRM [Member] | |||
Merger [Line Items] | |||
Common stock shares of holders who have agreed to extend the date of business combination | 6,783,000 | ||
Last date for consummation of business combination | Mar. 01, 2024 | ||
Backstop Agreement [Member] | GSRM [Member] | Non Redeemable Common Stock [Member] | |||
Merger [Line Items] | |||
Percentage of non redeemable common stock | 1% | ||
Backstop Agreement [Member] | GSRM [Member] | Non Redeemable Common Stock [Member] | Polar Multistrategy Master Fund [Member] | |||
Merger [Line Items] | |||
Stock issued during the period shares new issues | 454,350 | ||
Backstop Agreement [Member] | Class A Common Stock Commitment Shares [Member] | GSRM [Member] | Non Redeemable Common Stock [Member] | |||
Merger [Line Items] | |||
Stock issued during the period shares new issues | 67,830 | ||
Backstop Agreement [Member] | Common Class A [Member] | GSRM [Member] | Non Redeemable Common Stock [Member] | |||
Merger [Line Items] | |||
Stock issued during the period shares new issues | 657,840 | ||
Backstop Agreement [Member] | Class A Common Stock Extension Shares [Member] | GSRM [Member] | Non Redeemable Common Stock [Member] | |||
Merger [Line Items] | |||
Stock issued during the period shares new issues | 135,660 | ||
PIPE Agreement [Member] | |||
Merger [Line Items] | |||
Difference between fair value and subscription receivable recognized as expenses | $ 15.2 | ||
PIPE Agreement [Member] | Preferred Class A [Member] | |||
Merger [Line Items] | |||
Stockholders equity preferred stock at fair value | 13.9 | ||
Transaction-related expenses | $ 1.3 | ||
PIPE Agreement [Member] | Common Class A [Member] | Aggregate Number Of Shares Issued At Or Before The Time Of Merger [Member] | PIPE Subscribers [Member] | |||
Merger [Line Items] | |||
Stock issued during the period shares new issues | 700,000 | ||
PIPE Agreement [Member] | Series A Preferred Stock [Member] | Aggregate Number Of Shares Issued At Or Before The Time Of Merger [Member] | PIPE Subscribers [Member] | Private Placement [Member] | |||
Merger [Line Items] | |||
Stock issued during the period shares new issues | 4,300,000 | ||
Sale Bonus Agreements [Member] | Officer and Employee [Member] | Selling, General and Administrative Expenses [Member] | Bitcoin Depot [Member] | |||
Merger [Line Items] | |||
Allocted share based compnesation | $ 0.8 | ||
Sale Bonus Agreements [Member] | Officer and Employee [Member] | Selling, General and Administrative Expenses [Member] | Bitcoin Depot [Member] | Restricted Stock Unit's [Member] | |||
Merger [Line Items] | |||
Granted | 120,500 | ||
Sale Bonus Agreements [Member] | Chief Executive Officer [Member] | |||
Merger [Line Items] | |||
Issued | 500,000 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Detail) | 12 Months Ended | ||
Sep. 28, 2023 USD ($) | Dec. 31, 2023 USD ($) Ltc Eth shares | Dec. 31, 2022 USD ($) | |
Related Party Transaction [Line Items] | |||
Company distributed cryptocurrency | $ 712,000 | $ 540,000 | |
Distribution made to limited liability company (llc) member, cash distributions paid | $ 15,031,000 | 15,977,000 | |
Tax Receivable Agreement [Member] | |||
Related Party Transaction [Line Items] | |||
Tax savings percentage distributable | 85% | ||
Restricted Stock Unit's [Member] | |||
Related Party Transaction [Line Items] | |||
Granted | shares | 1,473,585 | ||
Majority Shareholder [Member] | |||
Related Party Transaction [Line Items] | |||
Cash distributions | $ 15,000,000 | 11,400,000 | |
SPAC Advisory Partners, LLC | Advisory Agreement [Member] | |||
Related Party Transaction [Line Items] | |||
Fees associated with advisory services on success basis | $ 300,000 | ||
Bitcoin Depot [Member] | Tax Receivable Agreement [Member] | BT Hold Co LLC [Member] | |||
Related Party Transaction [Line Items] | |||
Tax savings percentage distributable | 85% | ||
Bitcoin Depot [Member] | Selling, General and Administrative Expenses [Member] | Officer and Employee [Member] | Sale Bonus Agreements [Member] | |||
Related Party Transaction [Line Items] | |||
Allocted share based compnesation | $ 800,000 | ||
Bitcoin Depot [Member] | Restricted Stock Unit's [Member] | Selling, General and Administrative Expenses [Member] | Officer and Employee [Member] | Sale Bonus Agreements [Member] | |||
Related Party Transaction [Line Items] | |||
Granted | shares | 120,500 | ||
Bitcoin Depot [Member] | Majority Shareholder [Member] | |||
Related Party Transaction [Line Items] | |||
Distributions cost basis | $ 20,000 | 4,600,000 | |
Bitcoin Depot [Member] | LTC [Member] | Majority Shareholder [Member] | |||
Related Party Transaction [Line Items] | |||
Common stock outstanding value | Ltc | 112.4 | ||
Bitcoin Depot [Member] | ETH [Member] | Majority Shareholder [Member] | |||
Related Party Transaction [Line Items] | |||
Common stock outstanding value | Eth | 7.5 | ||
Company distributed cryptocurrency | $ 2,760 |
Revenue - Summary of Revenue Di
Revenue - Summary of Revenue Disaggregated by Revenue Stream (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Disaggregation of Revenue [Line Items] | ||
Revenue disaggregated | $ 688,967 | $ 646,830 |
OTC [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenue disaggregated | 2,080 | |
BTM Kiosks Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenue disaggregated | 686,314 | 639,965 |
BD Checkout [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenue disaggregated | 1,149 | 692 |
Company Website [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenue disaggregated | 879 | 173 |
Software Services [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenue disaggregated | 575 | 3,185 |
Hardware [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenue disaggregated | $ 50 | $ 735 |
Cost of Revenue - Summary of Co
Cost of Revenue - Summary of Cost of Revenue (Excluding Depreciation and Amortization) (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Cost of Goods and Service, Excluding Depreciation, Depletion, and Amortization [Abstract] | ||
Cryptocurrency expenses | $ 534,234 | $ 519,347 |
Floorspace lease expenses | 34,616 | 39,765 |
Kiosk operations expenses | 19,088 | 15,423 |
Total Cost of Revenue (excluding depreciation and amortization reported separately) | $ 587,938 | $ 574,535 |
Cost of Revenue - Summary of C
Cost of Revenue - Summary of Components of Cryptocurrency Expenses (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Components of Cryptocurrency Expenses [Line Items] | ||
Software processing fees | $ 280 | $ 2,519 |
Exchange fees | 22 | 119 |
Mining fees | 575 | 195 |
Software processing fee - BDCheckout | 16 | 10 |
Total cryptocurrency expenses | 534,234 | 519,347 |
BTM Kiosk [Member] | ||
Components of Cryptocurrency Expenses [Line Items] | ||
Cost of cryptocurrency | 532,356 | 513,951 |
OTC [Member] | ||
Components of Cryptocurrency Expenses [Line Items] | ||
Cost of cryptocurrency | 1,958 | |
BDCheckout [Member] | ||
Components of Cryptocurrency Expenses [Line Items] | ||
Cost of cryptocurrency | $ 985 | $ 595 |
Cost of Revenue - Summary of _2
Cost of Revenue - Summary of Components of Cryptocurrency Expenses (Parenthetical) (Detail) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Cost of Revenue [Line Items] | ||
Impairment of cryptocurrencies | $ 0 | $ 0 |
Cryptocurrencies [Member] | ||
Cost of Revenue [Line Items] | ||
Impairment of cryptocurrencies | $ 7,723,000 | $ 6,821,000 |
Impairment, Intangible Asset, Indefinite-Lived (Excluding Goodwill), Statement of Income or Comprehensive Income [Extensible Enumeration] | Revenues | Revenues |
Gains from the sale of cryptocurrencies | $ 100,000 | $ 2,300,000 |
Cost of Revenue - Summary of Re
Cost of Revenue - Summary of Reconciles Amounts Excluded from the Cost of Revenue (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Depreciation And Amortization Expense [Line Items] | ||
Amortization of intangible assets | $ 1,516 | $ 1,514 |
Total depreciation and amortization excluded from cost of revenue | 12,455 | 18,717 |
Other depreciation and amortization included in operating expenses | 333 | 66 |
Total depreciation and amortization | 12,788 | 18,783 |
BTM Kiosks Member] | ||
Depreciation And Amortization Expense [Line Items] | ||
Depreciation of owned BTM kiosks | 2,447 | 3,474 |
Depreciation of leased BTM kiosks | $ 8,492 | $ 13,729 |
Fair Value Measurements - Summa
Fair Value Measurements - Summary of Estimated Fair Value and Level of the Contingent Consideration Liability (Detail) - Contingent Consideration Liability [Member] - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Beginning balance | $ 1,841 | |
Ending balance | $ 1,841 | |
Level 1 | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Change in fair market value | 159 | |
Payment | $ (2,000) | |
Transfer in | 1,841 | |
Level 3 | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Beginning balance | 2,879 | |
Change in fair market value | 962 | |
Payment | (2,000) | |
Transfer out | $ (1,841) |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Detail) - USD ($) | 12 Months Ended | ||
Jul. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Present value discount rate | |||
Impairment of goodwill | $ 0 | $ 0 | |
Impairment of intangible assets, indefinite-lived | 0 | 0 | |
Operating lease, impairment loss | 0 | 0 | |
Notes payable | 21,086,000 | 37,572,000 | |
Fixed Rated Note [Member] | |||
Present value discount rate | |||
Notes payable | 21,100,000 | ||
Fixed Rated Note [Member] | Estimate of Fair Value Measurement [Member] | |||
Present value discount rate | |||
Fair value of the fixed-rated note | $ 22,100,000 | ||
Bit Access [Member] | |||
Present value discount rate | |||
Payments to acquire businesses | $ 2,000,000 | $ 2,000,000 |
Prepaid and Other Current Ass_3
Prepaid and Other Current Assets - Schedule of Prepaid and Other Current Assets (Detail) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Prepaid Expense and Other Assets, Current [Abstract] | ||
Prepaid expenses | $ 2,334 | $ 1,328 |
Cryptocurrency safeguarding asset | 3,040 | 0 |
Other current assets | 1,180 | 687 |
Prepaid expenses and other current assets | $ 6,554 | $ 2,015 |
Accrued Expenses and Other Cu_3
Accrued Expenses and Other Current Liabilities - Schedule of Accrued Expenses and Other Current Liabilities (Detail) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Accrued Liabilities and Other Liabilities [Abstract] | ||
Payables to liquidity providers | $ 5,143 | $ 1,665 |
Cryptocurrency safeguarding liability | 3,040 | 0 |
Earnout liability | 0 | 1,841 |
Accrued expenses | 13,362 | 7,803 |
Accrued expenses and other current liabilities | $ 21,545 | $ 11,309 |
Non-controlling Interests - Sum
Non-controlling Interests - Summary of Changes in the Balances Non-controlling Interests (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | ||
Beginning Balance | $ 9,444 | $ 18,977 |
Distributions | (15,031) | (15,977) |
Stock compensation | 1,615 | |
Recapitalization | (3,505) | |
Net income (loss) | (26,102) | 0 |
Ending Balance | 9,373 | 9,444 |
BT HoldCo | ||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | ||
Distributions | (2,294) | |
Foreign currency translation | 17 | |
Recapitalization | 9,866 | |
Net income (loss) | 14,891 | |
Ending Balance | 22,480 | |
Total | ||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | ||
Beginning Balance | 2,230 | 1,432 |
Distributions | (2,294) | |
Stock compensation | 702 | 1,230 |
Foreign currency translation | 17 | |
Recapitalization | 9,866 | |
Net income (loss) | 14,666 | (432) |
Ending Balance | 25,187 | 2,230 |
Bit Access [Member] | ||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | ||
Beginning Balance | 2,230 | 1,432 |
Stock compensation | 702 | 1,230 |
Net income (loss) | (225) | (432) |
Ending Balance | $ 2,707 | $ 2,230 |
Non-controlling Interests - Add
Non-controlling Interests - Additional Information (Detail) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Class V Common Stock [Member] | ||
Noncontrolling Interest [Line Items] | ||
Common stock, shares outstanding | 44,100,000 | |
Majority Stockholder of Lux Vending LLC, BT Assets, Inc | ||
Noncontrolling Interest [Line Items] | ||
Number of common units issued of limited liability company | 41,200,000 | |
Number of preferred units issued of limited liability company | 2,900,000 | |
Majority Stockholder of Lux Vending LLC, BT Assets, Inc | Class V Common Stock [Member] | ||
Noncontrolling Interest [Line Items] | ||
Common stock, shares outstanding | 44,100,000 | |
Bit Access [Member] | Non-controlling Interest [Member] | ||
Noncontrolling Interest [Line Items] | ||
Non-controlling interest ownership percentage | 17.86% | 15.31% |
BT Hold Co [Member] | ||
Noncontrolling Interest [Line Items] | ||
Earnout outstanding | $ 15,000,000 | |
BT Hold Co [Member] | Majority Stockholder of Lux Vending LLC, BT Assets, Inc | ||
Noncontrolling Interest [Line Items] | ||
Preferred unit liquidation preference per share | 10% | |
Preferred unit liquidation preference value | $ 29 | |
BT Hold Co [Member] | Maximum [Member] | ||
Noncontrolling Interest [Line Items] | ||
Allocation of net income | $ 29 | |
BT Hold Co [Member] | Non-controlling Interest [Member] | ||
Noncontrolling Interest [Line Items] | ||
Non-controlling interest ownership percentage | 72.60% | |
Redeemable non-controlling interest, equity, fair value | $ 25.2 |
Cryptocurrencies - Summary of C
Cryptocurrencies - Summary of Carrying Values of Cryptocurrencies (Detail) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Indefinite-Lived Intangible Assets [Line Items] | ||
Cryptocurrency | $ 712 | $ 540 |
Cryptocurrencies [Member] | Bitcoin [Member] | ||
Indefinite-Lived Intangible Assets [Line Items] | ||
Cryptocurrency | 711 | 523 |
Cryptocurrencies [Member] | Ethereum [Member] | ||
Indefinite-Lived Intangible Assets [Line Items] | ||
Cryptocurrency | $ 1 | 9 |
Cryptocurrencies [Member] | Litecoin [Member] | ||
Indefinite-Lived Intangible Assets [Line Items] | ||
Cryptocurrency | $ 8 |
Cryptocurrencies - Summary of t
Cryptocurrencies - Summary of the Adjusted Cost Basis of Cryptocurrencies (Detail) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Indefinite-Lived Intangible Assets [Line Items] | ||
Impairment of cryptocurrencies | $ 0 | $ 0 |
Cryptocurrencies [Member] | ||
Indefinite-Lived Intangible Assets [Line Items] | ||
Beginning balance | 540,000 | 6,557,000 |
Purchases or receipts of cryptocurrencies | 534,954,000 | 525,420,000 |
Cost of cryptocurrencies sold or distributed | (527,059,000) | (524,616,000) |
Impairment of cryptocurrencies | (7,723,000) | (6,821,000) |
Ending Balance | 712,000 | 540,000 |
Cryptocurrencies [Member] | Bitcoin [Member] | ||
Indefinite-Lived Intangible Assets [Line Items] | ||
Beginning balance | 523,000 | 563,000 |
Purchases or receipts of cryptocurrencies | 534,947,000 | 520,487,000 |
Cost of cryptocurrencies sold or distributed | (527,036,000) | (513,750,000) |
Impairment of cryptocurrencies | (7,723,000) | (6,777,000) |
Ending Balance | 711,000 | 523,000 |
Cryptocurrencies [Member] | Ethereum [Member] | ||
Indefinite-Lived Intangible Assets [Line Items] | ||
Beginning balance | 9,000 | 5,988,000 |
Purchases or receipts of cryptocurrencies | 4,000 | 2,423,000 |
Cost of cryptocurrencies sold or distributed | (12,000) | (8,395,000) |
Impairment of cryptocurrencies | (7,000) | |
Ending Balance | 1,000 | 9,000 |
Cryptocurrencies [Member] | Litecoin [Member] | ||
Indefinite-Lived Intangible Assets [Line Items] | ||
Beginning balance | 8,000 | 6,000 |
Purchases or receipts of cryptocurrencies | 3,000 | 2,510,000 |
Cost of cryptocurrencies sold or distributed | $ (11,000) | (2,471,000) |
Impairment of cryptocurrencies | (37,000) | |
Ending Balance | $ 8,000 |
Cryptocurrencies - Additional I
Cryptocurrencies - Additional Information (Detail) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Indefinite-Lived Intangible Assets [Line Items] | ||
Accounts payable | $ 8,337 | $ 8,119 |
Cryptocurrencies [Member] | ||
Indefinite-Lived Intangible Assets [Line Items] | ||
Accounts payable | $ 5,100 | $ 1,700 |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets, Net - Schedule of Intangible Assets, Net Were Comprised (Detail) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Finite-Lived Intangible Assets [Line Items] | ||
Cost Basis | $ 7,578 | $ 7,578 |
Accumulated Amortization | (3,742) | (2,227) |
Net | $ 3,836 | $ 5,351 |
Tradenames | ||
Finite-Lived Intangible Assets [Line Items] | ||
Estimated life | 5 years | 5 years |
Cost Basis | $ 1,233 | $ 1,233 |
Accumulated Amortization | (609) | (363) |
Net | $ 624 | $ 870 |
Remaining Weighted-Average Amortization Period | 2 years 6 months 10 days | 3 years 6 months 14 days |
Customer relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Estimated life | 5 years | 5 years |
Cost Basis | $ 2,574 | $ 2,574 |
Accumulated Amortization | (1,271) | (756) |
Net | $ 1,303 | $ 1,818 |
Remaining Weighted-Average Amortization Period | 2 years 6 months 10 days | 3 years 6 months 14 days |
Software applications | ||
Finite-Lived Intangible Assets [Line Items] | ||
Estimated life | 5 years | 5 years |
Cost Basis | $ 3,771 | $ 3,771 |
Accumulated Amortization | (1,862) | (1,108) |
Net | $ 1,909 | $ 2,663 |
Remaining Weighted-Average Amortization Period | 2 years 6 months 10 days | 3 years 6 months 14 days |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets, Net - Additional Information (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Amortization expense | $ 1,516 | $ 1,514 |
Goodwill, period increase (decrease) | $ 0 | $ 0 |
Goodwill and Intangible Asset_5
Goodwill and Intangible Assets, Net - Schedule of Future Amortization Expense (Detail) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Finite-Lived Intangible Assets, Amortization Expense, Maturity Schedule [Abstract] | ||
2024 | $ 1,516 | |
2025 | 1,516 | |
2026 | 804 | |
Net | $ 3,836 | $ 5,351 |
Notes Payable - Additional Info
Notes Payable - Additional Information (Detail) $ in Thousands | 12 Months Ended | ||||||
Jun. 23, 2023 USD ($) | May 04, 2023 USD ($) | Dec. 21, 2020 USD ($) Tranche | Dec. 31, 2023 USD ($) | Jun. 30, 2023 USD ($) | Mar. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | |
Debt Instrument [Line Items] | |||||||
Periodic lease payment | $ 7,000 | ||||||
Unpaid obligation | $ 11,103 | ||||||
Old Note [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument, face amount | $ 25,000 | $ 5,000 | $ 15,000 | ||||
Debt instrument, interest rate, stated percentage | 15% | ||||||
Debt instrument, periodic payment, interest | $ 300 | ||||||
Number of repayments of debt tranches | Tranche | 2 | ||||||
Repayments of debt | $ 12,500 | ||||||
Old Note [Member] | Maximum [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument, interest rate, increase | 20% | ||||||
Old Note [Member] | Minimum [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument, interest rate, increase | 15% | ||||||
New Note [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument, face amount | $ 20,800 | ||||||
Debt instrument, interest rate, stated percentage | 17% | ||||||
Debt instrument, frequency of periodic payment | The Company is required to make monthly interest payments and fixed principal payments every six months beginning on December 15, 2023 through June 15, 2026. | ||||||
Debt instrument, maturity date | Jun. 23, 2026 | ||||||
Deferred financing costs | $ 2,400 | ||||||
Debt instrument exit Fee | 1,800 | $ 1,800 | |||||
Debt instrument exit fee expensed | 2,300 | ||||||
Repayments of debt | $ 16,400 | ||||||
Term Loan [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument, term | 36 months | ||||||
Periodic lease payment | $ 1,300 | ||||||
Debt instrument, interest rate | 15.75% | ||||||
Finance Arrangements [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument, interest rate | 17.81% | ||||||
Unpaid obligation | $ 1,400 | ||||||
Loans, maturity description | Under these arrangements, the loans mature between June and August 2024 |
Notes Payable - Schedule of Not
Notes Payable - Schedule of Notes Payable (Detail) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Notes Payable [Line Items] | ||
Credit agreement | $ 19,920 | $ 39,419 |
Other debt | 2,597 | |
Plus: exit fee due upon payment of credit agreement | 1,764 | |
Less: unamortized deferred financing costs | (3,195) | (1,847) |
Total notes payable | 21,086 | 37,572 |
Less: current portion of notes payable | (3,985) | (8,050) |
Notes payable, non-current | 17,101 | $ 29,522 |
Credit Agreement | ||
Notes Payable [Line Items] | ||
Credit agreement | 19,920 | |
Plus: exit fee due upon payment of credit agreement | 1,764 | |
Less: unamortized deferred financing costs | (3,195) | |
Total notes payable | 18,489 | |
Less: current portion of notes payable | (2,283) | |
Notes payable, non-current | 16,206 | |
Other Debt | ||
Notes Payable [Line Items] | ||
Other debt | 2,597 | |
Total notes payable | 2,597 | |
Less: current portion of notes payable | (1,702) | |
Notes payable, non-current | $ 895 |
Notes Payable - Schedule of Mat
Notes Payable - Schedule of Maturities of Long Term Debt (Detail) $ in Thousands | Dec. 31, 2023 USD ($) |
Maturities Of Long Term Debt [Line Items] | |
2024 | $ 3,985 |
2025 | 3,734 |
2026 | 14,798 |
Total | 22,517 |
Credit Agreement | |
Maturities Of Long Term Debt [Line Items] | |
2024 | 2,283 |
2025 | 3,320 |
2026 | 14,317 |
Total | 19,920 |
Other Debt | |
Maturities Of Long Term Debt [Line Items] | |
2024 | 1,702 |
2025 | 414 |
2026 | 481 |
Total | $ 2,597 |
Warrants - Schedule Of The Warr
Warrants - Schedule Of The Warrants Outstanding (Detail) | Dec. 31, 2023 shares |
Class of Warrant or Right [Line Items] | |
Class of Warrant or Right, Outstanding | 43,848,750 |
Public Warrants [Member] | |
Class of Warrant or Right [Line Items] | |
Class of Warrant or Right, Outstanding | 31,625,000 |
Private Warrants [Member] | |
Class of Warrant or Right [Line Items] | |
Class of Warrant or Right, Outstanding | 12,223,750 |
Warrants - Additional Informati
Warrants - Additional Information (Detail) - $ / shares | 12 Months Ended | |
Dec. 31, 2023 | Sep. 01, 2023 | |
Class of Warrant or Right [Line Items] | ||
Number of warrants outstanding | 43,848,750 | |
Class of warrant or right exercise price | $ 11.5 | |
Number of consecutive trading days for determining share price | 20 days | |
Number of trading days for determining the share price | 10 days | |
Class of warrants or rights expiration period | 5 years | |
Common Class A [Member] | ||
Class of Warrant or Right [Line Items] | ||
Number of warrants outstanding | 12,223,750 | |
Class of warrant or right, number of securities called by each warrant or right | 1 | |
Common Class A [Member] | Share Price Equal Or Exceeds Eighteen Rupees Per Dollar [Member] | ||
Class of Warrant or Right [Line Items] | ||
Class of warrant or right per share price during the period | $ 0.01 | |
Share price | 18 | |
Right to redeem outstanding warrants once exercisable and prior to expiration | $ 0.01 | |
Number of consecutive trading days for determining share price | 20 days | |
Number of trading days for determining the share price | 30 days | |
Public Warrants [Member] | ||
Class of Warrant or Right [Line Items] | ||
Number of warrants outstanding | 31,625,000 | |
Private Warrants [Member] | ||
Class of Warrant or Right [Line Items] | ||
Number of warrants outstanding | 12,223,750 |
Earnouts - Additional Informati
Earnouts - Additional Information (Detail) | 12 Months Ended |
Dec. 31, 2023 $ / shares shares | |
Earn Out Shares [Line Items] | |
Number of trading days for determining the share price | 10 days |
Number of consecutive trading days for determining share price | 20 days |
Class E Common Stock [Member] | |
Earn Out Shares [Line Items] | |
Earnout shares issuable | shares | 15,000,000 |
Common stock, par or stated value per share | $ 0.0001 |
Class E One Common Stock [Member] | |
Earn Out Shares [Line Items] | |
Common stock, par or stated value per share | 0.0001 |
Share price | $ 12 |
Number of trading days for determining the share price | 10 days |
Number of consecutive trading days for determining share price | 20 days |
Class E Two Common Stock [Member] | |
Earn Out Shares [Line Items] | |
Share price | $ 14 |
Number of trading days for determining the share price | 10 days |
Number of consecutive trading days for determining share price | 20 days |
Class E Three Common Stock [Member] | |
Earn Out Shares [Line Items] | |
Share price | $ 16 |
Number of trading days for determining the share price | 10 days |
Number of consecutive trading days for determining share price | 20 days |
Class A Common Stock [Member] | |
Earn Out Shares [Line Items] | |
Common stock, par or stated value per share | $ 0.0001 |
Sponsor [Member] | Class E Common Stock [Member] | |
Earn Out Shares [Line Items] | |
Earnout shares issuable | shares | 1,075,061 |
Common Stock, Preferred Stock_3
Common Stock, Preferred Stock and Stockholders' Equity - Additional Information (Detail) | 12 Months Ended | |||
Sep. 01, 2023 shares | Dec. 31, 2023 USD ($) Series $ / shares shares | Sep. 22, 2023 USD ($) | Jun. 30, 2023 shares | |
Schedule Of Stockholders Equity [Line Items] | ||||
Shares, issued | 2,223,250,000 | |||
Share repurchase, amount | $ | $ 300,000 | |||
Share repurchase, shares | 120,644 | |||
Share repurchase, average cost per share | $ / shares | $ 2.31 | |||
Number of warrants outstanding | 43,848,750 | |||
Maximum [Member] | ||||
Schedule Of Stockholders Equity [Line Items] | ||||
Authorized repurchase amount | $ | $ 10,000,000 | |||
Class A Common Stock [Member] | ||||
Schedule Of Stockholders Equity [Line Items] | ||||
Common stock, vote per share | one vote | |||
Common stock, shares authorized | 800,000,000 | |||
Common stock additional shares authorized | 83,747,027 | |||
Common stock warrants | 43,848,750 | |||
Number of warrants outstanding | 12,223,750 | |||
Class B Common Stock [Member] | ||||
Schedule Of Stockholders Equity [Line Items] | ||||
Common stock, vote per share | one vote | |||
Common stock, shares authorized | 20,000,000 | |||
Class M Common Stock [Member] | ||||
Schedule Of Stockholders Equity [Line Items] | ||||
Common stock, vote per share | ten votes | |||
Common stock, shares authorized | 300,000,000 | |||
Class O Common Stock [Member] | ||||
Schedule Of Stockholders Equity [Line Items] | ||||
Common stock, vote per share | one vote | |||
Common stock, shares authorized | 800,000,000 | |||
Class V Common Stock [Member] | ||||
Schedule Of Stockholders Equity [Line Items] | ||||
Common stock, shares authorized | 300,000,000 | |||
Common stock, conversion basis | one-for-one | |||
Common stock percentage of voting rights | 20% | |||
Class E Common Stock [Member] | ||||
Schedule Of Stockholders Equity [Line Items] | ||||
Number of common stock series | Series | 3 | |||
Common stock, shares authorized | 2,250,000 | |||
Common stock, conversion basis | one-for-one | |||
Class E-1 Common Stock [Member] | ||||
Schedule Of Stockholders Equity [Line Items] | ||||
Common stock, shares authorized | 750,000 | |||
Class E-2 Common Stock [Member] | ||||
Schedule Of Stockholders Equity [Line Items] | ||||
Common stock, shares authorized | 750,000 | |||
Class E-3 Common Stock [Member] | ||||
Schedule Of Stockholders Equity [Line Items] | ||||
Common stock, shares authorized | 750,000 | |||
Series A Preferred Stock [Member] | ||||
Schedule Of Stockholders Equity [Line Items] | ||||
Preferred stock, shares issued | 3,125,000 | 4,300,000 | ||
Convertion of preferred shares | 1,175,000 |
Common Stock, Preferred Stock_4
Common Stock, Preferred Stock and Stockholders Equity - Schedule of capital stock (Details) - $ / shares | Dec. 31, 2023 | Jun. 30, 2023 |
Common Class A [Member] | ||
Schedule Of Stockholders Equity [Line Items] | ||
Common Stock, Shares Authorized | 800,000,000 | |
Shares issued | 13,602,691 | |
Shares outstanding | 13,482,047 | 12,358,691 |
Par value | $ 0.0001 | |
Common Class B [Member] | ||
Schedule Of Stockholders Equity [Line Items] | ||
Common Stock, Shares Authorized | 20,000,000 | |
Shares issued | 0 | |
Shares outstanding | 0 | |
Par value | $ 0.0001 | |
Class M Common Stock [Member] | ||
Schedule Of Stockholders Equity [Line Items] | ||
Common Stock, Shares Authorized | 300,000,000 | |
Shares outstanding | 0 | |
Par value | $ 0.0001 | |
Class O Common Stock [Member] | ||
Schedule Of Stockholders Equity [Line Items] | ||
Common Stock, Shares Authorized | 800,000,000 | |
Shares outstanding | 0 | |
Par value | $ 0.0001 | |
Class V Common Stock [Member] | ||
Schedule Of Stockholders Equity [Line Items] | ||
Common Stock, Shares Authorized | 300,000,000 | |
Shares outstanding | 44,100,000 | |
Par value | $ 0.0001 | |
Class E Common Stock [Member] | ||
Schedule Of Stockholders Equity [Line Items] | ||
Common Stock, Shares Authorized | 2,250,000 | |
Shares issued | 1,075,761 | |
Shares outstanding | 1,075,761 | |
Par value | $ 0.0001 | |
Series A Preferred Stock [Member] | ||
Schedule Of Stockholders Equity [Line Items] | ||
Preferred stock, shares authorized | 50,000,000 | |
Preferred stock, par or stated value per share | $ 0.0001 | |
Preferred stock, shares issued | 3,125,000 | 4,300,000 |
Preferred stock, shares outstanding | 3,125,000 | 4,300,000 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Decrease in unrecognized tax benefits | $ 800,000 | ||
Operating loss carryforwards expiration year | 2042 | ||
Uncertain tax position | $ 845,000 | $ 518,000 | $ 0 |
Valuation allowance | 5,169,000 | 225,000 | |
Change in valuation allowance | 5,200,000 | ||
Deferred tax assets | 7,553,000 | 404,000 | |
Income tax (expense) benefit | 49,000 | $ 395,000 | |
Maximum [Member] | |||
Unrecognized tax benefits penalties and interets | 100,000 | ||
BT Hold Co LLC [Member] | |||
Valuation allowance | 5,200,000 | ||
Deferred tax assets | 2,400,000 | ||
Canada Revenue Agency [Member] | |||
Net operating loss carryforwards | $ 700,000 | ||
Tax Receivable Agreement [Member] | |||
Tax savings percentage distributable | 85% | ||
Payable as per tax receivable agreement | $ 900,000 | ||
Tax receivable agreement liability | 900,000 | ||
Capital Loss Carryforward [Member] | |||
Tax credit carryforward | 100,000 | ||
Domestic Tax Authority [Member] | |||
Provision for cumulative unremitted earnings of foreign subsidiaries | 0 | ||
Foreign Tax Authority [Member] | |||
Provision for cumulative unremitted earnings of foreign subsidiaries | $ 0 |
Income Taxes - Schedule of Inco
Income Taxes - Schedule of Income (Loss) from Continuing Operations before Income Taxes (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | ||
United States | $ 2,215 | $ 7,784 |
Non-U.S. | (696) | (3,843) |
Income before provision for income taxes and non-controlling interest | $ 1,519 | $ 3,941 |
Income Taxes - Schedule of Comp
Income Taxes - Schedule of Components of Provision (Benefit) for Income Taxes (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Current: | ||
Federal | $ 959 | $ 0 |
State | 380 | 647 |
Foreign | 0 | 0 |
Total current provision for income taxes | 1,339 | 647 |
Deferred: | ||
Federal | (800) | 0 |
State | (121) | 26 |
Foreign | (369) | (278) |
Total deferred provision for income taxes | (1,290) | (252) |
Total provision for income taxes | $ 49 | $ 395 |
Income Taxes - Schedule of Reco
Income Taxes - Schedule of Reconciliation of Income Tax Expense (Benefit) at Statutory Federal Income Tax Rates (Detail) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | ||
Federal income tax (benefit) at statutory rate | 21% | 21% |
State taxes, net of federal benefit | (37.21%) | 9.88% |
Permanent differences | 5.27% | 12.30% |
Transaction expenses | 106.43% | 0% |
Stock excise tax | 22.08% | 0% |
PIPE adjustment | 190.66% | 0% |
Shaolin fees | 12.38% | 0% |
R&D credits | (1.65%) | 0% |
Change in valuation allowance | 329.50% | 4.53% |
Foreign rate differential | (2.52%) | 4.90% |
Return to provision | (6.48%) | (1.53%) |
Stock compensation | 7.65% | 0% |
Non-controlling interest | (417.17%) | (45.74%) |
Partnership outside basis adjustments | (229.62%) | 0% |
Global intangible low taxed income | 5.35% | 0% |
Other | (2.45%) | 4.31% |
Effective tax rate | 3.22% | 9.65% |
Income Taxes - Schedule Of Co_2
Income Taxes - Schedule Of Components Of Company's Deferred Tax Assets (Liabilities) (Detail) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Deferred tax assets: | ||
Foreign net operating loss carryforwards | $ 193 | $ 122 |
Accrued expenses | 906 | 0 |
Credits | 37 | 0 |
Investment in partnership | 5,169 | 0 |
Property and equipment | 134 | 101 |
Start up costs | 751 | 0 |
Deferred issuance costs | 59 | 0 |
Cryptocurrency safeguarding liability | 239 | |
Foreign currency gains and losses | 0 | 150 |
Other | 65 | 31 |
Deferred tax assets before valuation allowance | 7,553 | 404 |
Less: Valuation allowance | (5,169) | (225) |
Deferred tax assets net of valuation allowance | 2,384 | 179 |
Deferred tax liabilities: | ||
Foreign currency gains and losses | (171) | 0 |
Cryptocurrency safeguarding asset | (239) | |
Intangibles | (1,016) | (1,418) |
Deferred tax liabilities | (1,426) | (1,418) |
Total net deferred tax liabilities | $ (1,239) | |
Total net deferred tax assets | $ 958 |
Income Taxes - Summary of Compa
Income Taxes - Summary of Company's Unrecognized Tax Benefits (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | ||
Unrecognized tax benefits beginning of year | $ 518 | $ 0 |
Gross change for current year positions | 0 | 0 |
Increases for prior period positions | 327 | 518 |
Decrease for prior period positions | 0 | 0 |
Decrease due to settlements and payments | 0 | 0 |
Decrease due to statute limitations | 0 | 0 |
Unrecognized tax benefits end of the year | $ 845 | $ 518 |
Share-Based Compensation - Addi
Share-Based Compensation - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Millions | 1 Months Ended | 12 Months Ended | |
Jul. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
2023 Omnibus incentive plan | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Share price | $ 3.23 | ||
Share-based payment arrangement, expense | $ 3.4 | ||
Bit Access Plan [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Share-based payment arrangement, expense | 0.7 | $ 1.2 | |
Share-based payment arrangement, nonvested award, cost not yet recognized, amount | 0.1 | ||
Phantom Plan [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Payment to settle the Phantom Equity Participation Plan and the related obligation at the closing of the merger | $ 0.4 | ||
Employee Stock Option | Bit Access Plan [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Share-based compensation arrangement by share-based payment award, award vesting period | 2 years | ||
Share-based compensation arrangement by share-based payment award, expiration period | 10 years | ||
Restricted Stock Units (RSUs) [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Share-based compensation arrangement by share-based payment award, granted | 1,473,585 | ||
Restricted Stock Units (RSUs) [Member] | Bit Access Plan [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Share-based compensation arrangement by share-based payment award, award vesting period | 2 years | ||
Share-based compensation arrangement by share-based payment award, expiration period | 10 years | ||
Restricted Stock Units (RSUs) [Member] | Phantom Plan [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Share-based compensation arrangement by share-based payment award, shares issued in period | 35,000 | ||
Time-based RSU's [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Share-based compensation arrangement by share-based payment award, shares issued in period | 1,473,585 | ||
Share-based payment arrangement, nonvested award, cost not yet recognized, amount | $ 3.4 | ||
Time-based RSU's [Member] | 2023 Omnibus incentive plan | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Share-based payment arrangement, expense | $ 1.8 | ||
Time-based RSU's [Member] | Cliff Vesting [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Share-based compensation arrangement by share-based payment award, shares issued in period | 224,000 | ||
Share-based compensation arrangement by share-based payment award, award vesting period | 2 years | ||
Share-based compensation arrangement by share-based payment award, granted | 800,000 | ||
Performance-based RSU's [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Share-based compensation arrangement by share-based payment award, granted | 1,000,000 | ||
Common Class A [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Earn out provision share price | $ 12 | ||
Common Class A [Member] | 2023 Omnibus incentive plan | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Share-based compensation arrangement by share-based payment award, number of shares available for grant | 6,029,445 | ||
Chief Executive Officer [Member] | 2023 Omnibus incentive plan | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Share-based compensation arrangement by share-based payment award, shares issued in period | 500,000 | ||
Share-based payment arrangement, expense | $ 1.6 | ||
Special Closing Bonus [Member] | Non Employee Directors [Member] | Time-based RSU's [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Share-based compensation arrangement by share-based payment award, granted | 175,000 | ||
Special Closing Bonus [Member] | Employees [Member] | Time-based RSU's [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Share-based compensation arrangement by share-based payment award, award vesting period | 1 year | ||
Share-based compensation arrangement by share-based payment award, granted | 241,000 |
Share-Based Compensation - Sche
Share-Based Compensation - Schedule of BitAccess Plan Stock Option Activity (Detail) - Bit Access Plan [Member] - $ / shares | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Employee Stock Option | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Options - Beginning balance | 106,938 | 308,253 | |
Options - Granted | 39,600 | 84,380 | |
Options - Exercised | (68,058) | (240,195) | |
Options - Forfeited | (34,700) | (45,500) | |
Options - End balance | 43,780 | 106,938 | 308,253 |
Options - Vested and exercisable | 12,249 | 1,719 | |
Weighted-average exercise price - Beginning balance | $ 1.04 | $ 0 | |
Weighted-average exercise price - Granted | 2.86 | 2.86 | |
Weighted-average exercise price - Exercised | 0 | 0 | |
Weighted-average exercise price - Forfeited | 2.86 | 2.86 | |
Weighted-average exercise price - End balance | 2.86 | 1.04 | $ 0 |
Weighted-average exercise price - Vested and exercisable | $ 0 | $ 0 | |
Weighted-average remaining contractual term - Outstanding | 8 years 7 months 6 days | 8 years 10 months 9 days | 9 years 6 months 18 days |
Weighted-average remaining contractual term - Granted | 9 years 3 days | 9 years 4 months 2 days | |
Weighted-average grant-date fair value - Outstanding | $ 1.21 | $ 1.13 | $ 4.44 |
Weighted-average grant-date fair value - Granted | 3.05 | 3.1 | |
Weighted-average grant-date fair value - Exercised | 4.44 | 4.44 | |
Weighted-average grant-date fair value - Forfeited | 3.07 | 3.1 | |
Weighted-average grant-date fair value - Vested and exercisable | $ 3.1 | $ 3.02 | |
Restricted Stock Units (RSUs) [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Restricted stock units - Beginning balance | 81,142 | 237,600 | |
Restricted stock units - Issued | (156,458) | ||
Restricted stock units - Forfeited | (25,641) | ||
Restricted stock units - Exercised | (55,501) | ||
Restricted stock units - End balance | 81,142 | 237,600 |
Share-Based Compensation - Sc_2
Share-Based Compensation - Schedule of Performance Stock Units and Restricted Stock Units Activity (Detail) | 12 Months Ended |
Dec. 31, 2023 $ / shares shares | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Weighted-average grant date fair value - Granted | $ / shares | $ 3.59 |
Weighted-average grant date fair value - Forfeited | $ / shares | 3.61 |
Weighted-average grant date fair value - Delivered | $ / shares | 3.61 |
Weighted-average grant date fair value - Ending balance | $ / shares | $ 3.59 |
Restricted Stock Units (RSUs) [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Amount or number - Granted | shares | 1,473,585 |
Amount or number - Forfeited | shares | (52,500) |
Amount or number - Delivered | shares | (69,000) |
Amount or number - Outstanding - Ending balance | shares | 1,352,085 |
Net Income (loss) per Share - S
Net Income (loss) per Share - Schedule of loss per share and weighted average of common stock outstanding (Detail) $ / shares in Units, $ in Thousands | 12 Months Ended |
Dec. 31, 2023 USD ($) $ / shares shares | |
Numerator [Abstract] | |
Net income (loss) attributable to common stockholders - basic | $ | $ (26,102) |
Net income (loss) attributable to common stockholders - diluted | $ | $ (26,102) |
Denominator [Abstract] | |
Weighted average common stock outstanding - basic | shares | 16,675,529 |
Weighted average common stock outstanding - diluted | shares | 16,675,529 |
Earnings per share, basic | $ (1.57) |
Earnings per share, diluted | (1.57) |
Bitcoin Depot Inc. [Member] | |
Denominator [Abstract] | |
Earnings per share, basic | (1.57) |
Earnings per share, diluted | $ (1.57) |
Net Income (loss) per Share -_2
Net Income (loss) per Share - Schedule of securities were not included in the computation of diluted shares outstanding (Detail) | 12 Months Ended |
Dec. 31, 2023 shares | |
PubCo Warrants - Public and Private | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |
Number of securities | 43,848,750 |
PubCo Class E Common Stock - Earnouts Units | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |
Number of securities | 1,075,761 |
BT OpCo Founder Convertible Preferred Units | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |
Number of securities | 2,900,000 |
BT OpCo Exchangeable Non-Controlling Interest | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |
Number of securities | 41,200,000 |
BT OpCo Earnouts Units | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |
Number of securities | 15,000,000 |
2023 Incentive Plan RSU awards | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |
Number of securities | 1,352,145 |
Defined Contribution Plan - Add
Defined Contribution Plan - Additional Information (Detail) - Defined Contribution Plan [Member] - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Defined Contribution Plan Disclosure [Line Items] | ||
Defined contribution plan, annual limit of eligible compensation percentage | 90% | |
Defined contribution plan, employer matching contribution, percent of employees gross pay | 50% | |
Defined contribution plan, employer matching contribution, percent of match | 6% | |
Defined contribution plan, employer contribution | $ 0.2 | $ 0.2 |
Significant Vendor - Additional
Significant Vendor - Additional Information (Detail) $ in Millions | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Disclosure Of Significant Vendor [Line Items] | |
Purchased software services (excluding depreciation and amortization) | $ 2.3 |
Leases - Additional Information
Leases - Additional Information (Detail) | 1 Months Ended | 12 Months Ended | ||
Dec. 31, 2023 USD ($) Bitcoinmachine | Dec. 31, 2023 USD ($) LeaseArrangement Bitcoinmachine | Dec. 31, 2022 USD ($) | Jan. 01, 2022 USD ($) | |
Lessee, Lease, Description [Line Items] | ||||
Operating lease liability | $ 598,000 | $ 598,000 | $ 600,000 | |
Operating lease right of use assets | 484,000 | 484,000 | $ 302,000 | 400,000 |
Deferred rent liability | $ 200,000 | |||
Periodic lease payment | 7,000,000 | |||
Remeasurement value of finance lease liability | 9,000,000 | |||
Terminated finance lease liability | 700,000 | 700,000 | ||
Loss on termination of lease | (1,705,000) | |||
Undisocunted finance lease payment due | 11,103,000 | 11,103,000 | ||
Finance lease liability | 9,649,000 | 9,649,000 | ||
Payable On January 2023 | ||||
Lessee, Lease, Description [Line Items] | ||||
Periodic lease payment | 1,900,000 | |||
Payable On April 2023 | ||||
Lessee, Lease, Description [Line Items] | ||||
Periodic lease payment | 1,900,000 | |||
Payable On July 2023 | ||||
Lessee, Lease, Description [Line Items] | ||||
Periodic lease payment | 2,500,000 | |||
Payable On October 2023 | ||||
Lessee, Lease, Description [Line Items] | ||||
Periodic lease payment | 1,300,000 | |||
Payable On January 2024 | ||||
Lessee, Lease, Description [Line Items] | ||||
Periodic lease payment | $ 1,300,000 | |||
Office space leases | ||||
Lessee, Lease, Description [Line Items] | ||||
Lessee finance lease description | The Company has obligations as a lessee for office space under a noncancellable lease arrangement that expires in May 2025, with options to renew up to five years. | |||
BTM kiosk leases | ||||
Lessee, Lease, Description [Line Items] | ||||
Lessee finance lease description | The Company has obligations as a lessee for BTM kiosks. The leases for the BTM kiosks are classified as finance leases in accordance with Topic 842 that expire on various dates through June 30, 2026. The BTM kiosk lease agreements are for two or three year terms and include various options to either renew the lease, purchase the kiosks or exercise a bargain option to purchase the kiosk at the end of the term. Certain finance leases are personally guaranteed by the CEO and contain guarantees for return of equipment by the CEO. | |||
Remeasurement value of finance lease asset | $ 8,900,000 | |||
Number of machines leased | Bitcoinmachine | 2,050 | |||
Transfer of leased assets to assets owned | $ 3,000,000 | |||
Transfer of remaining leased assets to assets owned | 1,800,000 | |||
Convertible finance lease liabilities to notes payable | 1,300,000 | |||
Other finance leases transferred | 1,700,000 | |||
Noncash investing activities associated with lease agreements | 6,500,000 | |||
Noncash financing activities associated with lease agreements | 6,500,000 | |||
Terminated finance lease right of use asset | $ 7,500,000 | 7,500,000 | ||
Loss on termination of lease | $ (1,700,000) | |||
Finance lease term | 3 years | 3 years | ||
Undisocunted finance lease payment due | $ 7,100,000 | $ 7,100,000 | ||
Purchase price of asset at the end of lease term | 1 | |||
Finance lease liability | 5,700,000 | 5,700,000 | ||
Finance lease right of use asset | $ 5,700,000 | $ 5,700,000 | ||
Number of lease arrangement terminated | LeaseArrangement | 3 | |||
BTM kiosk leases | Finance Agreement [Member] | ||||
Lessee, Lease, Description [Line Items] | ||||
Number of machines purchased | Bitcoinmachine | 450 | |||
Cost of machines purchased | $ 1,300,000 |
Leases - Schedule of Components
Leases - Schedule of Components of Lease Expense (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Finance lease expense: | ||
Amortization of right-of-use-assets | $ 8,492 | $ 13,729 |
Interest on lease liabilities | 3,343 | 4,872 |
Total finance lease expense | 11,835 | 18,601 |
Operating lease expense | 293 | 220 |
Short-term lease expense | 34,526 | 39,765 |
Total lease expense | 46,654 | 58,586 |
Other information: | ||
Operating cash flows used for finance leases | (3,343) | (4,872) |
Operating cash flows used for operating leases | (318) | (222) |
Financing cash flows used for finance leases | $ (14,005) | $ (17,106) |
Weighted-average remaining lease term - finance leases | 1 year 7 months 9 days | 1 year 11 months 15 days |
Weighted-average remaining lease term - operating leases | 2 years 3 months 25 days | 2 years 3 months |
Weighted-average discount rate - finance leases | 17.90% | 17% |
Weighted-average discount rate - operating leases | 16.60% | 15% |
Leases - Schedule of Maturities
Leases - Schedule of Maturities of Non-cancellable Operating Lease Liabilities (Detail) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 | Jan. 01, 2022 |
Lessee, Operating Lease, Liability, to be Paid, Fiscal Year Maturity [Abstract] | |||
2024 | $ 355 | ||
2025 | 221 | ||
2026 | 120 | ||
2027 | 30 | ||
Total undiscounted lease payments | 726 | ||
Less: imputed interest | (128) | ||
Total operating lease liability | 598 | $ 600 | |
Less: operating lease liabilities, current | (279) | $ (228) | |
Operating lease liabilities, net of current portion | $ 319 | $ 247 |
Leases - Schedule of Maturiti_2
Leases - Schedule of Maturities of Non-cancellable Finance Lease Liabilities (Detail) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Finance Lease, Liability, to be Paid, Fiscal Year Maturity [Abstract] | ||
2024 | $ 7,910 | |
2025 | 2,518 | |
2026 | 675 | |
Total undiscounted lease payments | 11,103 | |
Less: imputed interest | (1,454) | |
Total finance lease liability | 9,649 | |
Less: current installments of obligations under finance leases | (6,801) | $ (18,437) |
Obligations under finance leases, excluding current installments | $ 2,848 | $ 6,140 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) - Lux Vending LLC [Member] $ in Millions | Jan. 13, 2023 USD ($) |
Loss Contingencies [Line Items] | |
Loss contingency damages sought value | $ 23 |
Cash transaction value of business combination | 880 |
Maximum [Member] | |
Loss Contingencies [Line Items] | |
Loss contingency, estimated possible loss | 23 |
Minimum [Member] | |
Loss Contingencies [Line Items] | |
Loss contingency, estimated possible loss | $ 0 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Detail) - Subsequent Event [Member] - USD ($) | Mar. 26, 2024 | Mar. 13, 2024 |
Subsequent Event [Line Items] | ||
Expenses recognized on funding of additional principal amount | $ 500 | |
BTM Kiosk [Member] | ||
Subsequent Event [Line Items] | ||
Consideration transferred | $ 4,600,000 | |
Amended And Restated Credit Agreement [Member] | ||
Subsequent Event [Line Items] | ||
Additional principal amount | $ 15,700,000 | |
Debt instrument, maturity date | Jun. 23, 2026 | |
Percentage of debt instrument exit fee | 8.50% | |
Amended And Restated Credit Agreement [Member] | June 15, 2025 [Member] | ||
Subsequent Event [Line Items] | ||
Repayment of additional principal amount | $ 600,000 | |
Amended And Restated Credit Agreement [Member] | December 15, 2025 [Member] | ||
Subsequent Event [Line Items] | ||
Repayment of additional principal amount | 800,000 | |
Amended And Restated Credit Agreement [Member] | June 15, 2026 [Member] | ||
Subsequent Event [Line Items] | ||
Repayment of additional principal amount | $ 900,000 |