Cover Page
Cover Page - shares | 3 Months Ended | |
Mar. 31, 2024 | May 13, 2024 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Mar. 31, 2024 | |
Document Fiscal Year Focus | 2024 | |
Document Fiscal Period Focus | Q1 | |
Entity Registrant Name | Bitcoin Depot Inc. | |
Entity Central Index Key | 0001901799 | |
Current Fiscal Year End Date | --12-31 | |
Document Quarterly Report | true | |
Document Transition Report | false | |
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 | |
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 | |
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 $11.50 per share | |
Trading Symbol | BTMWW | |
Security Exchange Name | NASDAQ | |
Common Class A [Member] | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 17,345,855 | |
Series A Preferred Stock [Member] | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 3,075,000 | |
Common Class B [Member] | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 0 | |
Class E Common Stock [Member] | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 1,075,761 | |
Class M Common Stock [Member] | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 0 | |
Class O Common Stock [Member] | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 0 | |
Class V Common Stock [Member] | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 41,193,024 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Current: | ||
Cash and cash equivalents | $ 42,151 | $ 29,759 |
Cryptocurrencies | 441 | 712 |
Accounts receivable | 348 | 245 |
Prepaid expenses and other current assets | 8,766 | 6,554 |
Total current assets | 51,706 | 37,270 |
Property and equipment: | ||
Furniture and fixtures | 635 | 635 |
Leasehold improvements | 172 | 172 |
Kiosk machines - owned | 24,667 | 24,222 |
Kiosk machines - leased | 20,499 | 20,524 |
Total property and equipment | 45,973 | 45,553 |
Less: accumulated depreciation | (23,228) | (20,699) |
Total property and equipment, net | 22,745 | 24,854 |
Intangible assets, net | 3,502 | 3,836 |
Goodwill | 8,717 | 8,717 |
Operating lease right-of-use assets, net | 1,019 | 484 |
Deposits | 577 | 412 |
Deferred tax assets | 1,804 | 1,804 |
Total assets | 90,070 | 77,377 |
Current: | ||
Accounts payable | 10,576 | 8,337 |
Accrued expenses and other current liabilities | 18,869 | 21,545 |
Notes payable | 3,437 | 3,985 |
Income taxes payable | 2,545 | 2,484 |
Deferred revenue | 912 | 297 |
Operating lease liabilities, current portion | 454 | 279 |
Current installments of obligations under finance leases | 5,459 | 6,801 |
Other non-income tax payable | 2,299 | 2,297 |
Total current liabilities | 44,551 | 46,025 |
Long-term liabilities | ||
Notes payable, non-current | 35,863 | 17,101 |
Operating lease liabilities, non-current | 666 | 319 |
Obligations under finance leases, non-current | 2,293 | 2,848 |
Deferred income tax, net | 851 | 846 |
Tax receivable agreement liability due to related party, non-current | 865 | 865 |
Total Liabilities | 85,089 | 68,004 |
Commitments and Contingencies (Note 18) | ||
Stockholders' Equity | ||
Treasury stock | (437) | (279) |
Additional paid-in capital | 18,215 | 17,326 |
Accumulated deficit | (34,201) | (32,663) |
Accumulated other comprehensive loss | (199) | (203) |
Total Stockholders' (Deficit) Attributable to Bitcoin Depot Inc. | (16,617) | (15,814) |
Non-controlling interest | ||
Equity attributable to non-controlling interests | 21,598 | 25,187 |
Total Stockholders' Equity | 4,981 | 9,373 |
Total Liabilities and Stockholders' Equity | 90,070 | 77,377 |
Series A Preferred Stock [Member] | ||
Stockholders' Equity | ||
Series A Preferred Stock, $0.0001 par value; 50,000,000 authorized, 3,075,000 and 3,125,000 shares issued and outstanding, at March 31, 2024 and December 31, 2023, respectively | 0 | 0 |
Common Class A [Member] | ||
Stockholders' Equity | ||
Common stock | 1 | 1 |
Class E Common Stock [Member] | ||
Stockholders' Equity | ||
Common stock | 0 | 0 |
Common Class B [Member] | ||
Stockholders' Equity | ||
Common stock | 0 | 0 |
Common Class M [Member] | ||
Stockholders' Equity | ||
Common stock | 0 | 0 |
Common Class O [Member] | ||
Stockholders' Equity | ||
Common stock | 0 | 0 |
Common Class V [Member] | ||
Stockholders' Equity | ||
Common stock | $ 4 | $ 4 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Mar. 31, 2024 | Dec. 31, 2023 |
Series A Preferred Stock [Member] | ||
Preferred stock, par or stated value per share | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 50,000,000 | 50,000,000 |
Preferred stock, shares issued | 3,075,000 | 3,125,000 |
Preferred stock, shares outstanding | 3,075,000 | 3,125,000 |
Common Class A [Member] | ||
Common stock, par or stated value per share | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 800,000,000 | 800,000,000 |
Common stock, shares, issued | 13,721,691 | 13,602,691 |
Common stock, shares outstanding | 13,531,071 | 13,482,047 |
Class E Common Stock [Member] | ||
Common stock, par or stated value per share | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 2,250,000 | 2,250,000 |
Common stock, shares, issued | 1,075,761 | 1,075,761 |
Common stock, shares outstanding | 1,075,761 | 1,075,761 |
Common Class B [Member] | ||
Common stock, par or stated value per share | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 20,000,000 | 20,000,000 |
Common stock, shares, issued | 0 | 0 |
Common stock, shares outstanding | 0 | 0 |
Common Class M [Member] | ||
Common stock, par or stated value per share | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 300,000,000 | 300,000,000 |
Common stock, shares, issued | 0 | 0 |
Common stock, shares outstanding | 0 | 0 |
Common Class O [Member] | ||
Common stock, par or stated value per share | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 800,000,000 | 800,000,000 |
Common stock, shares, issued | 0 | 0 |
Common stock, shares outstanding | 0 | 0 |
Common Class V [Member] | ||
Common stock, par or stated value per share | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 300,000,000 | 300,000,000 |
Common stock, shares, issued | 44,100,000 | 44,100,000 |
Common stock, shares outstanding | 44,100,000 | 44,100,000 |
Consolidated Statements Of (Los
Consolidated Statements Of (Loss) Income And Comprehensive (Loss) Income - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Income Statement [Abstract] | ||
Revenue | $ 138,539 | $ 163,603 |
Cost of revenue (excluding depreciation and amortization) | 121,287 | 141,300 |
Operating expenses: | ||
Selling, general, and administrative | 13,606 | 10,836 |
Depreciation and amortization | 2,947 | 2,796 |
Total operating expenses | 16,553 | 13,632 |
Income from operations | 699 | 8,671 |
Other (expense) income: | ||
Interest (expense) | (4,944) | (2,947) |
Other income (expense) | 6 | (115) |
Loss on foreign currency transactions | (127) | (148) |
Total other (expense) | (5,065) | (3,210) |
(Loss) Income before provision for income taxes and non-controlling interest | (4,366) | 5,461 |
Income tax benefit | 138 | 622 |
Net (loss) income | (4,228) | 6,083 |
Net income attributable to Legacy Bitcoin Depot unit holders | 6,291 | |
Net (loss) attributable to non-controlling interest | (2,690) | (208) |
Net income (loss) post the Merger | (1,538) | 0 |
Net (loss) income after transaction | (4,228) | 6,083 |
Foreign currency translation adjustments | 13 | 0 |
Total comprehensive (loss) income | (4,215) | 6,083 |
Comprehensive income attributable to Legacy Bitcoin Depot unit holders | 0 | 6,291 |
Comprehensive (loss) attributable to non-controlling interest | (2,677) | $ (208) |
Comprehensive (loss) attributable to Bitcoin Depot Inc. | $ (1,538) | |
(Loss) earnings per share basic | $ (0.25) | |
(Loss) earnings per share diluted | $ (0.25) | |
Weighted average shares: | ||
Weighted average shares Basic | 16,616,864 | |
Weighted average shares diluted | 16,616,864 |
Consolidated Statement Of Chang
Consolidated Statement Of Changes In Stockholders' Equity And Member's Equity - USD ($) $ in Thousands | Total | Equity Attributed to Legacy Bitcoin Depot [Member] | Treasury Stock [Member] | Additional Paid-in Capital [Member] | Accumulated Other Comprehensive Loss [Member] | Accumulated Deficit [Member] | Non-controlling Interest [Member] | Total Equity Attributed to Bitcoin Depot [Member] | Series A Preferred Stock [Member] Preferred Stock [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, 2022 | $ 9,444 | $ 7,396 | $ (182) | $ 2,230 | $ 7,214 | |||||||
Distributions | (505) | (505) | (505) | |||||||||
Foreign currency translation | 0 | |||||||||||
Share-based compensation expense | 191 | 191 | ||||||||||
Net income (loss) | 6,083 | 6,291 | (208) | 6,291 | ||||||||
Ending Balance at Mar. 31, 2023 | 15,213 | $ 13,182 | (182) | 2,213 | 13,000 | |||||||
Beginning Balance at Dec. 31, 2023 | 9,373 | $ (279) | $ 17,326 | (203) | $ (32,663) | 25,187 | (15,814) | $ 1 | $ 4 | |||
Beginning Balance (Shares) at Dec. 31, 2023 | (120,644) | 3,125,000 | 13,602,691 | 44,100,000 | 1,075,761 | |||||||
Distributions | (916) | (916) | ||||||||||
Foreign currency translation | 13 | 4 | 9 | 4 | ||||||||
Conversion of Series A preferred stock to class A common stock Shares | (50,000) | 50,000 | ||||||||||
Share-based compensation expense | 897 | 889 | 8 | 889 | ||||||||
Treasury shares | $ (158) | $ (158) | (158) | |||||||||
Treasury shares | (69,976) | (69,976) | ||||||||||
Shares issued for vested RSU awards | 69,000 | |||||||||||
Net Income (loss) attributable to Bitcoin Depot Inc. | $ (4,228) | (1,538) | (2,690) | (1,538) | ||||||||
Net income (loss) | (4,228) | |||||||||||
Ending Balance at Mar. 31, 2024 | $ 4,981 | $ (437) | $ 18,215 | $ (199) | $ (34,201) | $ 21,598 | $ (16,617) | $ 1 | $ 4 | |||
Ending Balance (Shares) at Mar. 31, 2024 | (190,620) | 3,075,000 | 13,721,691 | 44,100,000 | 1,075,761 |
Consolidated Statements Of Cash
Consolidated Statements Of Cash Flows - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Cash flows from Operating Activities: | ||
Net (loss) Income | $ (4,228) | $ 6,083 |
Adjustments to reconcile net income to net cash (used in) operating activities: | ||
Amortization of deferred financing costs | 544 | 155 |
Accretion to contingent earn-out liability | 69 | |
Depreciation and amortization | 2,947 | 2,796 |
Non-cash share-based compensation | 897 | 191 |
Purchase of services in cryptocurrencies | 347 | 292 |
Deferred taxes | 5 | (427) |
Loss on lease termination | 533 | |
Write-off of deferred financing costs | 3,136 | |
Loss on disposal of property and equipment | 26 | 225 |
Reduction in carrying amount of right-of-use assets | 49 | 24 |
Cryptocurrency received as payment | (485) | (211) |
Change in operating assets and liabilities: | ||
Deposits | (165) | |
Accounts receivable | (104) | (483) |
Cryptocurrencies | 409 | 34 |
Prepaid expenses and other current assets | (364) | (2,072) |
Accounts payable | 2,241 | 84 |
Accrued expenses and other current liabilities | (4,524) | 2,655 |
Income taxes payable | 61 | 74 |
Other non-income tax payable | 2 | |
Deferred revenue | 615 | 28 |
Operating leases, net | (62) | (40) |
Net Cash Flows Provided by Operations | 1,347 | 10,010 |
Cash flows from Investing Activities: | ||
Acquisition of property and equipment | (558) | |
Net Cash Flows Used In Investing Activities | (558) | |
Cash flows from Financing Activities: | ||
Proceeds from issuance of note payable | 15,191 | |
Principal payments on notes payable | (639) | (2,250) |
Principal payments on finance lease | (1,896) | (3,154) |
Payment of deferred financing costs | (19) | |
Purchase of treasury stock | (158) | |
Distributions | (916) | (482) |
Net Cash Flows Provided by (Used In) Financing Activities | 11,563 | (5,886) |
Net change in cash and cash equivalents | 12,392 | 4,125 |
Effect of exchange rate changed on cash and cash equivalents | 40 | 1 |
Cash and cash equivalents - beginning of period | 29,759 | 37,540 |
Cash and cash equivalents - end of period | 42,151 | 41,665 |
Cash paid during the three months ended March 31 for: | ||
Interest | 1,814 | 2,511 |
Income taxes | 40 | $ 3 |
Noncash Investing and Financing Items [Abstract] | ||
Proceeds from the issuance of term loan | 15,191 | |
Issuance of term loan net of fees paid | 500 | |
Old Term Loan [Member] | ||
Noncash Investing and Financing Items [Abstract] | ||
Debt instrument, face amount | 19,900 | |
New Term Loan [Member] | ||
Noncash Investing and Financing Items [Abstract] | ||
Debt instrument, face amount | $ 35,600 |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Pay vs Performance Disclosure | ||
Net Income (Loss) | $ (1,538) | $ 0 |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Mar. 31, 2024 | |
Trading Arrangements, by Individual | |
Rule 10b5-1 Arrangement Adopted | false |
Non-Rule 10b5-1 Arrangement Adopted | false |
Rule 10b5-1 Arrangement Terminated | false |
Non-Rule 10b5-1 Arrangement Terminated | false |
Organization and Background
Organization and Background | 3 Months Ended |
Mar. 31, 2024 | |
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. 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 purchase cryptocurrency online for which the Company earns a commission. 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; (l) expectations among market participants that the value of a cryptocurrency will soon change; and (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 March 31, 2024, the Company had current assets of $ 51.7 million, including cash and cash equivalents of $ 42.2 million, current liabilities of $ 44.6 million, total stockholders’ equity of $ 5.0 million and an accumulated deficit of $ 34.2 million. For the three months ended March 31, 2024, the Company recognized net loss of $ 4.2 million and generated positive cash flows from operations of $ 1.3 million, and had cash flows provided by financing activities of $ 11.6 million, primarily due to the issuance of notes payable. The Company expected 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 lower revenue and margin, 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 and Summa
Basis of Presentation and Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2024 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Summary of Significant Accounting Policies | (2) Basis of Presentation and Summary of Significant Accounting Policies (a) Basis of Presentation Unaudited Interim Financial Statements The unaudited interim consolidated financial statements have been prepared in accordance with U.S. GAAP and pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”) with respect to interim reporting. The unaudited consolidated financial statements should be read in conjunction with the audited consolidated financial statements of the Company as of December 31, 2023 on Form 10-K, filed with the SEC on April 15, 2024. The Company has included all normal recurring items and adjustments necessary for a fair presentation of the results of the interim period. The Company’s interim unaudited consolidated financial statements are not necessarily indicative of results that may be expected for any other interim period or for the full year. 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. 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 10. Intercompany balances and transactions have been eliminated in consolidation. 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) (“Legacy Bitcoin Depot”) and BT Assets, Inc. (“BT Assets”) (the “Transaction Agreement”). 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 Closing (“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 10. Following the closing of the Merger, 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. 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 (loss) income and comprehensive (loss) income, reflective of the recapitalization of the Merger. As a result of the reverse capitalization accounting, the 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. In connection with the Merger, the Company’s Class A common stock is now listed on the National Association of Securities of Dealers Automated Quotations (“Nasdaq”) under the symbol BTM and the Warrants to purchase the Class A common stock are listed on the Nasdaq 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 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. 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. (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, 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 $ 13.7 million and $ 12.2 million in BTMs at March 31, 2024 and December 31, 2023, respectively. Cash maintained in fiat wallets with cryptocurrency exchanges is not insured. The Company had $ 0.1 million in cash with cryptocurrency exchanges as of March 31, 2024 and December 31, 2023. A significant customer concentration is defined as one from whom at least 10 % of revenue is derived. The Company had no significant customer concentration for the three months ended March 31, 2024 and 2023. (d) Cash and Cash Equivalents Cash and cash equivalents includes cash maintained at various financial institutions, cryptocurrency exchanges, and 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 March 31, 2024 and December 31, 2023, the Company had cash in transit of $ 6.3 million and $ 5.3 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 three months ended March 31, 2024 and for the year ended December 31, 2023. 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. The Company 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, net of impairments, on a first-in, first-out basis within 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 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 (Loss) Income and Comprehensive (Loss) Income 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 three months ended March 31, 2024 and 2023 totaled $ 2.6 million, and $ 2.4 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 three months ended March 31, 2024 and 2023. (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 three months ended March 31, 2024 and 2023. 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 and BDCheckout 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 or through BDCheckout. 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. 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 validated on the blockchain. The typical process time for our transactions with customers is 30 minutes or less. 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 Sheets and are not material as of March 31, 2024 and December 31, 2023. 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. (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 lease 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 software on the BTM kiosks, and fees paid to transfer cryptocurrencies to customers. Floorspace lease expenses Floorspace lease expenses include lease expense 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 (Loss) Income and Comprehensive (Loss) Income 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 expense s were $ 1.7 million and $ 1.2 million for the three months ended March 31, 2024 and 2023, respectively. Amoun ts are included in selling, general and administrative expenses in the Consolidated Statements of (Loss) Income and Comprehensive (Loss) Income. (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 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’ Equity, identified as accumulated other comprehensive loss. (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 three months ended March 31, 2024 and 2023, 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. (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. (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 Merger 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. ( 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. (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 attribu |
Recent Accounting Pronouncement
Recent Accounting Pronouncements | 3 Months Ended |
Mar. 31, 2024 | |
Accounting Standards Update and Change in Accounting Principle [Abstract] | |
Recent Accounting Pronouncements | (3) Recent Accounting Pronouncements Accounting Pronouncement Adopted In October 2021, the Financial Accounting Standards Board (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 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 accounting standard effective January 1, 2024 with no 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 still assessing the impacts to its consolidated financial statements. 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. |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2024 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | (4) Related Party Transactions During the three months ended March 31, 2023 , the Company distributed to BT Assets 112.4 Litecoin ("LTC") and 7.5 Ethereum ("ETH") with a total cost basis of $ 0.02 million. Total cash distributions made to BT Assets during the three months ended March 31, 2024 and 2023 were $ 0.9 million and $ 0.5 millio n, 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 the Consolidated Statement of Changes in Member's Equity. At the closing of the Merger, the Company entered into a Tax Receivable Agreement with BT 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 we realize, or in certain circumstances are deemed to realize. See Note 14. 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 March 31, 2024. |
Revenue
Revenue | 3 Months Ended |
Mar. 31, 2024 | |
Revenue from Contract with Customer [Abstract] | |
Revenue | (5) Revenue Revenue disaggregated by revenue stream is as follows (in thousands): Three Months Ended March 31, 2024 2023 BTM Kiosks $ 137,776 $ 163,025 BDCheckout 210 360 Company Website 361 80 Software Services 136 138 Hardware Revenue 56 — Total Revenue $ 138,539 $ 163,603 |
Cost of Revenue
Cost of Revenue | 3 Months Ended |
Mar. 31, 2024 | |
Cost of Goods and Service, Excluding Depreciation, Depletion, and Amortization [Abstract] | |
Cost of Revenue | (6) 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): Three Months Ended March 31, 2024 2023 Cryptocurrency expenses $ 108,464 $ 127,661 Floorspace lease expenses 8,536 9,032 Kiosk operations expenses 4,287 4,607 Total Cost of Revenue (excluding depreciation and $ 121,287 $ 141,300 The following table presents the components of cryptocurrency expenses (in thousands): Three Months Ended March 31, 2024 2023 Cost of Cryptocurrency (1) - BTM Kiosk $ 108,063 $ 127,090 Cost of Cryptocurrency (1) - BDCheckout 183 309 Software Processing Fees — 205 Exchange Fees — 19 Mining Fees 218 33 Software Processing Fee - BDCheckout — 5 Total cryptocurrency expenses $ 108,464 $ 127,661 (1) Cost of Cryptocurrency includes impairment losses recognized on cryptocurrencies net of any gains recognized from sales of cryptocurrencies on an exchange . Impairment of $ 2.1 million and $ 2.2 million were recognized for the three months ended March 31, 2024 and 2023. There were no gains from the sale of cryptocurrency during the periods. The Company presents cost of revenue in the Consolidated Statements of (Loss) Income and Comprehensive (Loss) Income 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 (Loss) Income and Comprehensive (Loss) Income included in total depreciation and amortization expense in the Consolidated Statements of (Loss) Income and Comprehensive (Loss) Income for the period presented (in thousands): Three Months Ended March 31, 2024 2023 Depreciation of owned BTM kiosks $ 1,242 $ 681 Depreciation of leased BTM kiosks 1,261 1,663 Amortization of ROU asset 378 374 Total depreciation and amortization excluded from cost of $ 2,881 $ 2,718 Other depreciation and amortization included in operating 66 78 Total depreciation and amortization $ 2,947 $ 2,796 |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
Mar. 31, 2024 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | (7) Fair Value Measurements Contingent consideration The following table presents the changes in the estimated fair value and level of the contingent consideration liability: (in thousands): Year Ended December 31, 2023 Beginning balance - January 1, 2023 $ 1,841 Change in fair value during the period 69 Payment made during the period — Balance - March 31, 2023 $ 1,910 Change in fair value during the period 90 Payment made during the period ( 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 (Loss) Income and Comprehensive (Loss) Income for the three months ended March 31, 2023. 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 and operating lease right-of-use assets 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 three months ended March 31, 2024 and 2023. 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 based on Level 1 inputs. 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 8 and 9, 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 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 March 31, 2024 , the estimated fair value of the fixed-rated notes was approximately $ 37.8 million and the carrying value was $ 39.3 million. |
Prepaid expenses and other curr
Prepaid expenses and other current assets | 3 Months Ended |
Mar. 31, 2024 | |
Prepaid Expense and Other Assets, Current [Abstract] | |
Prepaid and Other Current Assets | (8) Prepaid expenses and other current assets The following table presents Prepaid expenses and other current assets (in thousands): March 31, 2024 December 31, 2023 Prepaid expenses $ 1,801 $ 2,334 Cryptocurrency safeguarding asset 4,888 3,040 Other current assets 2,077 1,180 Prepaid expenses and other current assets $ 8,766 $ 6,554 |
Accrued expenses and other curr
Accrued expenses and other current liabilities | 3 Months Ended |
Mar. 31, 2024 | |
Accrued Liabilities and Other Liabilities [Abstract] | |
Accrued Expenses and Other Current Liabilities | (9) Accrued expenses and other current liabilities The following table presents Accrued expenses and other current liabilities (in thousands): March 31, 2024 December 31, 2023 Payables to liquidity providers $ 4,414 $ 5,143 Cryptocurrency safeguarding liability 4,888 3,040 Accrued expenses 9,567 13,362 Accrued expenses and other current liabilities $ 18,869 $ 21,545 |
Non-controlling Interests
Non-controlling Interests | 3 Months Ended |
Mar. 31, 2024 | |
Noncontrolling Interest [Abstract] | |
Non-controlling Interests | (10) Non-controlling Interests The following table presents the changes in the balances of non-controlling interests for the three months ended March 31, 2024 (in thousands): BitAccess BT HoldCo Total Beginning balance January 1, 2024 $ 2,707 $ 22,480 $ 25,187 Distributions — ( 916 ) ( 916 ) Share-based compensation expense 8 — 8 Foreign currency translation — 9 9 Net income (loss) 4 ( 2,694 ) ( 2,690 ) Ending balance March 31, 2024 $ 2,719 $ 18,879 $ 21,598 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 both March 31, 2024 and December 31, 2023, the non-controlling interest ownership was 17.86 % . 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. 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. See below the ownership percentage as of the reporting period end. As of March 31, 2024, 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 As of March 31, 2024 , the non-controlling interest ownership of BT HoldCo was 72.7 % and the non-controlling interest was $ 18.9 million . |
Cryptocurrencies
Cryptocurrencies | 3 Months Ended |
Mar. 31, 2024 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Cryptocurrencies | (11) 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 following tables present additional information about the adjusted cost basis of cryptocurrencies (in thousands): BTC ETH Total Beginning balance—January 1, 2024 $ 711 $ 1 $ 712 Purchase or receipts of cryptocurrency 108,094 — 108,094 Cost of cryptocurrencies sold or distributed ( 106,303 ) — ( 106,303 ) Impairment of cryptocurrencies ( 2,062 ) — ( 2,062 ) Balance—March 31, 2024 $ 440 $ 1 $ 441 BTC ETH LTC Total Beginning balance—January 1, 2023 $ 523 $ 9 $ 8 $ 540 Purchase or receipts of cryptocurrency 127,530 4 3 127,537 Cost of cryptocurrencies sold or distributed ( 125,465 ) ( 12 ) ( 11 ) ( 125,488 ) Impairment of cryptocurrencies ( 2,187 ) — — ( 2,187 ) Balance—March 31, 2023 $ 401 $ 1 $ — $ 402 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 received 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. As of March 31, 2024 and December 31, 2023, the Company had $ 4.4 million an d $ 5.1 milli on due to liquidity providers related to bitcoin purchased during the period. These amounts are payable in cash within days from which the expenses are incurred and are presented within “Accrued expenses and other current liabilities” on the consolidated Balance Sheet. |
Notes Payable
Notes Payable | 3 Months Ended |
Mar. 31, 2024 | |
Debt Disclosure [Abstract] | |
Notes Payable | (12) Notes Payable Credit Agreement On December 21, 2020, the Company entered into a credit agreement with a financial institution (the "Credit Agreement") 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 . On March 26, 2024, the Company entered into an amendment to the Amended and Restated Note dated June 23, 2023 to provide an additional $ 15.7 million in principal financing. This amendment, increased the aggregate principal amount of the term loan facility to $ 35.6 million which consists of $ 19.9 million which was outstanding under the original loan and $ 15.7 million in additional principal resulting in net cash flow of $ 15.2 million related to the amendment. The Company accounted for the amended and restated note as an extinguishment of debt in accordance with ASC 470, Debt . As such, the Company recognized the outstanding deferred financing costs of $ 3.2 million as a loss on extinguishment of debt in interest expense on the Consolidated Statements of (Loss) Income and Comprehensive (Loss) Income which consisted of a $ 2.7 million write off unamortized deferred loan costs and $ 0.5 million in loan origination fees related to the amendment. As a part of the amended debt agreement, the Company incurred an additional exit fee of $ 1.3 million which is due upon either maturity or the prepayment of the note. The total deferred financing costs associated with the amendment dated March 26, 2024 were $ 1.4 million (which includes the exit fee of $ 1.3 million) and are reflected as a reduction of the note proceeds. The Company will recognize these deferred financing costs, using the effective interest method over the term of the note. Notes payable consisted of the following as of March 31, 2024 and December 31, 2023 (in thousands): Notes Payable as of March 31, 2024 Notes Payable as of December 31, 2023 Credit Agreement Other Debt Total Credit Agreement Other Debt Total Credit agreement $ 35,620 $ — $ 35,620 $ 19,920 $ — $ 19,920 Other debt — 1,956 1,956 — 2,597 2,597 Plus: exit fee due upon payment of credit agreement 3,098 — 3,098 1,764 — 1,764 Less: unamortized deferred financing costs ( 1,374 ) — ( 1,374 ) ( 3,195 ) — ( 3,195 ) Total notes payable 37,344 1,956 39,300 18,489 2,597 21,086 Less: current portion of notes payable ( 2,283 ) ( 1,154 ) ( 3,437 ) ( 2,283 ) ( 1,702 ) ( 3,985 ) Notes payable, non-current $ 35,061 $ 802 $ 35,863 $ 16,206 $ 895 $ 17,101 At March 31, 2024, aggregate future principal payments are as follows (in thousands): Aggregate Future Principal Payments at March 31, 2024 Credit Agreement Other Debt Total Remainder of 2024 $ 2,283 $ 1,057 $ 3,340 2025 4,732 414 5,146 2026 28,605 485 29,090 Total $ 35,620 $ 1,956 $ 37,576 |
Common Stock, Preferred Stock a
Common Stock, Preferred Stock and Stockholders' Equity | 3 Months Ended |
Mar. 31, 2024 | |
Stockholders' Equity Note [Abstract] | |
Common Stock, Preferred Stock and Stockholders' Equity | (13) 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 March 31, 2024 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 13,531,071 — — — 44,100,000 1,075,761 3,075,000 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 three months ended March 31, 2024, 50,000 shares of Series A Preferred Stock were converted to shares of Class A common stock. 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. 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. During the three months ended March 31, 2024, 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. Share repurchase program On September 22, 2023, the Company announced that its Board has 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. During the three months ended March 31, 2024, the Company repurchased 69,976 shares at a total cost of $ 0.2 million with an average cost per share of $ 2.26 . From the date of authorization through March 31, 2024, 190,620 shares of the Company's Class A common stock had been repurchased with a total cost of $ 0.4 million. As of March 31, 2024, $ 9.6 million remains available for share repurchases under the share repurchase program. |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2024 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | (14) Income Taxes Prior to the closing of the Merger, Lux Vending, LLC was wholly-owned by BT Assets, Inc. which elected to be taxed as an S Corporation. Lux Vending, LLC elected to be taxed as an S Corporation subsidiary and was not directly subject to US Federal income taxes during the three months ended March 31, 2023. The effective tax rate for the three months ended March 31, 2024, and 2023, respectively was 3.21 % and ( 11.4 )%. During the three months ended March 31, 2024, and 2023, the Company recognized income tax benefit (expense) of $ 0.1 million and $ 0.6 million, respectively, on its share of pre-tax book income (loss), of which $ 0.2 million and $ 0 million was attributed to non-controlling interest. BitAccess Inc. and Express Vending, Inc. are taxed as Canadian corporations. For the three months ended March 31, 2024, and 2023, 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. 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, and differences related to the foreign operations, and valuation allowance adjustments for the Company’s outside basis in BT HoldCo. As of March 31, 2024, 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 assets for the difference in tax basis in excess of the financial reporting value for its investment in BT HoldCo. Consequently, the Company has established a full valuation allowance with respect to its deferred tax asset related to its investment in BT HoldCo, as of March 31, 2024. In the event that management subsequently determines that it is MLTN that the Company will realize its deferred tax assets in the future over the recorded amount, a decrease to the valuation allowance will be made, which will reduce the provision for income taxes. Additionally, the Company has an uncertain tax position of $ 1.0 million due to state tax filings. The Company plans to settle open filings during 2024. 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 March 31, 2024. 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 income 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 income/(expense) benefit caption on the Consolidated Statements of (Loss) Income and Comprehensive (Loss) Income, the Company initially recorded $ 0.7 million on September 30, 2023 through equity, an additional adjustment $ 0.2 million was made on December 31, 2023, which was recorded to the income statement, for a total TRA of $ 0.9 million. |
Share-Based Compensation
Share-Based Compensation | 3 Months Ended |
Mar. 31, 2024 | |
Share-Based Payment Arrangement [Abstract] | |
Share-Based Compensation | (15) 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”) were permitted to be made to employees and shareholders of BitAccess. As of March 31, 2024, 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, 2024 43,780 $ 2.86 8.60 $ 1.21 Granted — $ — — $ — Exercised — $ — — $ — Outstanding at March 31, 2024 43,780 $ 2.86 8.35 $ 3.09 Vested and exercisable at March 31, 2024 15,235 $ — — $ 0.80 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 9.76 $ 3.05 Exercised ( 38,562 ) $ — — $ 4.44 Outstanding at March 31, 2023 107,976 $ 2.08 9.15 $ 3.09 Vested and exercisable at March 31, 2023 2,063 $ 2.86 — $ 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. There were no outstanding RSUs as of March 31, 2024. A summary of the BitAccess Plan’s BitAccess RSU award activity for the three months ended March 31, 2023 is as follows: Restricted Outstanding at January 1, 2023 81,142 Exercised ( 23,308 ) Outstanding at March 31, 2023 57,834 The Company recognized compensation expense of $ 0 million and $ 0.2 million during the three months ended March 31, 2024 and 2023, respectively, related to the BitAccess Plan. These amounts are included in selling, general and administrative expenses in the Consolidated Statements of (Loss) Income and Comprehensive (Loss) Income. As of March 31, 2024, there was immaterial unrecognized compensation expense related to BitAccess Plan’s for non-vested restricted shares. 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 $ 0.9 million of share-based compensation expense during the three months ended March 31, 2024. Share-based compensation expense is included within selling and administrative expenses in the Consolidated Statements of (Loss) Income and Comprehensive (Loss) Income. Time-based RSUs During the three months ended March 31, 2024, the Company granted approximately 4,809 time-based RSUs. These RSUs vest one-third on the first anniversary of the grant date and in equal quarterly installments over the next two years . For these time-based RSUs, the Company recognized stock-based compensation in the Consolidated Statement of Stockholders' Equity as Additional Paid-In Capital and stock-based compensation expense on the Statement of Income during the three months ended March 31, 2024 of $ 0.9 million . The Company had unrecognized compensation expense associated with time-based RSUs of $ 2.3 million as of March 31, 2024. Amount of RSUs Weighted-average Outstanding at January 1, 2024 1,352,085 $ 3.59 Granted 4,809 $ 2.18 Vested ( 69,000 ) $ 3.61 Forfeited ( 7,159 ) $ 3.50 Outstanding at March 31, 2024 1,280,735 $ 3.59 During the three months ended March 31, 2024, the Company did not issue any performance-based RSUs. |
Net Loss Per Share
Net Loss Per Share | 3 Months Ended |
Mar. 31, 2024 | |
Earnings Per Share [Abstract] | |
Net Loss Per Share | (16) Net 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 along with the BitAccess options 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 share-based 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 (Loss) Income and Comprehensive (Loss) Income. 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 10. 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 March 31, 2024, as follows: Three Months Ended Numerator: Net loss attributable to Bitcoin Depot Inc. - basic and diluted $ ( 4,228 ) Denominator: Weighted average common stock outstanding - basic and diluted 16,616,864 Net loss per share - Bitcoin Depot Inc. $ ( 0.25 ) 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 the Company. |
Leases
Leases | 3 Months Ended |
Mar. 31, 2024 | |
Lessee Disclosure [Abstract] | |
Leases | (17) Leases Floorspace leases The Company has obligations as a lessee for floorspace. Generally, these lease arrangements meet the short-term lease criteria as the floorspace leases generally are cancellable by the Company within 30 days or less notice. Accordingly, for the leases that are cancellable, the company has elected and 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 (Loss) Income and Comprehensive (Loss) Income. For those floorspace leases that have a noncancellable terms greater than 12 months, we record ROU assets and lease liabilities and present them as operating leases. Office space lease 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, 2023, the Company terminated three existing lease arrangements with a lessor and simultaneously entered into a new lease arrangement with a new lessor for 2,050 BTMs, which represents all of the BTM's previously leased under the three terminated agreements. 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. The new leases commenced on March 31, 2023, June 30, 2023 or September 30, 2023 and have three year noncancellable periods. 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 terms. Due to the bargain purchase option, the Company classified the new leases as finance leases. 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 for $ 1.3 million. 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 components of the lease expense are as follows (in thousands): Three Months Ended March 31, 2024 2023 Finance lease expense: Amortization of right-of-use-assets $ 1,261 $ 2,215 Interest on lease liabilities 375 1,107 Total finance lease expense 1,636 3,322 Operating lease expense 100 53 Short-term lease expense 8,476 9,032 Total lease expense $ 10,212 $ 12,407 Three Months Ended March 31, 2024 2023 Other information: Operating cash flows used for finance leases $ ( 403 ) $ ( 1,107 ) Operating cash flows used for operating leases $ ( 118 ) $ ( 57 ) Financing cash flows used for finance leases $ ( 1,896 ) $ ( 3,154 ) March 31, 2024 December 31, 2023 Weighted-average remaining lease term - finance leases 1.69 1.61 Weighted-average remaining lease term - operating leases 2.58 2.32 Weighted-average discount rate - finance leases 18.1 % 17.9 % Weighted-average discount rate - operating leases 17.4 % 16.6 % Maturities of the lease liability under the noncancellable operating leases as of March 31, 2024 are as follows (in thousands): Operating Leases Remainder of 2024 $ 454 2025 470 2026 370 2027 92 Total undiscounted lease payments 1,386 Less: imputed interest ( 266 ) Total operating lease liability 1,120 Less: operating lease liabilities, current ( 454 ) Operating lease liabilities, net of current portion $ 666 Maturities of the lease liability under the noncancellable finance leases as of March 31, 2024 are as follows (in thousands): Finance Leases Remainder of 2024 $ 5,611 2025 2,518 2026 675 Total undiscounted lease payments 8,804 Less: imputed interest ( 1,052 ) Total finance lease liability 7,752 Less: current installments of obligations under finance leases ( 5,459 ) Obligations under finance leases, excluding current installments $ 2,293 |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2024 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | (18) 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. Canaccord did not present evidence or statements to support the reason for the increased demand amount. In March 2024, the Canaccord matter moved into the discovery phase. 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 | 3 Months Ended |
Mar. 31, 2024 | |
Subsequent Events [Abstract] | |
Subsequent Events | (19) Subsequent Events 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. In April 2024, the contingency associated with this purchase was resolved and the Company expects to receive these kiosk over the next several months. During April 2024, the Company granted and delivered approximately 580,000 PSUs and granted approximately 1 million time based RSUs with a total fair value of $ 3.0 million. |
Basis of Presentation and Sum_2
Basis of Presentation and Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2024 | |
Property, Plant and Equipment [Line Items] | |
Basis of Presentation | (a) Basis of Presentation Unaudited Interim Financial Statements The unaudited interim consolidated financial statements have been prepared in accordance with U.S. GAAP and pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”) with respect to interim reporting. The unaudited consolidated financial statements should be read in conjunction with the audited consolidated financial statements of the Company as of December 31, 2023 on Form 10-K, filed with the SEC on April 15, 2024. The Company has included all normal recurring items and adjustments necessary for a fair presentation of the results of the interim period. The Company’s interim unaudited consolidated financial statements are not necessarily indicative of results that may be expected for any other interim period or for the full year. 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. 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 10. Intercompany balances and transactions have been eliminated in consolidation. 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) (“Legacy Bitcoin Depot”) and BT Assets, Inc. (“BT Assets”) (the “Transaction Agreement”). 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 Closing (“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 10. Following the closing of the Merger, 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. 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 (loss) income and comprehensive (loss) income, reflective of the recapitalization of the Merger. As a result of the reverse capitalization accounting, the 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. In connection with the Merger, the Company’s Class A common stock is now listed on the National Association of Securities of Dealers Automated Quotations (“Nasdaq”) under the symbol BTM and the Warrants to purchase the Class A common stock are listed on the Nasdaq 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 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. 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. |
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, 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 $ 13.7 million and $ 12.2 million in BTMs at March 31, 2024 and December 31, 2023, respectively. Cash maintained in fiat wallets with cryptocurrency exchanges is not insured. The Company had $ 0.1 million in cash with cryptocurrency exchanges as of March 31, 2024 and December 31, 2023. A significant customer concentration is defined as one from whom at least 10 % of revenue is derived. The Company had no significant customer concentration for the three months ended March 31, 2024 and 2023. |
Cash and Cash Equivalents | (d) Cash and Cash Equivalents Cash and cash equivalents includes cash maintained at various financial institutions, cryptocurrency exchanges, and 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 March 31, 2024 and December 31, 2023, the Company had cash in transit of $ 6.3 million and $ 5.3 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 three months ended March 31, 2024 and for the year ended December 31, 2023. 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. The Company 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, net of impairments, on a first-in, first-out basis within 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 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 (Loss) Income and Comprehensive (Loss) Income 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 three months ended March 31, 2024 and 2023 totaled $ 2.6 million, and $ 2.4 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 three months ended March 31, 2024 and 2023. |
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 three months ended March 31, 2024 and 2023. 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 and BDCheckout 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 or through BDCheckout. 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. 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 validated on the blockchain. The typical process time for our transactions with customers is 30 minutes or less. 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 Sheets and are not material as of March 31, 2024 and December 31, 2023. 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. |
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 lease 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 software on the BTM kiosks, and fees paid to transfer cryptocurrencies to customers. Floorspace lease expenses Floorspace lease expenses include lease expense 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 (Loss) Income and Comprehensive (Loss) Income 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 expense s were $ 1.7 million and $ 1.2 million for the three months ended March 31, 2024 and 2023, respectively. Amoun ts are included in selling, general and administrative expenses in the Consolidated Statements of (Loss) Income and Comprehensive (Loss) Income. |
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 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’ Equity, identified as accumulated other comprehensive loss. |
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 three months ended March 31, 2024 and 2023, 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. |
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 Merger 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 10. |
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 and Series A Preferred Stock outstanding, which has similar economic rights to the Class A common stock 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. The weighted-average shares outstanding used to compute net income per common share, basic and diluted, was 16,616,864 for the three months ended March 31, 2024. 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 and Sum_3
Basis of Presentation and Summary of Significant Accounting Policies (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
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 |
Revenue (Tables)
Revenue (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Disaggregation of Revenue [Abstract] | |
Summary of revenue disaggregated by revenue stream | Revenue disaggregated by revenue stream is as follows (in thousands): Three Months Ended March 31, 2024 2023 BTM Kiosks $ 137,776 $ 163,025 BDCheckout 210 360 Company Website 361 80 Software Services 136 138 Hardware Revenue 56 — Total Revenue $ 138,539 $ 163,603 |
Cost of Revenue (Tables)
Cost of Revenue (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
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): Three Months Ended March 31, 2024 2023 Cryptocurrency expenses $ 108,464 $ 127,661 Floorspace lease expenses 8,536 9,032 Kiosk operations expenses 4,287 4,607 Total Cost of Revenue (excluding depreciation and $ 121,287 $ 141,300 |
Summary of components of cryptocurrency expenses | The following table presents the components of cryptocurrency expenses (in thousands): Three Months Ended March 31, 2024 2023 Cost of Cryptocurrency (1) - BTM Kiosk $ 108,063 $ 127,090 Cost of Cryptocurrency (1) - BDCheckout 183 309 Software Processing Fees — 205 Exchange Fees — 19 Mining Fees 218 33 Software Processing Fee - BDCheckout — 5 Total cryptocurrency expenses $ 108,464 $ 127,661 (1) Cost of Cryptocurrency includes impairment losses recognized on cryptocurrencies net of any gains recognized from sales of cryptocurrencies on an exchange . Impairment of $ 2.1 million and $ 2.2 million were recognized for the three months ended March 31, 2024 and 2023. There were no gains from the sale of cryptocurrency during the periods. |
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 (Loss) Income and Comprehensive (Loss) Income included in total depreciation and amortization expense in the Consolidated Statements of (Loss) Income and Comprehensive (Loss) Income for the period presented (in thousands): Three Months Ended March 31, 2024 2023 Depreciation of owned BTM kiosks $ 1,242 $ 681 Depreciation of leased BTM kiosks 1,261 1,663 Amortization of ROU asset 378 374 Total depreciation and amortization excluded from cost of $ 2,881 $ 2,718 Other depreciation and amortization included in operating 66 78 Total depreciation and amortization $ 2,947 $ 2,796 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
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: (in thousands): Year Ended December 31, 2023 Beginning balance - January 1, 2023 $ 1,841 Change in fair value during the period 69 Payment made during the period — Balance - March 31, 2023 $ 1,910 Change in fair value during the period 90 Payment made during the period ( 2,000 ) Ending balance - December 31, 2023 $ — |
Prepaid expenses and other cu_2
Prepaid expenses and other current assets (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Prepaid Expense and Other Assets, Current [Abstract] | |
Schedule of Prepaid Expenses and Other Current Assets | The following table presents Prepaid expenses and other current assets (in thousands): March 31, 2024 December 31, 2023 Prepaid expenses $ 1,801 $ 2,334 Cryptocurrency safeguarding asset 4,888 3,040 Other current assets 2,077 1,180 Prepaid expenses and other current assets $ 8,766 $ 6,554 |
Accrued expenses and other cu_2
Accrued expenses and other current liabilities (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
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): March 31, 2024 December 31, 2023 Payables to liquidity providers $ 4,414 $ 5,143 Cryptocurrency safeguarding liability 4,888 3,040 Accrued expenses 9,567 13,362 Accrued expenses and other current liabilities $ 18,869 $ 21,545 |
Non-controlling Interests (Tabl
Non-controlling Interests (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
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 three months ended March 31, 2024 (in thousands): BitAccess BT HoldCo Total Beginning balance January 1, 2024 $ 2,707 $ 22,480 $ 25,187 Distributions — ( 916 ) ( 916 ) Share-based compensation expense 8 — 8 Foreign currency translation — 9 9 Net income (loss) 4 ( 2,694 ) ( 2,690 ) Ending balance March 31, 2024 $ 2,719 $ 18,879 $ 21,598 |
Cryptocurrencies (Tables)
Cryptocurrencies (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
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 Total Beginning balance—January 1, 2024 $ 711 $ 1 $ 712 Purchase or receipts of cryptocurrency 108,094 — 108,094 Cost of cryptocurrencies sold or distributed ( 106,303 ) — ( 106,303 ) Impairment of cryptocurrencies ( 2,062 ) — ( 2,062 ) Balance—March 31, 2024 $ 440 $ 1 $ 441 BTC ETH LTC Total Beginning balance—January 1, 2023 $ 523 $ 9 $ 8 $ 540 Purchase or receipts of cryptocurrency 127,530 4 3 127,537 Cost of cryptocurrencies sold or distributed ( 125,465 ) ( 12 ) ( 11 ) ( 125,488 ) Impairment of cryptocurrencies ( 2,187 ) — — ( 2,187 ) Balance—March 31, 2023 $ 401 $ 1 $ — $ 402 |
Notes Payable (Tables)
Notes Payable (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Debt Disclosure [Abstract] | |
Schedule of notes payable | Notes payable consisted of the following as of March 31, 2024 and December 31, 2023 (in thousands): Notes Payable as of March 31, 2024 Notes Payable as of December 31, 2023 Credit Agreement Other Debt Total Credit Agreement Other Debt Total Credit agreement $ 35,620 $ — $ 35,620 $ 19,920 $ — $ 19,920 Other debt — 1,956 1,956 — 2,597 2,597 Plus: exit fee due upon payment of credit agreement 3,098 — 3,098 1,764 — 1,764 Less: unamortized deferred financing costs ( 1,374 ) — ( 1,374 ) ( 3,195 ) — ( 3,195 ) Total notes payable 37,344 1,956 39,300 18,489 2,597 21,086 Less: current portion of notes payable ( 2,283 ) ( 1,154 ) ( 3,437 ) ( 2,283 ) ( 1,702 ) ( 3,985 ) Notes payable, non-current $ 35,061 $ 802 $ 35,863 $ 16,206 $ 895 $ 17,101 |
Schedule of maturities of long-term debt | At March 31, 2024, aggregate future principal payments are as follows (in thousands): Aggregate Future Principal Payments at March 31, 2024 Credit Agreement Other Debt Total Remainder of 2024 $ 2,283 $ 1,057 $ 3,340 2025 4,732 414 5,146 2026 28,605 485 29,090 Total $ 35,620 $ 1,956 $ 37,576 |
Common Stock, Preferred Stock_2
Common Stock, Preferred Stock and Stockholders Equity (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
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 March 31, 2024 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 13,531,071 — — — 44,100,000 1,075,761 3,075,000 Par value $ 0.0001 $ 0.0001 $ 0.0001 $ 0.0001 $ 0.0001 $ 0.0001 $ 0.0001 |
Share-Based Compensation (Table
Share-Based Compensation (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
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, 2024 1,352,085 $ 3.59 Granted 4,809 $ 2.18 Vested ( 69,000 ) $ 3.61 Forfeited ( 7,159 ) $ 3.50 Outstanding at March 31, 2024 1,280,735 $ 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, 2024 43,780 $ 2.86 8.60 $ 1.21 Granted — $ — — $ — Exercised — $ — — $ — Outstanding at March 31, 2024 43,780 $ 2.86 8.35 $ 3.09 Vested and exercisable at March 31, 2024 15,235 $ — — $ 0.80 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 9.76 $ 3.05 Exercised ( 38,562 ) $ — — $ 4.44 Outstanding at March 31, 2023 107,976 $ 2.08 9.15 $ 3.09 Vested and exercisable at March 31, 2023 2,063 $ 2.86 — $ 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 for the three months ended March 31, 2023 is as follows: Restricted Outstanding at January 1, 2023 81,142 Exercised ( 23,308 ) Outstanding at March 31, 2023 57,834 |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Earnings Per Share [Abstract] | |
Schedule of loss per share and weighted average of common stock outstanding | Three Months Ended Numerator: Net loss attributable to Bitcoin Depot Inc. - basic and diluted $ ( 4,228 ) Denominator: Weighted average common stock outstanding - basic and diluted 16,616,864 Net loss per share - Bitcoin Depot Inc. $ ( 0.25 ) |
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 the Company. |
Leases (Tables)
Leases (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Lessee Disclosure [Abstract] | |
Schedule of components of lease expense | The components of the lease expense are as follows (in thousands): Three Months Ended March 31, 2024 2023 Finance lease expense: Amortization of right-of-use-assets $ 1,261 $ 2,215 Interest on lease liabilities 375 1,107 Total finance lease expense 1,636 3,322 Operating lease expense 100 53 Short-term lease expense 8,476 9,032 Total lease expense $ 10,212 $ 12,407 Three Months Ended March 31, 2024 2023 Other information: Operating cash flows used for finance leases $ ( 403 ) $ ( 1,107 ) Operating cash flows used for operating leases $ ( 118 ) $ ( 57 ) Financing cash flows used for finance leases $ ( 1,896 ) $ ( 3,154 ) March 31, 2024 December 31, 2023 Weighted-average remaining lease term - finance leases 1.69 1.61 Weighted-average remaining lease term - operating leases 2.58 2.32 Weighted-average discount rate - finance leases 18.1 % 17.9 % Weighted-average discount rate - operating leases 17.4 % 16.6 % |
Schedule of maturities of noncancellable operating lease liabilities | Maturities of the lease liability under the noncancellable operating leases as of March 31, 2024 are as follows (in thousands): Operating Leases Remainder of 2024 $ 454 2025 470 2026 370 2027 92 Total undiscounted lease payments 1,386 Less: imputed interest ( 266 ) Total operating lease liability 1,120 Less: operating lease liabilities, current ( 454 ) Operating lease liabilities, net of current portion $ 666 |
Schedule of maturities of noncancellable finance lease liabilities | Maturities of the lease liability under the noncancellable finance leases as of March 31, 2024 are as follows (in thousands): Finance Leases Remainder of 2024 $ 5,611 2025 2,518 2026 675 Total undiscounted lease payments 8,804 Less: imputed interest ( 1,052 ) Total finance lease liability 7,752 Less: current installments of obligations under finance leases ( 5,459 ) Obligations under finance leases, excluding current installments $ 2,293 |
Organization and Background - A
Organization and Background - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | |||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Product Information [Line Items] | ||||
Current assets | $ 51,706 | $ 37,270 | ||
Cash and cash equivalents | 42,151 | 29,759 | ||
Current liabilities | 44,551 | 46,025 | ||
Accumulated deficit | (34,201) | (32,663) | ||
Stockholders' equity | 4,981 | $ 15,213 | $ 9,373 | $ 9,444 |
Net income (loss) | (4,228) | 6,083 | ||
Amount regulates digital financial asset transaction limit per day | 1,000 | |||
Digital Assets Involved Transaction Amount | $ 5 | |||
Digital assets involved transaction, percentage | 15% | |||
Cash flows from operations | $ 1,347 | 10,010 | ||
Cash flows provided by financing activities | $ 11,563 | $ (5,886) |
Basis of Presentation and Sum_4
Basis of Presentation and Summary of Significant Accounting Policies - Additional Information (Detail) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2023 shares | Mar. 31, 2024 USD ($) Segment $ / shares shares | Mar. 31, 2023 USD ($) | Jun. 30, 2023 shares | Dec. 31, 2023 USD ($) shares | |
Property, Plant and Equipment [Line Items] | |||||
Cash In Transit | $ | $ 6,300,000 | $ 5,300,000 | |||
Depreciation | $ | 2,600,000 | $ 2,400,000 | |||
Impairment of long lived assets held for use | $ | 0 | 0 | |||
Impairment of goodwill | $ | 0 | 0 | |||
Federal income tax expense benefit | $ | $ 0 | ||||
Number of operating segments | Segment | 1 | ||||
Number of reporting segments | Segment | 1 | ||||
Weighted average common stock outstanding - basic | 16,616,864 | ||||
Weighted average common stock outstanding - diluted | 16,616,864 | ||||
Class of Warrant or Right, Outstanding | 43,848,750 | ||||
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 | 13,531,071 | 13,482,047 | |||
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 | 3,075,000 | 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 | $ | $ 1,700,000 | $ 1,200,000 | |||
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 | $ | $ 13,700,000 | $ 12,200,000 | |||
Cryptocurrency Exchanges [Member] | |||||
Property, Plant and Equipment [Line Items] | |||||
Cash | $ | $ 100,000 | $ 100,000 | |||
Intuitive Software LLC [Member] | |||||
Property, Plant and Equipment [Line Items] | |||||
Equity method investment, ownership percentage | 82.14% |
Basis of Presentation and Sum_5
Basis of Presentation and Summary of Significant Accounting Policies - Schedule Of Depreciation Of Property Plant And Equipment (Detail) | Mar. 31, 2024 |
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 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Detail) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 USD ($) | Mar. 31, 2023 USD ($) Eth Ltc | |
Related Party Transaction [Line Items] | ||
Distribution made to limited liability company (llc) member, cash distributions paid | $ 916 | $ 505 |
Tax Receivable Agreement [Member] | BT Hold Co LLC [Member] | ||
Related Party Transaction [Line Items] | ||
Tax savings percentage distributable | 85% | |
Majority Shareholder [Member] | ||
Related Party Transaction [Line Items] | ||
Cash distributions | $ 900 | 500 |
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] | Majority Shareholder [Member] | ||
Related Party Transaction [Line Items] | ||
Distributions cost basis | $ 20 | |
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 |
Revenue - Summary of Revenue Di
Revenue - Summary of Revenue Disaggregated by Revenue Stream (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Disaggregation of Revenue [Line Items] | ||
Revenue disaggregated | $ 138,539 | $ 163,603 |
BTM Kiosks Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenue disaggregated | 137,776 | 163,025 |
BDCheckout [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenue disaggregated | 210 | 360 |
Company Website [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenue disaggregated | 361 | 80 |
Software Services [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenue disaggregated | 136 | $ 138 |
Hardware [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenue disaggregated | $ 56 |
Cost of Revenue - Summary of Co
Cost of Revenue - Summary of Cost of Revenue (Excluding Depreciation and Amortization) (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Cost of Goods and Service, Excluding Depreciation, Depletion, and Amortization [Abstract] | ||
Cryptocurrency expenses | $ 108,464 | $ 127,661 |
Floorspace lease expenses | 8,536 | 9,032 |
Kiosk operations expenses | 4,287 | 4,607 |
Total Cost of Revenue (excluding depreciation and amortization reported separately) | $ 121,287 | $ 141,300 |
Cost of Revenue - Summary of C
Cost of Revenue - Summary of Components of Cryptocurrency Expenses (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Components of Cryptocurrency Expenses [Line Items] | ||
Software processing fees | $ 205 | |
Exchange fees | 19 | |
Mining fees | $ 218 | 33 |
Software processing fee - BDCheckout | 5 | |
Total cryptocurrency expenses | 108,464 | 127,661 |
BTM Kiosk [Member] | ||
Components of Cryptocurrency Expenses [Line Items] | ||
Cost of cryptocurrency | 108,063 | 127,090 |
BDCheckout [Member] | ||
Components of Cryptocurrency Expenses [Line Items] | ||
Cost of cryptocurrency | $ 183 | $ 309 |
Cost of Revenue - Summary of _2
Cost of Revenue - Summary of Components of Cryptocurrency Expenses (Parenthetical) (Detail) - USD ($) | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Cost of Revenue [Line Items] | ||
Impairment of cryptocurrencies | $ 0 | $ 0 |
Cryptocurrencies [Member] | ||
Cost of Revenue [Line Items] | ||
Impairment of cryptocurrencies | $ 2,062,000 | $ 2,187,000 |
Impairment, Intangible Asset, Indefinite-Lived (Excluding Goodwill), Statement of Income or Comprehensive Income [Extensible Enumeration] | Revenues | Revenues |
Gains from the sale of cryptocurrency | $ 0 | $ 0 |
Cost of Revenue - Summary of Re
Cost of Revenue - Summary of Reconciles Amounts Excluded from the Cost of Revenue (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Depreciation And Amortization Expense [Line Items] | ||
Amortization of ROU asset | $ 378 | $ 374 |
Total depreciation and amortization excluded from cost of revenue | 2,881 | 2,718 |
Other depreciation and amortization included in operating expenses | 66 | 78 |
Total depreciation and amortization | 2,947 | 2,796 |
BTM Kiosks Member] | ||
Depreciation And Amortization Expense [Line Items] | ||
Depreciation of owned BTM kiosks | 1,242 | 681 |
Depreciation of leased BTM kiosks | $ 1,261 | $ 1,663 |
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 | 3 Months Ended | 9 Months Ended |
Mar. 31, 2023 | Dec. 31, 2023 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Beginning balance | $ 1,841 | $ 1,910 |
Change in fair value during the period | 69 | 90 |
Payment made during the period | $ (2,000) | |
Ending balance | $ 1,910 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Detail) - USD ($) | 3 Months Ended | 12 Months Ended | |||
Jul. 31, 2023 | Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2023 | |
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 | 39,300,000 | $ 21,086,000 | |||
Fixed Rated Note [Member] | |||||
Present value discount rate | |||||
Notes payable | 39,300,000 | ||||
Fixed Rated Note [Member] | Estimate of Fair Value Measurement [Member] | |||||
Present value discount rate | |||||
Fair value of the fixed-rated note | $ 37,800,000 | ||||
Bit Access [Member] | |||||
Present value discount rate | |||||
Payments to acquire businesses | $ 2,000,000 | $ 2,000,000 |
Prepaid expenses and other cu_3
Prepaid expenses and other current assets - Schedule of Prepaid Expenses and Other Current Assets (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Prepaid Expense and Other Assets, Current [Abstract] | ||
Prepaid expenses | $ 1,801 | $ 2,334 |
Cryptocurrency safeguarding asset | 4,888 | 3,040 |
Other current assets | 2,077 | 1,180 |
Prepaid expenses and other current assets | $ 8,766 | $ 6,554 |
Accrued expenses and other cu_3
Accrued expenses and other current liabilities - Schedule of Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Accrued Liabilities and Other Liabilities [Abstract] | ||
Payables to liquidity providers | $ 4,414 | $ 5,143 |
Cryptocurrency safeguarding liability | 4,888 | 3,040 |
Accrued expenses | 9,567 | 13,362 |
Accrued expenses and other current liabilities | $ 18,869 | $ 21,545 |
Non-controlling Interests - Sum
Non-controlling Interests - Summary of Changes in the Balances Non-controlling Interests (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | ||
Beginning Balance | $ 9,373 | $ 9,444 |
Distributions | (916) | (505) |
Net income (loss) | (1,538) | 0 |
Ending Balance | 4,981 | $ 15,213 |
BT HoldCo | ||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | ||
Beginning Balance | 22,480 | |
Distributions | (916) | |
Foreign currency translation | 9 | |
Net income (loss) | (2,694) | |
Ending Balance | 18,879 | |
Total | ||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | ||
Beginning Balance | 25,187 | |
Distributions | (916) | |
Share-based compensation expense | 8 | |
Foreign currency translation | 9 | |
Net income (loss) | (2,690) | |
Ending Balance | 21,598 | |
Bit Access [Member] | ||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | ||
Beginning Balance | 2,707 | |
Share-based compensation expense | 8 | |
Net income (loss) | 4 | |
Ending Balance | $ 2,719 |
Non-controlling Interests - Add
Non-controlling Interests - Additional Information (Detail) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2024 | Dec. 31, 2023 | |
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% | 17.86% |
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 | 72.70% | |
Redeemable non-controlling interest, equity, fair value | $ 18.9 |
Cryptocurrencies - Summary of t
Cryptocurrencies - Summary of the Adjusted Cost Basis of Cryptocurrencies (Detail) - USD ($) | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Indefinite-Lived Intangible Assets [Line Items] | ||
Impairment of cryptocurrencies | $ 0 | $ 0 |
Cryptocurrencies [Member] | ||
Indefinite-Lived Intangible Assets [Line Items] | ||
Beginning balance | 712,000 | 540,000 |
Purchase or receipts of cryptocurrency | 108,094,000 | 127,537,000 |
Cost of cryptocurrencies sold or distributed | (106,303,000) | (125,488,000) |
Impairment of cryptocurrencies | (2,062,000) | (2,187,000) |
Ending Balance | 441,000 | 402,000 |
Cryptocurrencies [Member] | Bitcoin [Member] | ||
Indefinite-Lived Intangible Assets [Line Items] | ||
Beginning balance | 711,000 | 523,000 |
Purchase or receipts of cryptocurrency | 108,094,000 | 127,530,000 |
Cost of cryptocurrencies sold or distributed | (106,303,000) | (125,465,000) |
Impairment of cryptocurrencies | (2,062,000) | (2,187,000) |
Ending Balance | 440,000 | 401,000 |
Cryptocurrencies [Member] | Ethereum [Member] | ||
Indefinite-Lived Intangible Assets [Line Items] | ||
Beginning balance | 1,000 | 9,000 |
Purchase or receipts of cryptocurrency | 4,000 | |
Cost of cryptocurrencies sold or distributed | (12,000) | |
Ending Balance | $ 1,000 | 1,000 |
Cryptocurrencies [Member] | Litecoin [Member] | ||
Indefinite-Lived Intangible Assets [Line Items] | ||
Beginning balance | 8,000 | |
Purchase or receipts of cryptocurrency | 3,000 | |
Cost of cryptocurrencies sold or distributed | $ (11,000) |
Cryptocurrencies - Additional I
Cryptocurrencies - Additional Information (Detail) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Indefinite-Lived Intangible Assets [Line Items] | ||
Accounts payable | $ 10,576 | $ 8,337 |
Cryptocurrencies [Member] | ||
Indefinite-Lived Intangible Assets [Line Items] | ||
Accounts payable | $ 4,400 | $ 5,100 |
Notes Payable - Additional Info
Notes Payable - Additional Information (Detail) $ in Millions | Jun. 23, 2023 USD ($) | May 04, 2023 USD ($) | Dec. 21, 2020 USD ($) Tranche | Mar. 26, 2024 USD ($) | Jun. 30, 2023 USD ($) | Mar. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) |
Old Note [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument, face amount | $ 25 | $ 5 | $ 15 | ||||
Debt instrument, interest rate, stated percentage | 15% | ||||||
Debt instrument, periodic payment, interest | $ 0.3 | ||||||
Number of repayments of debt tranches | Tranche | 2 | ||||||
Repayments of debt | $ 12.5 | ||||||
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 | $ 20.8 | $ 15.7 | |||||
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 | 1.4 | ||||||
Debt instrument exit Fee | 1.3 | $ 1.8 | |||||
Debtinstrument additional exit fees | 1.3 | ||||||
Debt instrument exit fee expensed | $ 2.3 | ||||||
Deferred financing costs outstanding | 3.2 | ||||||
Unamortized deferred loan costs write off | 2.7 | ||||||
Loan origination fees related to amendment | 0.5 | ||||||
Repayments of debt | $ 16.4 | ||||||
Term Loan Facility [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument, face amount | 35.6 | ||||||
Debt outstanding | 19.9 | ||||||
Additional principal amount resulting in net cash flow | $ 15.2 |
Notes Payable - Schedule of Not
Notes Payable - Schedule of Notes Payable (Detail) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Notes Payable [Line Items] | ||
Credit agreement | $ 35,620 | $ 19,920 |
Other debt | 1,956 | 2,597 |
Plus: exit fee due upon payment of credit agreement | 3,098 | 1,764 |
Less: unamortized deferred financing costs | (1,374) | (3,195) |
Total notes payable | 39,300 | 21,086 |
Less: current portion of notes payable | (3,437) | (3,985) |
Notes payable, non-current | 35,863 | 17,101 |
Credit Agreement | ||
Notes Payable [Line Items] | ||
Credit agreement | 35,620 | 19,920 |
Plus: exit fee due upon payment of credit agreement | 3,098 | 1,764 |
Less: unamortized deferred financing costs | (1,374) | (3,195) |
Total notes payable | 37,344 | 18,489 |
Less: current portion of notes payable | (2,283) | (2,283) |
Notes payable, non-current | 35,061 | 16,206 |
Other Debt | ||
Notes Payable [Line Items] | ||
Other debt | 1,956 | 2,597 |
Total notes payable | 1,956 | 2,597 |
Less: current portion of notes payable | (1,154) | (1,702) |
Notes payable, non-current | $ 802 | $ 895 |
Notes Payable - Schedule of Mat
Notes Payable - Schedule of Maturities of Long Term Debt (Detail) $ in Thousands | Mar. 31, 2024 USD ($) |
Maturities Of Long Term Debt [Line Items] | |
Remainder of 2024 | $ 3,340 |
2025 | 5,146 |
2026 | 29,090 |
Total | 37,576 |
Credit Agreement | |
Maturities Of Long Term Debt [Line Items] | |
Remainder of 2024 | 2,283 |
2025 | 4,732 |
2026 | 28,605 |
Total | 35,620 |
Other Debt | |
Maturities Of Long Term Debt [Line Items] | |
Remainder of 2024 | 1,057 |
2025 | 414 |
2026 | 485 |
Total | $ 1,956 |
Common Stock, Preferred Stock_3
Common Stock, Preferred Stock and Stockholders' Equity - Additional Information (Detail) | 3 Months Ended | 6 Months Ended | |||
Mar. 31, 2024 USD ($) Series $ / shares shares | Mar. 31, 2024 USD ($) Series $ / shares shares | Dec. 31, 2023 shares | Sep. 22, 2023 USD ($) | Jun. 30, 2023 shares | |
Schedule Of Stockholders Equity [Line Items] | |||||
Shares, issued | 2,223,250,000 | 2,223,250,000 | |||
Share repurchase, amount | $ | $ 158,000 | ||||
Authorized repurchase amount remaining | $ | $ 9,600,000 | $ 9,600,000 | |||
Share repurchase, average cost per share | $ / shares | $ 2.26 | $ 2.26 | |||
Share repurchase, shares | 69,976 | ||||
Number of warrants outstanding | 43,848,750 | 43,848,750 | |||
Class of warrant or right exercise price | $ / shares | $ 11.5 | $ 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 | ||||
Public Warrants [Member] | |||||
Schedule Of Stockholders Equity [Line Items] | |||||
Number of warrants outstanding | 31,625,000 | 31,625,000 | |||
Private Warrants [Member] | |||||
Schedule Of Stockholders Equity [Line Items] | |||||
Number of warrants outstanding | 12,223,750 | 12,223,750 | |||
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, shares authorized | 800,000,000 | 800,000,000 | 800,000,000 | ||
Common stock, vote per share | one vote | ||||
Share repurchase, amount | $ | $ 400,000 | ||||
Share repurchase, shares | 190,620 | ||||
Class of warrant or right, number of securities called by each warrant or right | 1 | 1 | |||
Earn out provision share price | $ / shares | $ 12 | $ 12 | |||
Class A Common Stock [Member] | Share Price Equal Or Exceeds Eighteen Rupees Per Dollar [Member] | |||||
Schedule Of Stockholders Equity [Line Items] | |||||
Class of warrant or right per share price during the period | $ / shares | 0.01 | 0.01 | |||
Share price | $ / shares | $ 18 | 18 | |||
Number of consecutive trading days for determining share price | 20 days | ||||
Number of trading days for determining the share price | 30 days | ||||
Right to redeem outstanding warrants once exercisable and prior to expiration | $ / shares | $ 0.01 | $ 0.01 | |||
Class B Common Stock [Member] | |||||
Schedule Of Stockholders Equity [Line Items] | |||||
Common stock, shares authorized | 20,000,000 | 20,000,000 | 20,000,000 | ||
Common stock, vote per share | one vote | ||||
Class M Common Stock [Member] | |||||
Schedule Of Stockholders Equity [Line Items] | |||||
Common stock, shares authorized | 300,000,000 | 300,000,000 | |||
Common stock, vote per share | ten votes | ||||
Class O Common Stock [Member] | |||||
Schedule Of Stockholders Equity [Line Items] | |||||
Common stock, shares authorized | 800,000,000 | 800,000,000 | |||
Common stock, vote per share | one vote | ||||
Class V Common Stock [Member] | |||||
Schedule Of Stockholders Equity [Line Items] | |||||
Common stock, shares authorized | 300,000,000 | 300,000,000 | |||
Common stock, conversion basis | one-for-one | ||||
Common stock percentage of voting rights | 20% | 20% | |||
Class E Common Stock [Member] | |||||
Schedule Of Stockholders Equity [Line Items] | |||||
Common stock, shares authorized | 2,250,000 | 2,250,000 | 2,250,000 | ||
Number of common stock series | Series | 3 | 3 | |||
Earnout shares issuable | 15,000,000 | 15,000,000 | |||
Common stock, conversion basis | one-for-one | ||||
Class E Common Stock [Member] | Sponsor [Member] | |||||
Schedule Of Stockholders Equity [Line Items] | |||||
Earnout shares issuable | 1,075,061 | 1,075,061 | |||
Class E-1 Common Stock [Member] | |||||
Schedule Of Stockholders Equity [Line Items] | |||||
Common stock, shares authorized | 750,000 | 750,000 | |||
Class E-2 Common Stock [Member] | |||||
Schedule Of Stockholders Equity [Line Items] | |||||
Common stock, shares authorized | 750,000 | 750,000 | |||
Class E-3 Common Stock [Member] | |||||
Schedule Of Stockholders Equity [Line Items] | |||||
Common stock, shares authorized | 750,000 | 750,000 | |||
Series A Preferred Stock [Member] | |||||
Schedule Of Stockholders Equity [Line Items] | |||||
Preferred stock, shares issued | 3,075,000 | 3,075,000 | 3,125,000 | 4,300,000 | |
Preferred stock, shares outstanding | 3,075,000 | 3,075,000 | 3,125,000 | ||
Convertion of preferred shares | 50,000 | 50,000 |
Common Stock, Preferred Stock_4
Common Stock, Preferred Stock and Stockholders Equity - Schedule of capital stock (Details) - $ / shares | Mar. 31, 2024 | Dec. 31, 2023 |
Common Class A [Member] | ||
Schedule Of Stockholders Equity [Line Items] | ||
Common Stock, Shares Authorized | 800,000,000 | 800,000,000 |
Shares outstanding | 13,531,071 | 13,482,047 |
Par value | $ 0.0001 | $ 0.0001 |
Common Class B [Member] | ||
Schedule Of Stockholders Equity [Line Items] | ||
Common Stock, Shares Authorized | 20,000,000 | 20,000,000 |
Shares outstanding | 0 | 0 |
Par value | $ 0.0001 | $ 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 | 2,250,000 |
Shares outstanding | 1,075,761 | 1,075,761 |
Par value | $ 0.0001 | $ 0.0001 |
Series A Preferred Stock [Member] | ||
Schedule Of Stockholders Equity [Line Items] | ||
Preferred stock, shares authorized | 50,000,000 | 50,000,000 |
Preferred stock, par or stated value per share | $ 0.0001 | $ 0.0001 |
Preferred stock, shares outstanding | 3,075,000 | 3,125,000 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) | 3 Months Ended | |||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | Sep. 30, 2023 | |
Income tax (expense) benefit | $ 138,000 | $ 622,000 | ||
Federal income taxe | 0 | |||
Uncertain tax position | 1,000,000 | |||
BT Hold Co LLC [Member] | ||||
Income tax (expense) benefit | $ 100,000 | $ 600,000 | ||
Effective income tax rate reconciliation, percent | 3.21% | (11.40%) | ||
Net income (loss) before tax attributable to non controlling interest | $ 200,000 | $ 0 | ||
BitAccess Inc., and Express Vending, Inc [Member] | ||||
Federal income taxe | $ 0 | $ 0 | ||
Tax Receivable Agreement [Member] | ||||
Tax receivable agreement liability | $ 900,000 | $ 700,000 | ||
Tax receivable agreement liability additional adjustment | $ 200,000 | |||
Tax Receivable Agreement [Member] | BT Hold Co LLC [Member] | ||||
Tax savings percentage distributable | 85% | |||
Payable as per tax receivable agreement | $ 900,000 |
Share-Based Compensation - Addi
Share-Based Compensation - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2022 | |
2023 Omnibus incentive plan | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Share-based payment arrangement, expense | $ 900 | ||
Share-based compensation arrangement by share-based payment award, number of shares available for grant | 6,029,445 | ||
Bit Access Plan [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Share-based payment arrangement, expense | $ 0 | $ 200 | |
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 | 4,809 | ||
Share-based compensation arrangement by share-based payment award, vested | 69,000 | ||
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 | ||
RSUs outstanding | 0 | 57,834 | 81,142 |
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 | 4,809 | ||
Share-based compensation arrangement by share-based payment award, award vesting period | 2 years | ||
Share-based payment arrangement, expense | $ 900 | ||
Share-based payment arrangement, nonvested award, cost not yet recognized, amount | $ 2,300 | ||
Common Class A [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Earn out provision share price | $ 12 |
Share-Based Compensation - Sche
Share-Based Compensation - Schedule of BitAccess Plan Stock Option Activity (Detail) - $ / shares | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Employee Stock Option | Bit Access Plan [Member] | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Options - Beginning balance | 43,780 | 106,938 | 106,938 | |
Options - Granted | 0 | 39,600 | ||
Options - Exercised | 0 | (38,562) | ||
Options - End balance | 43,780 | 107,976 | 43,780 | 106,938 |
Options - Vested and exercisable | 15,235 | 2,063 | ||
Weighted-average exercise price - Beginning balance | $ 2.86 | $ 1.04 | $ 1.04 | |
Weighted-average exercise price - Granted | 0 | 2.86 | ||
Weighted-average exercise price - Exercised | 0 | 0 | ||
Weighted-average exercise price - End balance | 2.86 | 2.08 | $ 2.86 | $ 1.04 |
Weighted-average exercise price - Vested and exercisable | $ 0 | $ 2.86 | ||
Weighted-average remaining contractual term - Outstanding | 8 years 4 months 6 days | 9 years 1 month 24 days | 8 years 7 months 6 days | 8 years 10 months 9 days |
Weighted-average remaining contractual term - Granted | 9 years 9 months 3 days | |||
Weighted-average grant-date fair value - Outstanding | $ 1.21 | |||
Weighted-average grant-date fair value - Granted | $ 0 | $ 3.05 | ||
Weighted-average grant-date fair value - Exercised | 0 | 4.44 | ||
Weighted-average grant-date fair value - Vested and exercisable | 0.8 | 3.02 | ||
Restricted Stock Units (RSUs) [Member] | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Weighted-average grant-date fair value - Vested and exercisable | 3.61 | |||
Restricted Stock Units (RSUs) [Member] | Bit Access Plan [Member] | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Weighted-average grant-date fair value - Outstanding | $ 3.09 | $ 3.09 | $ 1.13 | |
Restricted stock units - Beginning balance | 81,142 | 81,142 | ||
Restricted stock units - Exercised | (23,308) | |||
Restricted stock units - End balance | 0 | 57,834 | 81,142 |
Share-Based Compensation - Sc_2
Share-Based Compensation - Schedule of Performance Stock Units and Restricted Stock Units Activity (Detail) - Restricted Stock Units (RSUs) [Member] | 3 Months Ended |
Mar. 31, 2024 $ / shares shares | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Outstanding - Begining balance | shares | 1,352,085 |
Granted | shares | 4,809 |
Vested | shares | (69,000) |
Forfeited | shares | (7,159) |
Outstanding - Ending balance | shares | 1,280,735 |
Weighted-average grant date fair value - Beginning balance | $ / shares | $ 3.59 |
Weighted-average grant date fair value - Granted | $ / shares | 2.18 |
Weighted-average grant date fair value - vested | $ / shares | 3.61 |
Weighted-average grant date fair value - Forfeited | $ / shares | 3.5 |
Weighted-average grant date fair value - Ending balance | $ / shares | $ 3.59 |
Net Loss Per Share - Schedule o
Net Loss Per Share - Schedule of loss per share and weighted average of common stock outstanding (Detail) $ / shares in Units, $ in Thousands | 3 Months Ended |
Mar. 31, 2024 USD ($) $ / shares shares | |
Numerator [Abstract] | |
Net loss attributable to Bitcoin Depot Inc. - basic | $ | $ (4,228) |
Net loss attributable to Bitcoin Depot Inc. - diluted | $ | $ (4,228) |
Denominator [Abstract] | |
Weighted average common stock outstanding - basic | shares | 16,616,864 |
Weighted average common stock outstanding - diluted | shares | 16,616,864 |
Earnings per share, basic | $ (0.25) |
Earnings per share, diluted | (0.25) |
Bitcoin Depot Inc. [Member] | |
Denominator [Abstract] | |
Earnings per share, basic | (0.25) |
Earnings per share, diluted | $ (0.25) |
Net Loss Per Share - Schedule_2
Net Loss Per Share - Schedule of securities were not included in the computation of diluted shares outstanding (Detail) | 3 Months Ended |
Mar. 31, 2024 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 |
Leases - Schedule of Components
Leases - Schedule of Components of Lease Expense (Detail) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | |
Finance lease expense: | |||
Amortization of right-of-use-assets | $ 1,261 | $ 2,215 | |
Interest on lease liabilities | 375 | 1,107 | |
Total finance lease expense | 1,636 | 3,322 | |
Operating lease expense | 100 | 53 | |
Short-term lease expense | 8,476 | 9,032 | |
Total lease expense | 10,212 | 12,407 | |
Other information: | |||
Operating cash flows used for finance leases | (403) | (1,107) | |
Operating cash flows used for operating leases | (118) | (57) | |
Financing cash flows used for finance leases | $ (1,896) | $ (3,154) | |
Weighted-average remaining lease term - finance leases | 1 year 8 months 8 days | 1 year 7 months 9 days | |
Weighted-average remaining lease term - operating leases | 2 years 6 months 29 days | 2 years 3 months 25 days | |
Weighted-average discount rate - finance leases | 18.10% | 17.90% | |
Weighted-average discount rate - operating leases | 17.40% | 16.60% |
Leases - Schedule of Maturities
Leases - Schedule of Maturities of Noncancellable Operating Lease Liabilities (Detail) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Lessee, Operating Lease, Liability, to be Paid, Fiscal Year Maturity [Abstract] | ||
Remainder of 2024 | $ 454 | |
2025 | 470 | |
2026 | 370 | |
2027 | 92 | |
Total undiscounted lease payments | 1,386 | |
Less: imputed interest | (266) | |
Total operating lease liability | 1,120 | |
Less: operating lease liabilities, current | (454) | $ (279) |
Operating lease liabilities, net of current portion | $ 666 | $ 319 |
Leases - Schedule of Maturiti_2
Leases - Schedule of Maturities of Noncancellable Finance Lease Liabilities (Detail) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Finance Lease, Liability, to be Paid, Fiscal Year Maturity [Abstract] | ||
Remainder of 2024 | $ 5,611 | |
2025 | 2,518 | |
2026 | 675 | |
Total undiscounted lease payments | 8,804 | |
Less: imputed interest | (1,052) | |
Total finance lease liability | 7,752 | |
Less: current installments of obligations under finance leases | (5,459) | $ (6,801) |
Obligations under finance leases, excluding current installments | $ 2,293 | $ 2,848 |
Leases - Additional Information
Leases - Additional Information (Detail) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 USD ($) | Dec. 31, 2023 USD ($) LeaseArrangement Bitcoinmachine | |
Lessee, Lease, Description [Line Items] | ||
Operating lease liability | $ 1,120,000 | |
Operating lease right of use assets | 1,019,000 | $ 484,000 |
Undisocunted finance lease payment due | 8,804,000 | |
Finance lease liability | $ 7,752,000 | |
Office space lease | ||
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. | |
Transfer Of Remaining Leased Assets To Assets Owned | 1,800,000 | |
Transfer Of Leased Assets To Assets Owned | 3,000,000 | |
Convertible Finance Lease Liabilities To Notes Payable | 1,300,000 | |
Other Finance Leases Transferred | $ 1,700,000 | |
Number of machines leased | Bitcoinmachine | 2,050 | |
Terminated finance lease right of use asset | $ 7,500,000 | |
Terminated finance lease liability | $ 5,700,000 | |
Finance lease term | 3 years | |
Undisocunted finance lease payment due | $ 7,100,000 | |
Purchase price of asset at the end of lease term | 1 | |
Finance lease liability | 5,700,000 | |
Finance lease right of use asset | $ 5,700,000 | |
Number of lease arrangements terminated | LeaseArrangement | 3 | |
BTM kiosk leases | Finance Agreement | ||
Lessee, Lease, Description [Line Items] | ||
Cost Of Machines Purchased | $ 1,300,000 | |
Number of machines leased | Bitcoinmachine | 450 |
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 (Details) - USD ($) $ in Millions | 1 Months Ended | |
Mar. 13, 2024 | Apr. 30, 2024 | |
PSUs | Subsequent Event [Member] | ||
Subsequent Event [Line Items] | ||
Stock units granted | 580,000 | |
Stock units issued | 580,000 | |
Time-based RSUs [Member] | Subsequent Event [Member] | ||
Subsequent Event [Line Items] | ||
Stock units granted | 1,000,000 | |
Grant date fair value | $ 3 | |
BTM Kiosk [Member] | ||
Subsequent Event [Line Items] | ||
Consideration transferred | $ 4.6 |