Cover Page
Cover Page - shares | 6 Months Ended | |
Jun. 30, 2023 | Aug. 15, 2023 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Jun. 30, 2023 | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | Q2 | |
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 $11.50 per share | |
Trading Symbol | BTMWW | |
Security Exchange Name | NASDAQ | |
Common Class A [Member] | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 12,358,691 | |
Common Class B [Member] | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 0 | |
Class E Common Stock [Member] | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 1,075,761 | |
Class M Common Stock [Member] | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 0 | |
Class O Common Stock [Member] | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 0 | |
Class V Common Stock [Member] | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 44,100,000 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Current: | ||
Cash and cash equivalents | $ 27,415 | $ 37,540 |
Cryptocurrencies | 811 | 540 |
Accounts receivable, net | 1,133 | 263 |
Prepaid expenses and other current assets | 3,336 | 2,015 |
Total current assets | 32,695 | 40,358 |
Property and equipment: | ||
Furniture and fixtures | 618 | 618 |
Leasehold improvements | 172 | 172 |
Kiosk machines - owned | 14,932 | 15,234 |
Kiosk machines - leased | 33,355 | 36,591 |
Vehicles | 35 | 17 |
Total property and equipment | 49,112 | 52,632 |
Less: accumulated depreciation | (18,244) | (13,976) |
Total property and equipment, net | 30,868 | 38,656 |
Intangible assets, net | 4,600 | 5,351 |
Goodwill | 8,717 | 8,717 |
Operating lease right-of-use assets, net | 253 | 302 |
Security deposits | 17 | 17 |
Deferred tax asset | 822 | 0 |
Total other non-current assets | 14,409 | 14,387 |
Total assets | 77,972 | 93,401 |
Current: | ||
Accounts payable | 10,852 | 8,119 |
Accrued expenses | 24,127 | 11,309 |
Note payable | 1,868 | 8,050 |
Income taxes payable | 677 | 647 |
Deferred revenue | 23 | 19 |
Operating lease liabilities, current portion | 232 | 228 |
Current installments of obligations under finance leases | 13,125 | 18,437 |
Derivative liabilities | 6 | 0 |
Other tax payable | 795 | 0 |
Total current liabilities | 51,705 | 46,809 |
Long-term liabilities | ||
Note payable, non-current | 16,144 | 29,522 |
Operating lease liabilities, non-current | 162 | 247 |
Obligations under finance leases, non-current | 4,037 | 6,140 |
Deferred income tax, net | 390 | 1,239 |
Tax receivable agreement liability | 754 | 0 |
Total long-term liabilities | 21,487 | 37,148 |
Total Liabilities | 73,192 | 83,957 |
Commitments and Contingencies (Note 22) | ||
Stockholders' Equity and Member's Equity | ||
Stock subscriptions receivable | (5,613) | 0 |
Additional paid-in capital | 15,504 | 0 |
Retained earnings (accumulated deficit) | (17,259) | 0 |
Equity attributed to Legacy Bitcoin Depot | 0 | 7,396 |
Accumulated other comprehensive loss | (203) | (182) |
Total Stockholders' Equity and Equity Attributable to Legacy Bitcoin Depot | (7,566) | 7,214 |
Non-controlling interest | ||
Equity attributable to non-controlling interests | 12,346 | 2,230 |
Total Stockholders' Equity and Member's Equity | 4,780 | 9,444 |
Total Liabilities and Stockholders' Equity and Member's Equity | 77,972 | 93,401 |
Series A Preferred Stock [Member] | ||
Stockholders' Equity and Member's Equity | ||
Series A Preferred Stock, $0.0001 par value; 4,300,000 shares issued and outstanding, at June 30, 2023 | 0 | 0 |
Common Class A [Member] | ||
Stockholders' Equity and Member's Equity | ||
Common stock | 1 | 0 |
Class E Common Stock [Member] | ||
Stockholders' Equity and Member's Equity | ||
Common stock | 0 | 0 |
Common Class B [Member] | ||
Stockholders' Equity and Member's Equity | ||
Common stock | 0 | 0 |
Common Class M [Member] | ||
Stockholders' Equity and Member's Equity | ||
Common stock | 0 | 0 |
Common Class O [Member] | ||
Stockholders' Equity and Member's Equity | ||
Common stock | 0 | 0 |
Common Class V [Member] | ||
Stockholders' Equity and Member's Equity | ||
Common stock | $ 4 | $ 0 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) | Jun. 30, 2023 $ / shares shares |
Series A Preferred Stock [Member] | |
Preferred stock, par or stated value per share | $ / shares | $ 0.0001 |
Preferred stock, shares authorized | 50,000,000 |
Preferred stock, shares issued | 4,300,000 |
Preferred stock, shares outstanding | 4,300,000 |
Common Class A [Member] | |
Common stock, par or stated value per share | $ / shares | $ 0.0001 |
Common stock, shares authorized | 800,000,000 |
Common stock, shares, issued | 12,358,691 |
Common stock, shares outstanding | 12,358,691 |
Class E Common Stock [Member] | |
Common stock, par or stated value per share | $ / shares | $ 0.0001 |
Common stock, shares authorized | 2,250,000 |
Common stock, shares, issued | 1,075,761 |
Common stock, shares outstanding | 1,075,761 |
Common Class B [Member] | |
Common stock, par or stated value per share | $ / shares | $ 0.0001 |
Common stock, shares authorized | 20,000,000 |
Common stock, shares, issued | 0 |
Common stock, shares outstanding | 0 |
Common Class M [Member] | |
Common stock, par or stated value per share | $ / shares | $ 0.0001 |
Common stock, shares authorized | 300,000,000 |
Common stock, shares, issued | 0 |
Common stock, shares outstanding | 0 |
Common Class O [Member] | |
Common stock, par or stated value per share | $ / shares | $ 0.0001 |
Common stock, shares authorized | 800,000,000 |
Common stock, shares, issued | 0 |
Common stock, shares outstanding | 0 |
Common Class V [Member] | |
Common stock, par or stated value per share | $ / shares | $ 0.0001 |
Common stock, shares authorized | 300,000,000 |
Common stock, shares, issued | 44,100,000 |
Common stock, shares outstanding | 44,100,000 |
Consolidated Statements Of Inco
Consolidated Statements Of Income (Loss) And Comprehensive Income (Loss) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Income Statement [Abstract] | ||||
Revenue | $ 197,474 | $ 167,867 | $ 361,077 | $ 322,391 |
Cost of revenue (excluding depreciation and amortization) | 167,242 | 149,213 | 308,543 | 290,482 |
Operating expenses: | ||||
Selling, general, and administrative | 16,168 | 7,241 | 27,003 | 14,930 |
Depreciation and amortization | 3,499 | 4,802 | 6,295 | 9,602 |
Total operating expenses | 19,667 | 12,043 | 33,298 | 24,532 |
Income from operations | 10,565 | 6,611 | 19,236 | 7,377 |
Other (expense) income: | ||||
Interest expense | (4,404) | (2,947) | (7,351) | (6,044) |
Other (expense) income | (10,797) | (90) | (10,913) | 12 |
(Loss) gain on foreign currency transactions | (62) | 643 | (211) | (189) |
Total other (expense) income | (15,263) | (2,394) | (18,475) | (6,221) |
Income (loss) before provision for income taxes and non-controlling interest | (4,698) | 4,217 | 761 | 1,156 |
Income tax (expense) benefit | 692 | (80) | 1,314 | (392) |
Net (loss) income | (4,006) | 4,137 | 2,075 | 764 |
Net income attributable to Legacy Bitcoin Depot unit holders | 6,616 | 4,183 | 12,906 | 871 |
Net income (loss) attributable to non-controlling interest in subsidiary | 77 | 46 | (132) | 107 |
Net (loss) income attributable to Bitcoin Depot Inc. | (10,699) | 0 | (10,699) | 0 |
Net (loss) income after transaction | (4,006) | 4,137 | 2,075 | 764 |
Foreign currency translation adjustments | (21) | (222) | (21) | (234) |
Total comprehensive (loss) income | (4,027) | 3,915 | 2,054 | 530 |
Comprehensive income attributable to Legacy Bitcoin Depot unit holders | 6,595 | 3,961 | 12,885 | 637 |
Comprehensive income (loss) attributable to non-controlling interest in subsidiary | 77 | 46 | (132) | 107 |
Comprehensive (loss) income attributable to Bitcoin Depot Inc. | $ (10,699) | $ 0 | $ (10,699) | $ 0 |
(Loss) earnings share basic | $ (0.64) | $ (0.64) | ||
(Loss) earnings share diluted | $ (0.64) | $ (0.64) | ||
Weighted average shares: | ||||
Weighted average shares Basic | 16,658,691 | 16,658,691 | ||
Weighted average shares diluted | 16,658,691 | 16,658,691 |
Consolidated Statements Of Chan
Consolidated Statements Of Changes In Stockholders' Equity - USD ($) | Total | PIPE And ESA Agreement [Member] | Equity Attributed to Legacy Bitcoin Depot [Member] | Stock Subscriptions Receivable [Member] | Stock Subscriptions Receivable [Member] PIPE And ESA Agreement [Member] | Additional Paid-in Capital [Member] | Additional Paid-in Capital [Member] PIPE And ESA Agreement [Member] | Accumulated Other Comprehensive Loss [Member] | Accumulated Deficit [Member] | Non-controlling Interest [Member] | Total Equity Attributed to Legacy Bitcoin Depot [Member] | Series A Preferred Stock [Member] Preferred Stock [Member] | Series A Preferred Stock [Member] Preferred Stock [Member] PIPE And ESA Agreement [Member] | Common Class A [Member] Common Stock [Member] | Class V Common Stock [Member] Common Stock [Member] | Class E Common Stock [Member] Common Stock [Member] |
Beginning Balance at Dec. 31, 2021 | $ 18,976,000 | $ 17,616 | $ (72,000) | $ 1,432,000 | $ 17,544,000 | |||||||||||
Distribution | (9,734,000) | (9,734,000) | (9,734,000) | |||||||||||||
Stock Compensation prior to transaction | 607,000 | 607,000 | ||||||||||||||
Foreign currency translation | (234,000) | (234,000) | (234,000) | |||||||||||||
Net Income (loss) after transaction-attributable to Bitcoin Depot Inc. | 0 | |||||||||||||||
Net Income (loss) | 764,000 | 871,000 | (107,000) | 871,000 | ||||||||||||
Ending Balance at Jun. 30, 2022 | 10,379,000 | 8,753,000 | (306,000) | 1,932,000 | 8,447,000 | |||||||||||
Beginning Balance at Mar. 31, 2022 | 9,706,000 | 8,115,000 | (84,000) | 1,675,000 | 8,031,000 | |||||||||||
Distribution | (3,545,000) | (3,545,000) | (3,545,000) | |||||||||||||
Stock Compensation prior to transaction | 303,000 | 303,000 | ||||||||||||||
Foreign currency translation | (222,000) | (222,000) | ||||||||||||||
Net Income (loss) after transaction-attributable to Bitcoin Depot Inc. | 0 | |||||||||||||||
Net Income (loss) | 4,137,000 | 4,183,000 | (46,000) | 4,183,000 | ||||||||||||
Ending Balance at Jun. 30, 2022 | 10,379,000 | 8,753,000 | (306,000) | 1,932,000 | $ 8,447,000 | |||||||||||
Beginning Balance at Dec. 31, 2022 | 9,444,000 | 7,396,000 | (182,000) | 2,230,000 | ||||||||||||
Distribution | (12,737,000) | (12,737,000) | ||||||||||||||
Stock Compensation prior to transaction | 382,000 | 382,000 | ||||||||||||||
Foreign currency translation | (21,000) | (21,000) | ||||||||||||||
Net income (loss) prior to transaction | 12,774,000 | 12,906,000 | (132,000) | |||||||||||||
Recapitalization of Legacy Bitcoin Depot equity and establishment of non-controlling interest | (3,504,000) | (7,565,000) | $ (4,000) | $ (5,806,000) | 9,866,000 | $ 1,000 | $ 4,000 | |||||||||
Recapitalization of Legacy Bitcoin Depot equity and establishment of non-controlling interest, Shares | $ 11,858,691 | 44,100,000 | $ 1,075,761 | |||||||||||||
Establishment of TRA | (754,000) | (754,000) | ||||||||||||||
Shares issued in connection with the PIPE Financing | $ 8,280,000 | $ (5,609,000) | $ 13,889,000 | |||||||||||||
Shares issued in connection with the PIPE Financing, Shares | 4,300,000 | |||||||||||||||
Post transaction stock compensation expense related to shares issued to founder | 1,615,000 | $ 1,615,000 | ||||||||||||||
Post transaction stock compensation expense related to shares issued to founder Shares | 500,000 | |||||||||||||||
Net Income (loss) after transaction-attributable to Bitcoin Depot Inc. | (10,699,000) | (10,699,000) | ||||||||||||||
Net Income (loss) | 2,075,000 | |||||||||||||||
Ending Balance at Jun. 30, 2023 | 4,780,000 | 0 | (5,613,000) | 15,504,000 | (203,000) | (17,259,000) | 12,346,000 | $ 0 | $ 1,000 | $ 4,000 | ||||||
Ending Balance (Shares) at Jun. 30, 2023 | 4,300,000 | 12,358,691 | 44,100,000 | 1,075,761 | ||||||||||||
Beginning Balance at Mar. 31, 2023 | 15,213,000 | 13,182,000 | 0 | 0 | (182,000) | 2,213,000 | $ 0 | |||||||||
Distribution | (12,233,000) | (12,233,000) | ||||||||||||||
Stock Compensation prior to transaction | 190,000 | 190,000 | ||||||||||||||
Foreign currency translation | (21,000) | (21,000) | ||||||||||||||
Net income (loss) prior to transaction | 6,693,000 | 6,616,000 | 77,000 | |||||||||||||
Recapitalization of Legacy Bitcoin Depot equity and establishment of non-controlling interest | (3,504,000) | (7,565,000) | (4,000) | (5,806,000) | 9,866,000 | 1,000 | $ 4,000 | |||||||||
Recapitalization of Legacy Bitcoin Depot equity and establishment of non-controlling interest, Shares | $ 11,858,691 | 44,100,000 | $ 1,075,761 | |||||||||||||
Establishment of TRA | (754,000) | (754,000) | ||||||||||||||
Shares issued in connection with the PIPE Financing | $ 8,280,000 | $ (5,609,000) | $ 13,889,000 | |||||||||||||
Shares issued in connection with the PIPE Financing, Shares | 4,300,000 | |||||||||||||||
Post transaction stock compensation expense related to shares issued to founder | 1,615,000 | 1,615,000 | ||||||||||||||
Post transaction stock compensation expense related to shares issued to founder Shares | 500,000 | |||||||||||||||
Net Income (loss) after transaction-attributable to Bitcoin Depot Inc. | (10,699,000) | (10,699,000) | ||||||||||||||
Net Income (loss) | (4,006,000) | |||||||||||||||
Ending Balance at Jun. 30, 2023 | $ 4,780,000 | $ 0 | $ (5,613,000) | $ 15,504,000 | $ (203,000) | $ (17,259,000) | $ 12,346,000 | $ 0 | $ 1,000 | $ 4,000 | ||||||
Ending Balance (Shares) at Jun. 30, 2023 | 4,300,000 | 12,358,691 | 44,100,000 | 1,075,761 |
Consolidated Statements Of Cash
Consolidated Statements Of Cash Flows - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Cash flows from Operating Activities: | ||
Net Income | $ 2,075 | $ 764 |
Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | ||
Amortization of deferred financing costs | 515 | 301 |
Adjustment to contingent earnout liability | 142 | |
Depreciation and amortization | 6,295 | 9,602 |
Expense associated with Series A Preferred Share PIPE Issuance | 9,213 | 0 |
Non-cash stock compensation | 1,997 | 607 |
Purchase of services in cryptocurrencies | 432 | 2,376 |
Deferred taxes | (867) | (338) |
Realized gain on cryptocurrencies | (989) | |
Loss on lease modification | 1,201 | |
Loss on disposal of property and equipment | 255 | 0 |
Reduction in carrying amount of right-of-use assets | 49 | 38 |
Cryptocurrency received as payment | (288) | (2,258) |
Change in operating assets and liabilities: | ||
Accounts receivable, net | (870) | (25) |
Income tax receivable | 0 | 27 |
Cryptocurrencies | (438) | 2,278 |
Prepaid expenses and other current assets | (978) | 11 |
Accounts payable | (125) | (3,307) |
Accrued expenses | 8,331 | 1,324 |
Income taxes payable | (268) | 688 |
Derivative liabilities | 6 | |
Deferred revenue | 4 | 91 |
Operating lease liabilities | (82) | (68) |
Net Cash Flows From (Used In) Operations | 26,599 | 11,122 |
Cash flows from Investing Activities: | ||
Acquisition of property and equipment | (18) | (700) |
Net Cash Flows From (Used In) Investing Activities | (18) | (700) |
Cash flows from Financing Activities: | ||
Net Proceeds from Merger | 3,343 | |
PIPE commitment fee paid at closing | (583) | |
Proceeds from issuance of note payable | 5,000 | |
Principal payments on note payable | (18,926) | (1,600) |
Principal payments finance lease | (6,701) | (8,376) |
Payment for deferred financing costs | (1,149) | (209) |
Distributions | (12,711) | (5,167) |
Net Cash Flows From (Used In) Financing Activities | (36,727) | (10,352) |
Effect of exchange rate changed on cash and cash equivalents | 21 | (234) |
Net change in cash | (10,125) | (164) |
Cash and cash equivalents - beginning of period | 37,540 | 38,028 |
Cash and cash equivalents - end of period | 27,415 | 37,864 |
Cash paid during the six months ended June 30 for: | ||
Interest | 7,036 | 5,636 |
Income taxes | $ 2,212 | $ 4 |
Organization and Background
Organization and Background | 6 Months Ended |
Jun. 30, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Background | (1) Organization and Background (a) Organization Bitcoin Depot Inc. (“Bitcoin Depot”, or the “Company”), a Delaware corporation, was formed on October 14, 2021 as GSR II Meteora Acquisition Corp. (see Note 2(a)). Bitcoin Depot owns and operates a network of cryptocurrency kiosks (“BTMs”) across North America where customers can buy and sell cryptocurrencies. In addition to the BTM network, Bitcoin Depot also sells cryptocurrency to consumers at a network of retail locations through its BDCheckout product offering and through its website via over-the-counter (“OTC”) trade. The BDCheckout offering allows users similar functionality to the BTM kiosks, enabling users to load cash into their accounts at the checkout counter at retailer locations, and use those funds to purchase cryptocurrency. The Company’s website allows users to initiate and complete OTC trades for cryptocurrency. Bitcoin Depot also offers a software solution to other BTM operators through its controlled subsidiary, BitAccess Inc. (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 open-source 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 adverse (c) Liquidity As of June 30, 2023, the Company had current assets of $32.7 million, including cash and cash equivalents of $27.4 million, current liabilities of $51.7 million, total stockholders’ equity of $4.8 million and an accumulated deficit of $17.3 million. For the six months ended June 30, 2023, the Company recognized net income of $2.1 million and generated cash flows from operations of $26.6 million. The Company expects its existing cash and cash equivalents, together with cash provided by operations, to be sufficient to fund its operations for a period of 12 months from the |
Basis of Presentation Summary o
Basis of Presentation Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2023 | |
Accounting Policies [Abstract] | |
Basis of Presentation Summary of Significant Accounting Policies | (2) Basis of Presentation Summary of Significant Accounting Policies (a) Basis of Presentation Reverse Recapitalization GSR II Meteora Acquisition Corp. (“GSRM”) was a blank check company incorporated as a Delaware corporation on October 14, 2021, for the purpose of effecting a merger or similar business combination with one or more businesses. On March 1, 2022, GSRM consummated its Initial Public Offering (“IPO”). On August 24, 2022, GSRM entered into a Transaction Agreement, as subsequently amended (the “Transaction Agreement”), by and among GSRM, GSR II Meteora Sponsor LLC (the “Sponsor”), Lux Vending, LLC (dba Bitcoin Depot) (“Legacy Bitcoin Depot”) and BT Assets, Inc. (“BT Assets”) (the “Merger”). Prior to the events contemplated in the TA, BT Assets was the sole owner and member in Legacy Bitcoin Depot. 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 On the Closing Date, the Company also issued 4,300,000 shares of Series A Convertible Preferred Stock of the Company (the “Series A Preferred Stock”) in connection with the private placement (“PIPE Financing 12,358,691 shares of Class A common stock Notwithstanding the legal form of the Merger pursuant to the Transaction Agreement, the Merger is accounted for as a reverse recapitalization. The Merger will be accounted for as a common control transaction and reverse recapitalization in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”), as BT Assets controls BT OpCo both before and after the transactions. Legacy Bitcoin Depot is determined to be the predecessor and represents a continuation of BT OpCo’s balance sheet and consolidated statement of Income (Loss) and Comprehensive Income (Loss), reflective of the recapitalization of the Merger. As a result of the reverse capitalization accounting, the 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 warrants to purchase the Class A common stock are listed on 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. 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 Lux Vending, LLC (dba Bitcoin Depot) as of December 31, 2022 and December 31, 2021 included in GSRM’s definitive proxy statement filed with the SEC on June 20, 2023. 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. In connection with the Merger, the Company became the sole managing member of BT HoldCo, which holds all of the Company’s operating subsidiaries, and has the sole authority to make the key operating decisions on behalf of BT HoldCo. As such, the Company determined that BT HoldCo is a VIE and the Company is the primary beneficiary. Accordingly, these consolidated financial statements include the assets, liabilities and results of operations of BT HoldCo. The consolidated financial statements of the Company include the accounts of Bitcoin Depot Inc. and its controlled subsidiaries: BT HoldCo, Bitcoin Depot Operating, LLC, Mintz Assets, Inc., Express Vending, Inc., Intuitive Software, LLC, Digital Gold Ventures, Inc. (“Digital Gold”), and BitAccess Inc. BT HoldCo is a holding company with ownership of Bitcoin Depot Operating, LLC. Bitcoin Depot Operating, LLC is a holding company with ownership of Mintz Assets, Inc. and Intuitive Software, LLC. Mintz Assets, Inc. is a holding company that holds the ownership of Express Vending, Inc. Express Vending, Inc. is a Canadian corporation whose business activities include owning and operating a network of BTM kiosks in Canada. Intuitive Software, LLC is a holding company that holds an 82.14% equity interest (through its ownership of Digital Gold) in BitAccess Inc., a Canadian corporation. The non-controlling (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 right-of-use (c) Concentration of Credit Risk Arising from Cash Deposits in Excess of Insured Limits The Company maintains cash in established U.S. and Canadian financial institutions that often will exceed federally insured limits. The Company has not experienced any losses in such accounts that are maintained at the financial institutions. The Company maintains cash balances in its BTMs and in fiat wallets with cryptocurrency exchanges to facilitate the purchase and sale of cryptocurrencies. The cash balances in the BTMs are insured up to a specified limit. From time to time, the Company’s cash balance in the BTMs exceeds such limits. The Company had cash of $12.6 million and $16.0 million in BTMs at June 30, 2023 and December 31, 2022, respectively. Cash maintained in fiat wallets with cryptocurrency exchanges is not insured. The Company had $0.6 million and $2.5 million in cash with cryptocurrency exchanges as of June 30, 2023 and December 31, 2022, respectively. A significant customer concentration is defined as one from whom at least 10% of annual revenue is derived. The Company had no significant customer concentration for the three and six months ended June 30, 2023 and 2022. (d) Cash and Cash Equivalents Cash includes cash maintained at various financial institutions, cryptocurrency exchanges, and in BTMs owned and leased by the Company. Cash equivalents represents cash in transit picked up by armored truck companies from the Company’s BTM machines but not yet deposited in the Company’s bank accounts. As of June 30, 2023 and December 31, 2022, the Company had cash in transit of $5.7 million million (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 The Company accounts for cryptocurrencies as indefinite-lived Intangibles - third-party, 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 Impairment Because the Company’s cryptocurrencies are accounted for as indefinite-lived 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. As of June 30, 2023, the Company only sells its cryptocurrencies to its customers from its BTM Kiosks and BDCheckout locations in exchange for cash, for a prescribed transaction fee applied to the current market price of the cryptocurrency at the time of the transaction, plus a predetermined markup. When the cryptocurrency is sold to customers, the Company relieves the adjusted cost basis of its cryptocurrency, net of impairments, on a first-in, first-out During the year ended December 31, 2021, the Company purchased quantities of cryptocurrencies in excess of expected sales and began selling these cryptocurrencies to customers, on exchange or distributing to the Member during the three and six months ended June 30, 2022. Upon disposition, the Company relieved the adjusted cost basis (net of impairments) of the cryptocurrencies with any gains recorded to cost of revenue (excluding depreciation and amortization). The related cash flows from purchases and sales of cryptocurrencies are presented as cash flows from operating activities on the consolidated Statements of Cash Flows. See Notes 2(i) and 2(j) to the consolidated financial statements for further information regarding the Company’s revenue recognition and cost of revenue related to the Company’s cryptocurrencies. (f) Property and Equipment Property and equipment are stated at cost, less accumulated depreciation. Finance leases are stated at the present value of the future minimum lease payments, less accumulated depreciation. Expenditures for maintenance and repairs are expensed as incurred. The cost of assets sold, retired, or otherwise disposed of, and the related accumulated depreciation are eliminated from their respective accounts and any resulting gain or loss is recognized in the consolidated Statements of Income (Loss) and Comprehensive Income (Loss) upon disposition. Depreciation of property and equipment is determined using the straight-line Furniture and fixtures 7 years Leasehold improvements Lesser of estimated useful life or life of the lease Kiosk machines - 5 years Kiosk machines - 2-5 Vehicles 5 years Depreciation expense for the six months ended June 30, 2023 and 2022 totaled $5.5 million, and $8.8 million, respectively. Depreciation expense for the three months ended June 30, 2023 and 2022 totaled $3.1 million and $4.4 million, respectively. (g) Impairment of Long-Lived Long-lived long-lived (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 Intangible assets, net consist of tradenames, customer relationships, and software applications. Intangible assets with finite lives are amortized over their estimated lives and evaluated for impairment when an event or change in circumstances occurs that warrants such a review. Management periodically evaluates whether changes to estimated useful lives of intangible assets are necessary to ensure its estimates accurately reflect the economic use of the related intangible assets. (i) Revenue Recognition BTM Kiosks, BDCheckout and OTC Revenue is principally derived from the sale of cryptocurrencies at the point-of-sale customer-initiated point-of-sale real-time The Company’s revenue from contracts with customers is principally comprised of a single performance obligation to provide cryptocurrencies when customers buy cryptocurrencies at a BTM kiosk, through BDCheckout or directly via an OTC trade. BDCheckout sales are similar to sales from BTM kiosks in that, customers buy cryptocurrencies with cash; however, the BDCheckout transactions are completed at the checkout counter of retail locations, initiated using the Bitcoin Depot mobile app instead of through the BTM kiosks. OTC sales are initiated and completed through the Company’s website. Regardless of the method by which the customer purchases the cryptocurrency, the Company considers its performance obligation satisfied when control of the cryptocurrency is transferred to the customer, which is at the point in time the cryptocurrency is transferred to the customer’s cryptocurrency wallet and the transaction validated on the blockchain. The typical process time for our transactions with customers is 30 minutes or less. Through December 31, 2022, for reasons of operational practicality, the Company applied an accounting convention at period-ends to use the date of the transaction, which corresponded to the timing of the cash received, for purposes of recognizing revenue. This accounting convention did not result in materially different revenue recognition from using the time the cryptocurrency had transferred to the customer’s wallet and the transaction validated on the blockchain (see Note 6). In a limited number of BTM kiosks, the Company has the technology to allow customers the ability to sell their cryptocurrencies to the Company. In these limited cases, the Company receives the customer’s cryptocurrencies in the Company’s hot wallet, and the kiosk dispenses U.S. Dollar (“USD”) to the selling customer. Because all orders are processed within a very short time frame (typically within minutes), no orders are pending when the customer receives cash upon completion of the transaction at the kiosk. Revenue is recognized at the time when the cash is dispensed to the customer. The cryptocurrencies received are initially accounted for at cost and reflected in Cryptocurrencies on the consolidated Balance Sheets, net of impairments. 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 control 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. Software Services The Company, through its subsidiary BitAccess, generates revenue from contracts with third-party cash-to-cryptocurrency stand-ready BitAccess also generates revenue by selling kiosk hardware to BTM operators in exchange for cash. Hardware revenue is recognized at a point-in-time The Company has considered whether its contracts with BitAccess customers for software services are themselves derivative contracts or contain an embedded derivative in accordance with ASC 815 - Derivatives and Hedging de minimis (j) Cost of Revenue (excluding depreciation and amortization) The Company’s cost of revenue consists primarily of direct costs related to selling cryptocurrencies and operating the Company’s network of BTM kiosks. The cost of revenue (excluding depreciation and amortization) caption includes cryptocurrency expenses, floorspace expenses, and kiosk operations expenses. Cryptocurrency expenses Cryptocurrency expenses include the cost of cryptocurrencies, fees paid to obtain cryptocurrencies, impairment of cryptocurrencies, gains on sales of cryptocurrencies on exchange, fees paid to operate the software on the BTM kiosks, and fees paid to transfer cryptocurrencies to customers. Floorspace lease expenses Floorspace lease expenses include lease expense for short-term, Kiosk Operations expenses Kiosk operations expenses include the cost of kiosk repair and maintenance and the cost of armored trucks to collect and transport cash deposited into the BTM kiosks. The Company presents cost of revenue in the consolidated Statements of Income (Loss) and Comprehensive Income (Loss) exclusive of depreciation related to BTM kiosks and amortization of intangible assets related to software applications, tradenames and customer relationships. (k) Advertising The Company expenses advertising costs as incurred. Advertising expenses were $2.6 million million million million selling, (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’ and Member’s equity, identified as accumulated other comprehensive loss. As a result of the continued integration of BitAccess (the Company’s controlled Canadian subsidiary) during 2022, the Company determined that the functional currency was the USD. Accordingly, assets and liabilities are remeasured into USD at the exchange rates in effect at the reporting date with differences recorded as transactions gains and losses within other income (expense), net within the Consolidated Statement of Income (Loss) and Comprehensive Income (Loss). (m) Income Taxes Bitcoin Depot 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 the BT HoldCo’s federal tax return as a division of the partnership. As such, there were 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 taxed as Canadian corporations. For the three and six months ended June 30, 2023 and 2022, there was no activity for Mintz Assets, Inc., Intuitive Software, LLC and Digital Gold. As such, there were no federal income taxes for these entities. Deferred taxes are recognized for future tax consequences attributable to differences between the consolidated financial statement carrying amounts of existing assets and liabilities and their respective tax basis and net operating loss carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect of any tax rate change on deferred taxes is recognized in the period that includes the enactment date of the tax rate change. Realization of deferred tax assets is assessed on an annual basis and, unless a deferred tax asset is more likely than not to be utilized, a valuation allowance is recorded to write down the deferred tax assets to their net realizable value. In assessing the realizability of deferred income tax assets, management considers whether it is more-likely-than-not (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 • 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 The Company maintained an equity award plan under which the officers and employees of BitAccess were awarded various types of share-based On June 30, 2023, the Company approved the Bitcoin Depot Inc. 2023 Omnibus Incentive Plan (the “Incentive Plan”) under which officers and employees may be awarded various types of share-based For stock options, share-based Black-Scholes risk-free risk-free For restricted stock units, the share-based The Company recognizes share-based straight-line (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. (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 weighted-average (r) Litigation The Company assesses legal contingencies in accordance with ASC 450 - Contingencies (s) Earnouts At the closing of the Merger, the Sponsor wa earnout Shares E c s In current form, the Sponsor Earnout Shares are represented by the Company’s Class E-1, E-2, and E-3 c s Sponsor Class E-1 c s Class E-2 Class E-3 s per share per share tr d 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 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 9. (t) Warrants In connection with the Merger, the Company assumed a total of , consisting of 31,625,000 Public Warrants and 12,223,750 Private Placement Warrants 815-40, Derivatives and Hedging—Contracts in Entity’s Own Equity. (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 |
Recent Accounting Pronouncement
Recent Accounting Pronouncements | 6 Months Ended |
Jun. 30, 2023 | |
Accounting Standards Update and Change in Accounting Principle [Abstract] | |
Recent Accounting Pronouncements | (3) Recent Accounting Pronouncements Accounting Pronouncement Adopted In October 2021, the FASB issued ASU 2021-08, “Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers,” Accounting Pronouncement Pending Adoption 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,” |
Merger
Merger | 6 Months Ended |
Jun. 30, 2023 | |
Merger [Abstract] | |
Merger | (4) Merger For accounting purposes, the Merger was treated as the equivalent of Bitcoin Depot issuing stock for the net assets of GSRM accompanied by a recapitalization. The following summarizes the elements of the Merger to the consolidated Statement of Cash flows, including the transaction funding, sources and uses of cash (in thousands): Recapitalization Cash - $ 332,102 Less: GSRM transactions cost paid from Trust(1) (25,958 ) Less: Purchase of BT HoldCo common units from BT Assets (10,066 ) Less: Redemptions of existing shareholders of GSRM (292,735 ) Net proceeds from SPAC shareholders 3,343 Assumed net liabilities from GSRM, excluding net cash proceeds (6,847 ) Net Impact of the Merger on the Statement of Changes in Stockholders’ Equity $ (3,504 ) (1) Includes the following: Transaction costs paid from SPAC trust account million of non-redemption payments, million of other transaction-related expenses and million of franchise and income taxes , PIPE Financing On June 23, 2023, GSRM entered into a private placement agreement with certain subscribers (“Subscribers”). Concurrently with the closing of the Merger, the Subscribers purchased common stock per share over the period from September 2023 through February 2024 (or April 2024 if the Company elects to extend the observation period based on a national amount of 5,000,000 shares of Class A common stock common stock , could result in the Company making a cash payment to the Subscribers of up to $ million (or $ million if the Company elects to extend the observation period). For purposes of settlement under n common stock common stock common stock SPAC Share Issuance The Subscription Receivable represents a hybrid financial instrument comprising a subscription receivable and an embedded derivative. The host subscription receivable was recognized at its initial fair value of $5.6 million as a reduction in stockholders’ equity. The embedded derivative represents a net cash settled forward contract with a value that is indexed to the trading price of the Company’s Class A common stock 815-15 Embedded derivatives The Series A Preferred Stock was recorded at fair value of $13.9 million. The excess of the fair value of the Series A Preferred Stock and the fair value of the Subscription Receivable was deemed to reflect the minimum return promised to the Subscribers inherent in the mechanics of the arrangement whereby the Subscribers may ultimately pay less than the purchase price of $43.3 million based on future prices of the Class A common stock million million d Consolidated Non-Redemption Agreements Prior to the Merger, GSRM entered into voting and non-redemption Non-Redemption (“Non-Redeeming Non-Redeeming , including Subscriber referenced above , (“Non-Redeemed SPAC Share Issuance In exchange for the foregoing commitments not to redeem such Non-Redeemed Non-Redeeming Non-Redeemed Non-Redeeming initial extension Non-Redeeming one investor stock and $18.7 million of cash was paid out of the SPAC trust account account account The expenses related to the Non-Redemption Agreements and the SPAC Share Issuance described above have been recognized in the GSRM Statement of Operations as these transaction occurred prior to the Merger. |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Jun. 30, 2023 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | (5) Related Party Transactions During the six months ended June 30, 2023, the Company distributed to BT Assets million During the six months ended June 30, 2022, the Company distributed to BT Assets million During the three months ended June 30, 2023 and 2022, t BT Assets BT Assets During the three months ended June 30, 2023 and 2022, total cash of $12.2 million million As part of the Merger, the Chief Executive Officer of the Company was issued 500,000 shares of Class A common stock under the Incentive Plan. The Company recognized compensation expense of $1.6 million during the three and six months ended June 30, 2023 and is included in selling, general and administrative expenses in the consolidated Statements of Income (Loss) and Comprehensive Income (Loss). The Company entered into sale bonus agreements with an officer and an employee of Bitcoin Depot as part of the Merger. The Company agreed to pay bonuses to these individuals based on the results of the Merger. The Company accrued an aggregate bonus compensation payable of $2.0 million as of June 30, 2023. The compensation expense is included in selling, general and administrative expenses in the consolidated Statements of Income (Loss) and Comprehensive Income (Loss). At the closing of the Merger, the Company entered into the 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 is deemed to realize. Additionally, at the closing of the Merger, BT Assets had a payable to the Company for $0.8 million related to withholding taxes on the 500,000 Class A common stock issued as a transaction bonus to the Chief Executive Officer of the Company. The Company received the $0.8 million in early July 2023 and remitted this amount to the tax authority. 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 June 30, 2023. |
Revenue
Revenue | 6 Months Ended |
Jun. 30, 2023 | |
Revenue from Contract with Customer [Abstract] | |
Revenue | (6) Revenue Revenue disaggregated by revenue stream is as follows (in thousands): Three Months Ended Six Months Ended 2023 2022 2023 2022 BTM Kiosks $ 196,916 $ 166,444 $ 359,942 $ 317,625 BDCheckout 241 8 601 8 OTC — — — 2,080 Company Website 89 41 168 71 Software Services 150 1,248 288 2,258 Hardware Revenue 78 126 78 349 Total Revenue $ 197,474 $ 167,867 $ 361,077 $ 322,391 The net impact to revenue arising from cryptocurrency transactions where control did not transfer to the customer would be million million for the three and six months ended June 30, 2023 and 2022, respectively. |
Cost of Revenue
Cost of Revenue | 6 Months Ended |
Jun. 30, 2023 | |
Cost of Goods and Service, Excluding Depreciation, Depletion, and Amortization [Abstract] | |
Cost of Revenue | (7) Cost of Revenue (Excluding Depreciation and Amortization) Cost of Revenue (excluding depreciation and amortization) is comprised of expenses associated with the selling of cryptocurrencies and operating the Comp a The following table presents cost of revenue (excluding depreciation and amortization) by category (in thousands): Three Months Ended Six Months Ended 2023 2022 2023 2022 Cryptocurrency expenses $ 153,193 $ 135,240 $ 280,854 $ 262,579 Floorspace lease expenses 8,749 10,178 17,782 20,367 Kiosk operations expenses 5,300 3,795 9,907 7,536 Total Cost of Revenue (excluding depreciation and amortization reported $ 167,242 $ 149,213 $ 308,543 $ 290,482 The following table presents the components of cryptocurrency expenses (in thousands): Three Months Ended Six Months Ended 2023 2022 2023 2022 Cost of Cryptocurrency (1) - $ 152,783 $ 134,310 $ 279,874 $ 258,763 Cost of Cryptocurrency (1) - — — — 1,958 Cost of Cryptocurrency (1) - 206 7 515 7 Software Processing Fees 54 872 259 1,727 Exchange Fees 2 25 20 58 Mining Fees 144 26 177 66 Software Processing Fee - 4 — 9 — Total cryptocurrency expenses $ 153,193 $ 135,240 $ 280,854 $ 262,579 (1) Cost of Cryptocurrency includes impairment losses recognized on cryptocurrencies net of any gains recognized from sales of Impairment of $2.4 million and $2.1 million were offset by gains from the sale of cryptocurrencies on million and million The Company presents cost of revenue in the consolidated Statements of Income (Loss) and Comprehensive Income (Loss) exclusive of depreciation related to BTM kiosks and amortization of intangible assets related to software applications, tradenames and customer relationships. The following table reconciles amounts excluded from the cost of revenue (excluding depreciation and amortization) caption in the consolidated Statements of Income (Loss) and Comprehensive Income (Loss) included in total depreciation and amortization expense in the consolidated Statements of Income (Loss) and Comprehensive Income (Loss) for the period presented (in thousands): Three Months Ended Six Months Ended 2023 2022 2023 2022 Depreciation of owned BTM kiosks $ 193 $ 734 $ 875 $ 1,464 Depreciation of leased BTM kiosks 2,852 3,687 4,514 7,375 Amortization of intangible assets 378 373 752 746 Total depreciation and amortization excluded from cost of revenue 3,423 4,794 6,141 9,585 Other depreciation and amortization included in operating expenses 76 8 154 17 Total depreciation and amortization $ 3,499 $ 4,802 $ 6,295 $ 9,602 |
Fair Value Measurements
Fair Value Measurements | 6 Months Ended |
Jun. 30, 2023 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | (8) Fair Value Measurements Assets and Liabilities Measured at Fair Value on a Recurring Basis The Company did not have any assets or liabilities measured at fair value on a recurring basis as of December 31, 2022. As part of the PIPE Agreement, the Company recognized the fair value of the embedded derivative as a liability and the amount was immaterial. Contingent Consideration The following table presents the changes in the estimated fair value of the contingent consideration liability measured using significant unobservable inputs (Level 3) (in thousands): Six Months Year ended December 31, Balance, beginning of period $ 1,841 $ 2,879 Change in fair value during the period 142 962 Payment made during the period — (2,000 ) Balance, end of period $ 1,983 $ 1,841 Contingent consideration related to the BitAccess acquisition in July 2021 was measured at the probability-weighted , million million Accrued expenses Assets and Liabilities Measured at Fair Value on a Non-recurring The Company’s non-financial right-of-use right-of-use Assets and Liabilities Not Measured and Recorded at Fair Value The Company considers the carrying value of cash and cash equivalents, accounts receivable, accounts payable and accrued expenses (excluding contingent consideration) in the consolidated financial statements to approximate fair value due to their short maturities. The Company estimates the fair value of its fixed-rated fixed-rated million million |
Non-controlling Interests
Non-controlling Interests | 6 Months Ended |
Jun. 30, 2023 | |
Noncontrolling Interest [Abstract] | |
Non-controlling Interests | (9) Non-controlling Interests Non-controlling Interest - In July 2021, the Company obtained a controlling interest in BitAccess Inc. in a business combination. The un-affiliated non-controlling non-controlling 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 Non-controlling Interest - The Company is the primary beneficiary of BT HoldCo. The majority stockholder of BT HoldCo, BT Assets, holds 41,200,000 common units, voting, noneconomic 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 common stock common stock non-controlling non-controlling 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). When the preference amount is paid, the preferred units are automatically converted to common units. As such, the Company uses the hypothetical liquidation at book value (“HLBV”) method to determine its equity in the earnings of BT HoldCo. Under the HLBV method, a calculation is prepared at each balance sheet date to determine the amount that the Company would receive if BT HoldCo were to liquidate all of its assets (at book value in accordance with U.S. GAAP) on that date and distribute the proceeds to the partners based on the contractually-defined liquidation priorities. The difference between the calculated liquidation distribution amounts at the beginning and end of the period, after adjusting for capital contributions and distributions, is the Company’s income or loss from BT HoldCo for the period. As of June 30, 2023, the non-controlling % and the non-controlling million . BT Assets also holds 15,000,000 earnout |
Cryptocurrencies
Cryptocurrencies | 6 Months Ended |
Jun. 30, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Cryptocurrencies | (10) Cryptocurrencies Cryptocurrencies are accounted for as an indefinite-lived The carrying values of cryptocurrencies were the following at June 30, 2023 and December 31, 2022 (in thousands): Cryptocurrency As of As of BTC $ 810 $ 523 ETH 1 9 LTC — 8 $ 811 $ 540 The following table presents additional information about the adjusted cost basis of cryptocurrencies (in thousands): BTC ETH LTC Total Beginning balance—January 1, 2023 $ 523 $ 9 $ 8 $ 540 Purchase or receipts of cryptocurrency 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 Purchase or receipts of cryptocurrency 153,351 — — 153,351 Cost of cryptocurrencies sold or distributed (150,552 ) — — (150,552 ) Impairment of cryptocurrencies (2,390 ) — — (2,390 ) Balance—June 30, 2023 $ 810 $ 1 $ — $ 811 BTC ETH LTC Total Beginning balance—January 1, 2022 $ 563 $ 5,989 $ 6 $ 6,558 Purchase or receipts of cryptocurrency 128,388 206 847 129,441 Cost of cryptocurrencies sold or distributed (126,275 ) (2,770 ) (836 ) (129,881 ) Impairment of cryptocurrencies (1,861 ) (1,358 ) (7 ) (3,226 ) Balance—March 31, 2022 $ 815 $ 2,067 $ 10 $ 2,892 Purchase or receipts of cryptocurrency 134,378 11 994 135,383 Cost of cryptocurrencies sold or distributed (132,542 ) (2,073 ) (999 ) (135,614 ) Impairment of cryptocurrencies (2,075 ) — — (2,075 ) Balance—June 30, 2022 $ 576 $ 5 $ 5 $ 586 Purchases of cryptocurrencies represent the cash paid by the Company to purchase cryptocurrencies on various exchanges and from liquidity providers and related transaction costs to acquire the cryptocurrencies, as well as any receipts of cryptocurrency sold to the Company by customers to the Company at the BTM kiosks and paid to the Company for software services revenue. Costs of cryptocurrencies sold or distributed represents the cost basis of purchased cryptocurrencies, net of impairment costs recorded through the date of disposition. The Company may be extended short-term credits from various exchanges and liquidity providers to purchase Bitcoin. The trade credits are due and payable in cash within days after they are extended. As of June 30, 2023, and December 31, 2022, the Company had $ |
Goodwill and Intangible Assets,
Goodwill and Intangible Assets, net | 6 Months Ended |
Jun. 30, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets, net | (11) Goodwill and Intangible Assets, net Intangible assets, net were comprised of the following at June 30, 2023 (in thousands, except for weighted average period): Estimated Cost Basis Accumulated Net Remaining Weighted-Average Period Tradenames 5 years $ 1,233 $ (484 ) $ 749 3.03 Customer relationships 5 years 2,574 (1,012 ) 1,562 3.03 Software applications 5 years 3,771 (1,482 ) 2,289 3.03 $ 7,578 $ (2,978 ) $ 4,600 Intangible assets, net were comprised of the following at December 31, 2022 (in thousands , Estimated life Cost Basis Accumulated Amortization Net Remaining Weighted-Average Period Tradenames 5 years $ 1,233 $ (363 ) $ 870 3.53 Customer relationships 5 years 2,574 (756 ) 1,818 3.53 Software applications 5 years 3,771 (1,108 ) 2,663 3.53 $ 7,578 $ (2,227 ) $ 5,351 Amortization expense related to the intangibles with estimated lives of five years totaled for the six months ended June 30, 2023 and 2022, respectively. Amortization expense for the three months ended June 30, 2023 and 2022 totaled Estimated future amortization expense as of June 30, 2023 approximately as follows (in thousands) : Amount 2023 (for the remainder of) $ 764 2024 1,516 2025 1,516 2026 804 Total $ 4,600 There was no change in the amount of goodwill from December 31, 2022 to June 30, 2023. |
Note Payable
Note Payable | 6 Months Ended |
Jun. 30, 2023 | |
Debt Disclosure [Abstract] | |
Note Payable | (12) Note Payable On December 21, 2020, the Company entered into a $25.0 million n n million n 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 negotiation of repayment schedule. In addition, the fixed interest rate in the note was modified to increase the rate from August 15 catch-up for On June 23, 2023, the Company amended and restated its credit agreement with its existing amended and restated credit agreement refinanced million of the note an note Additionally, the Company is required to pay an exit fee of $1.8 million upon maturity or prepayment. The Company recorded a long-term liability which is included within note payable, non-current on the consolidated Balance Sheet. The note is collateralized by substantially all of the assets of the Company and is guaranteed by BT Assets, Inc., 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 note, which require the Company to maintain certain cash balances, a minimum consolidated cash interest coverage ratio, and a maximum consolidated total leverage ratio, in addition to customary administrative covenants. The Company accounted for the amended and restated credit agreement as a debt modification in accordance with ASC 470, Debt In connection with the amended and restated credit agreement, 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 $ million. The Company deferred approximately $ 2.4 million of costs paid to the lender associated with refinancing of the note, which was reflected as a reduction of the note proceeds. Note payable consisted of the following as of June 30, 2023 and December 31, 2022 (in thousands): June 30, 2023 December 31, 2022 Note payable $ 20,750 $ 39,419 Plus: exit fee due upon payment of note 1,764 — Less: unamortized deferred financing costs (4,502 ) (1,847 ) Total Note payable 18,012 37,572 Less: current portion of note payable (1,868 ) (8,050 ) Note payable, non-current $ (16,144 ) $ 29,522 At June 30, 2023, aggregate future principal payments are , excludes Exit Fee of $1.7 million due at any point the loan is prepaid or at maturity, Amount 2023 (for the remainder of) $ 830 2024 2,282 2025 3,320 2026 14,318 Total $ 20,750 |
Warrants
Warrants | 6 Months Ended |
Jun. 30, 2023 | |
Warrants and Rights Note Disclosure [Abstract] | |
Warrants | (13) Warrants The following table summarizes the warrants outstanding as of June 30, 2023: Class of Warrants Number Public warrants 31,625,000 Private placement warrants 12,223,750 Total Warrants outstanding 43,848,750 Warrants There are 43,848,750 warrants outstanding of which 31,625,000 (“Public Warrants”) were issued by GSRM at the time of its IPO and 12,223,750 (“Private Warrants” and together the “Warrants”) were issued by GSRM to GSR II Meteora Sponsor LLC (“Sponsor”). As a result of the Merger, these Warrants became Bitcoin Depot Warrants. Each whole Warrant entitles the registered holder to purchase one share of Class A common stock common stock common stock per share 30-trading non-affiliate. Except as described in this section, 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 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 |
Earnouts
Earnouts | 6 Months Ended |
Jun. 30, 2023 | |
EarnOut Shares [Abstract] | |
Earnouts | (14) 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, E-3, In addition to the Sponsor Earnout Shares described above, BT HoldCo also issued earnouts (“BT OpCo Earnout Units”), of which were were issued to BT Assets, Inc. The BT OpCo 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 OpCo Earnout Units held by the Company mirror the Sponsor Earnout Shares arrangement as it is intended to maintain the umbrella partnership C corporation structure of the consolidated reporting group (i.e., for every Class A common stock share non-controlling The Earnout Shares (both Sponsor Earnout Shares and BT Opco Earnout Units) vest as follows: First Earnout Period (seven years from date of Merger): (a) One- t (1/3 rd ) of the Earnout Shares (Class E-1 common stock lass A common stock per share (Class A common stock per share for any trading days within any consecutive 20 trading day period that occurs after the Closing Date ; (b) One- t (1/3 rd ) of the Earnout Shares (Class E-2 common stock common stock per share for any trading days within any consecutive trading day period. Second Earnout Period (ten years from date of Merger): (a) Remaining Earnout Shares (representing one-third ( rd )) E-3 common stock if the closing share price of Bitcoin Depot’s Class A common stock equals or exceeds $ per share for any trading days within any consecutive 20 trading day period that occurs after the Closing Date. |
Common Stock, Preferred Stock a
Common Stock, Preferred Stock and Stockholders' Equity | 6 Months Ended |
Jun. 30, 2023 | |
Stockholders' Equity Note [Abstract] | |
Common Stock, Preferred Stock and Stockholders' Equity | (15) Common Stock, Preferred Stock and Stockholders’ Equity Common Stock 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 Class A common stock: • Authorized: 800,000,000, with a par value of $0.0001 per share • Issued and Outstanding: 12,358,691 as of June 30, 2023 Class B common stock: • Authorized: 20,000,000, with a par value of $0.0001 per share • Issued and Outstanding: Nil as of June 30, 2023 Class M common stock: • Authorized: 300,000,000, with a par value of $0.0001 per share • Issued and Outstanding: Nil as of June 30, 2023 Class O common stock: • Authorized: 800,000,000, with a par value of $0.0001 per share • Issued and Outstanding: Nil as of June 30, 2023 Class V common stock: • Authorized: 300,000,000, with a par value of $0.0001 per share • Issued and Outstanding: 44,100,000 as of June 30, 2023 Class E common stock: • Authorized: 2,250,000, with a par value of $0.0001 per share • Issued and Outstanding: 1,075,761 Series A Preferred Stock: • Authorized: 50,000,000, with a par value of $0.0001 per share • Issued and Outstanding: 4,300,000 as of June 30, 2023 The rights of the holders of Class A common stock, Class B common stock, Class M common stock, and Class O common stock are identical, except with respect to voting and conversion. Class V common stock are voting, noneconomic shares and exchangeable, along with common units of BT HoldCo, into Class A common stock. Shares of Class M 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 % of the voting power represented by the shares in Class V common stock. Shares of Class E common stock are convertible into an equivalent number of shares (one-for-one) of Class A common stock 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 (See Note 14). Holders of Class A common stock, Class B common stock and Class O common stock are entitled to one vote per share. Holders of Class M common stock and Class V common stock are entitled to ten votes per share. Any dividends paid to the holders of Class A common stock and 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 A common stock and Class M common stock. Refer to Note 14 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 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. 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 anytime 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. |
Income Taxes
Income Taxes | 6 Months Ended |
Jun. 30, 2023 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | (16) Income Taxes Following the closing of the transaction The effective tax rate for the three and six months ended June 30, 2023, is % and %, respectively, and % and % for the three and six months ended June 30, 2022, respectively. During the three and six months ended June 30, 2023 the Company recognized income tax expense/(benefit) of ($ ) million and ($ ) million, respectively, on its share of pre-tax book income, of which ($0.3) million and ($0.9) million was attributed to non-controlling million and $ million on its share of pre-tax book income, of which $0 and $0 was attributed to non-controlling BitAccess Inc . corporations federal income taxes for these entities. BitAccess Inc., and Express Vending, Inc., recorded income tax benefits of , which was allocated to non-controlling . The effective tax rate differs from the statutory U.S. federal rate of 21% 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, valuation allowance adjustments and book-tax adjustments relating to share based compensation. As of June 30, 2023, management determined based on applicable accounting standards and the weight of all available evidence, it was not more likely than not 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 June 30, 2023. In the event that management subsequently determines that it is more likely than not that the Company will realize its deferred tax assets in the future, 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 $0.2 million due to state tax filings. The Company plans to settle open filings during 2023. 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 of the tax savings, if any, that PubCo 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 $ million. 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 The Company has recognized a Tax Receivable Agreement liability of $0.8 million on the Consolidated Balance Sheets as of June 30, 2023. Changes in this liability will be recognized in future periods through the income tax (expense) benefit caption on the Consolidated Statements of Income (Loss) (Loss) |
Share-Based Compensation
Share-Based Compensation | 6 Months Ended |
Jun. 30, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Share-Based Compensation | (17) Share-Based The Incentive Plan under which the board is currently authorized to grant awards of incentive stock options, nonstatutory stock options, restricted stock units or restricted stock up to 6,029,445 shares of Class A common stock to eligible recipients, as defined in the Incentive Plan. As of June 30, 2023, 500,000 shares were issued to the Chief Executive Officer of the Company. These shares were considered fully vested and exercised at June 30, 2023 with a fair value price of $3.23 per share. The Company recognized compensation expense of $1.6 million, for the three and six months ended June 30, 2023, respectively, which is included within selling, general and administrative expenses in the consolidated Statement of Income (Loss) and Comprehensive Income (Loss). 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 (“RSU”) are permitted to be made to employees and shareholders of BitAccess. As of June 30, 2023, all awards under the BitAccess Plan had been issued. The options under the BitA c two-year one-year A summary of the BitAccess Plan’s stock option activity and related information is as follows: Amount or Weighted-average Weighted-average Weighted-average grant-date Outstanding at January 1, 2023 106,938 $ 0.59 8.73 $ 4.26 Granted 39,600 2.86 9.76 3.05 Exercised (68,058 ) — — 4.44 Forfeited — — — — Outstanding at June 30, 2023 78,480 $ 2.86 9.21 $ 3.09 Vested at June 30, 2023 4,167 $ 2.86 — $ 3.07 Amount or Weighted-average Weighted-average Weighted-average grant-date Outstanding at January 1, 2022 308,253 $ — 9.55 $ 4.44 Granted 84,380 2.86 9.34 3.10 Exercised (240,195 ) — — 4.44 Forfeited (45,500 ) (2.86 ) — (3.10 ) Outstanding at December 31, 2022 106,938 $ 0.59 8.73 $ 4.26 Vested at December 31, 2022 1,719 $ 2.86 — $ 3.02 The RSUs under the BitAccess Plan generally vest over a two-year one-year Restricted Stock Units Outstanding at January 1, 2023 81,142 Exercised (55,501 ) Outstanding at June 30, 2023 25,641 Outstanding at January 1, 2022 237,600 Exercised (156,458 ) Outstanding at December 31, 2022 81,142 The Company recognized compensation expense of $0.4 million and $0.6 million during the six months ended June 30, 2023 and 2022, respectively, related to the BitAc c c Phantom Equity Participation Plan The Company had a Phantom Equity Participation Plan dated July 25, 2021 (the “Phantom Plan”) for certain employees. The Phantom Plan awards eligible participants performance units entitling the holder to receive cash payments contingent upon certain qualifying events. The performance units vest according to the terms approved in the Phantom Plan, contingent upon the employee remaining continuously in service with the Company through the date of the qualifying event. Total units available to be issued under the plan were 15,000, and total units issued were 1,200 as of June 30, 2023. As result of the Merger, the qualifying events was triggered and the Company recorded a liability of $0.4 million as of June 30, 2023 and terminated the Phantom Plan. The remaining 50% will be paid in the form of share based compensation. |
Net Income (loss) per Share
Net Income (loss) per Share | 6 Months Ended |
Jun. 30, 2023 | |
Earnings Per Share [Abstract] | |
Net Income (loss) per Share | (18) Net Income (loss) per Share The Series A Preferred Stock have similar economic rights to the Class A common stock and management considers them to be in substance common shares for earnings per share (“EPS”) purposes. As a result, the weighted average Series A Preferred Stock outstanding during the period was included in the calculation of weighted average common stock outstanding. No other classes of shares with economic rights were outstanding during the period, and therefore, EPS was not presented for such classes. The Public and Private Warrants along with the BitAccess options were considered in diluted EPS under the treasury stock method, if dilutive. The Class E common stock represents earnout arrangement 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 net loss of $1.6 million at BT HoldCo subsequent to the Merger has been attributed entirely to Bitcoin Depot Inc. within the Consolidated Statements of Income (Loss) and Comprehensive Income (Loss) and for purposes of the net income per share calculation because such amounts pertain to compensation expense that do not affect the net assets of BT HoldCo available for liquidation and therefore are not further attributed to the non-controlling Management determined that EPS was not presented for periods prior to the Merger as it was not considered to be meaningful. The computation of loss per share and weighted average of the Company’s common stock outstanding for the period from the date of transaction close through June 30, 2023 is as follows: Three and Six June 30, 2023 Numerator: Net income (loss) attributable to Bitcoin Depot Inc. Class A common stock - Basic and Diluted $ (10,699) Denominator: Weighted average common stock outstanding - basic and diluted 16,658,691 Net loss per share - Bitcoin Depot $ (0.64) 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 - 43,848,750 PubCo Class E Common Stock - Earnouts Units 1,075,761 BT OpCo Founder Convertible Preferred Units(1) 2,900,000 BT OpCo Exchangeable Non-Controlling Interest(1) 41,200,000 BT OpCo Earnouts Units 15,000,000 BitAccess Stock Options 104,121 (1) Held at BT Assets and exchangeable into Class A common stock of the Company or cash. |
Defined Contribution Plan
Defined Contribution Plan | 6 Months Ended |
Jun. 30, 2023 | |
Defined Contribution Plan [Abstract] | |
Defined Contribution Plan | (19) Defined Contribution Plan The Company sponsors a defined contribution plan under Section 401(k) of the Internal Revenue Code. Employees who are over the age of 21 years are eligible to participate in the plan. Eligible employees may elect to defer a percentage of eligible compensation, which is subject to an annual limit of the lesser of 90% of eligible compensation or the maximum limit set by the IRS. The Company matches employee contributions up to a maximum of 50% of the participant’s compensation deferral, limited to 6% of the employee’s compensation. For the three and million to the plan. These expenses are included in selling, general and administrative expenses in the consolidated Statements of Income (Loss) and Comprehensive Income (Loss). |
Significant Vendor
Significant Vendor | 6 Months Ended |
Jun. 30, 2023 | |
Disclosure Of Significant Vendor [Abstract] | |
Significant Vendor | (20) Significant Vendor For the three and six months ended June 30, 2022, the Company had a significant vendor from which they purchased substantially all of their BTM kiosks, and from which the Company licensed software which was embedded in the kiosks to facilitate cryptocurrency transactions. As the Company migrated substantially all of its legacy BTM kiosks from this third-party vendor to its BitAccess software platform during 2022, the Company no longer considers this a significant vendor as of December 31, 2022. For the three and six months ended June 30, 2022, the Company purchased software services from this significant vendor of $0.8 million and $1.6 million, respectively, which are included in cost of revenue (excluding depreciation and amortization) |
Leases
Leases | 6 Months Ended |
Jun. 30, 2023 | |
Lessee Disclosure [Abstract] | |
Leases | (21) Leases The Company adopted Topic 842 effective January 1, 2022 using the modified retrospective transition approach. The Company has elected to adopt practical expedients which permits it to not reassess its prior conclusions about lease identification, lease classification and initial direct cost under the new standard. The Company elected not to recognize ROU assets and lease liabilities for leases with terms of 12 months or less at lease commencement and do not include an option to purchase the underlying asset that the Company is reasonably certain to exercise. The Company determines if an arrangement is a lease, or contains a lease, at inception of a contract and when the terms of an existing contract are changed. The Company recognizes a lease liability and an ROU asset at the commencement date of each lease. For operating and finance leases, the lease liability is initially measures at the present value of the unpaid lease payments at the lease commencement date. The lease liability is subsequently measured at amortized cost using the effective-interest short-term straight-line On adoption, the Company recognized operating lease liabilities of $0.6 million right-of-use million million Floorspace leases The Company has obligations as a lessee for floorspace. These leases meet the short-term short-term straight-line Office space leases The Company has obligations as a lessee for office space under a noncancellable lease arrangement that expires in May 2025, with options to renew up to five years. Payments due under the lease contracts include mainly fixed payments. The lease for the office space is classified as 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. During the year end December 31, 2022, the Company amended an existing lease agreement with a lessor through various amendments. Under these amendments, the Company extended the lease term and revised the purchase option to include a purchase requirement at the end of the lease term. Under the payment schedule, the Company will pay $1.9 million of the purchase price over 24 months beginning in January 2023 and will pay the remaining $7.0 million under the following payment schedule: (a) $ paid in April 2023; (b) $2.5 million paid in July 2023; (c) $1.3 million payable in in and On March 31, 2023, the Company terminated an existing lease arrangement with a lessor and simultaneously entered into a new lease arrangement with a new lessor for 689 BTMs. Under this agreement, the new lessor agreed to purchase the BTM’s from the original lessor. Upon the termination of the original agreement, the Company removed the remaining right-of-use 0.5 million recorded in other (expense) income in the consolidated Statement of Income (Loss) and Comprehensive Income (Loss). The new lease commenced on March 31, 2023 and has a three year three year million at the end of the term. Due to the bargain purchase option, the Company classified the new lease as a finance lease. The Company recognized a finance lease liability of $ right-of-use On June 30, 2023, the Company terminated an existing lease arrangement with a lessor and simultaneously entered into a new lease arrangement with a new lessor for 911 BTMs. Under this agreement, the new lessor agreed to purchase the BTM’s from the original lessor. Upon the termination of the original agreement, the Company removed the remaining right-of-use million million million recorded in Other (Expense) Income in the consolidated Statement of Income (Loss) and Comprehensive Income (Loss). The new lease commenced on June 30, 2023 and has a three year noncancellable period. Total fixed payments due on an undiscounted basis over the three year noncancellable period of the lease are $ right-of-use The components of the lease expense are as follows (in thousands): Three Months Ended Six Months Ended 2023 2022 2023 2022 Finance lease expense: Amortization of right-of-use-assets $ 2,852 $ 3,687 $ 4,514 $ 7,375 Interest on lease liabilities 1,565 1,256 2,672 2,671 Total finance lease expense 4,417 4,943 7,186 10,046 Operating lease expense 57 56 109 115 Short-term 8,749 10,178 17,782 20,367 Total lease expense $ 13,223 $ 15,177 $ 25,077 $ 30,528 Three Months Ended Six Months Ended 2023 2022 2023 2022 Other information: Operating cash flows used for finance leases $ (1,565 ) $ (1,256 ) $ (2,672 ) $ (2,670 ) Operating cash flows used for operating leases $ (57 ) $ (55 ) $ (114 ) $ (110 ) Financing cash flows used for finance leases $ (3,547 ) $ (4,273 ) $ (6,701 ) $ (8,376 ) Six Months Ended 2023 2022 Weighted-average - 1.88 2.07 Weighted-average - 1.92 2.92 Weighted-average - 17.6 % 18.4 % Weighted-average - 15.0 % 15.0 % Maturities of the lease liability under the noncancellable operating lease as of June 30, 2023 are as follows (in thousands): Operating Leases 2023 (for the remainder of) $ 114 2024 235 2025 101 Total undiscounted lease payments 450 Less: imputed interest (56 ) Total operating lease liability 394 Less: operating lease liabilities, current (232 ) Operating lease liabilities, net of current portion $ 162 Maturities of the lease liability under the noncancellable finance leases as of June 30, 2023 are as follows (in thousands): Finance Leases 2023 (for the remainder of) $ 9,199 2024 7,973 2025 1,848 2026 726 Total undiscounted lease payments 19,746 Less: imputed interest (2,584 ) Total finance lease liability 17,162 Less: current installments of obligations under finance leases (13,125 ) Obligations under finance leases, excluding current installments $ 4,037 |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | (22) 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 as the defendant. 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 $22.3 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. Apart from the initial exchange of pleadings, as of August 15 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 $22.3 million, the amount of damages that Canaccord is seeking in the lawsuit. The additional costs mentioned in the claim are not able to be estimated at this time. Financial and tax regulations Legislation or guidance may be issued by U.S. and non-U.S. |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2023 | |
Subsequent Events [Abstract] | |
Subsequent Events | (23) Subsequent Events On July 13, 2023, the Company On July 17, 2023 and August 4, 2023, the Company , shares common stock shares common stock p common stock |
Basis of Presentation Summary_2
Basis of Presentation Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2023 | |
Property, Plant and Equipment [Line Items] | |
Basis of Presentation | (a) Basis of Presentation Reverse Recapitalization GSR II Meteora Acquisition Corp. (“GSRM”) was a blank check company incorporated as a Delaware corporation on October 14, 2021, for the purpose of effecting a merger or similar business combination with one or more businesses. On March 1, 2022, GSRM consummated its Initial Public Offering (“IPO”). On August 24, 2022, GSRM entered into a Transaction Agreement, as subsequently amended (the “Transaction Agreement”), by and among GSRM, GSR II Meteora Sponsor LLC (the “Sponsor”), Lux Vending, LLC (dba Bitcoin Depot) (“Legacy Bitcoin Depot”) and BT Assets, Inc. (“BT Assets”) (the “Merger”). Prior to the events contemplated in the TA, BT Assets was the sole owner and member in Legacy Bitcoin Depot. 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 On the Closing Date, the Company also issued 4,300,000 shares of Series A Convertible Preferred Stock of the Company (the “Series A Preferred Stock”) in connection with the private placement (“PIPE Financing 12,358,691 shares of Class A common stock Notwithstanding the legal form of the Merger pursuant to the Transaction Agreement, the Merger is accounted for as a reverse recapitalization. The Merger will be accounted for as a common control transaction and reverse recapitalization in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”), as BT Assets controls BT OpCo both before and after the transactions. Legacy Bitcoin Depot is determined to be the predecessor and represents a continuation of BT OpCo’s balance sheet and consolidated statement of Income (Loss) and Comprehensive Income (Loss), reflective of the recapitalization of the Merger. As a result of the reverse capitalization accounting, the 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 warrants to purchase the Class A common stock are listed on 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. 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 Lux Vending, LLC (dba Bitcoin Depot) as of December 31, 2022 and December 31, 2021 included in GSRM’s definitive proxy statement filed with the SEC on June 20, 2023. 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. In connection with the Merger, the Company became the sole managing member of BT HoldCo, which holds all of the Company’s operating subsidiaries, and has the sole authority to make the key operating decisions on behalf of BT HoldCo. As such, the Company determined that BT HoldCo is a VIE and the Company is the primary beneficiary. Accordingly, these consolidated financial statements include the assets, liabilities and results of operations of BT HoldCo. The consolidated financial statements of the Company include the accounts of Bitcoin Depot Inc. and its controlled subsidiaries: BT HoldCo, Bitcoin Depot Operating, LLC, Mintz Assets, Inc., Express Vending, Inc., Intuitive Software, LLC, Digital Gold Ventures, Inc. (“Digital Gold”), and BitAccess Inc. BT HoldCo is a holding company with ownership of Bitcoin Depot Operating, LLC. Bitcoin Depot Operating, LLC is a holding company with ownership of Mintz Assets, Inc. and Intuitive Software, LLC. Mintz Assets, Inc. is a holding company that holds the ownership of Express Vending, Inc. Express Vending, Inc. is a Canadian corporation whose business activities include owning and operating a network of BTM kiosks in Canada. Intuitive Software, LLC is a holding company that holds an 82.14% equity interest (through its ownership of Digital Gold) in BitAccess Inc., a Canadian corporation. The non-controlling |
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 right-of-use |
Concentration of Credit Risk Arising from Cash Deposits in Excess of Insured Limits | (c) Concentration of Credit Risk Arising from Cash Deposits in Excess of Insured Limits The Company maintains cash in established U.S. and Canadian financial institutions that often will exceed federally insured limits. The Company has not experienced any losses in such accounts that are maintained at the financial institutions. The Company maintains cash balances in its BTMs and in fiat wallets with cryptocurrency exchanges to facilitate the purchase and sale of cryptocurrencies. The cash balances in the BTMs are insured up to a specified limit. From time to time, the Company’s cash balance in the BTMs exceeds such limits. The Company had cash of $12.6 million and $16.0 million in BTMs at June 30, 2023 and December 31, 2022, respectively. Cash maintained in fiat wallets with cryptocurrency exchanges is not insured. The Company had $0.6 million and $2.5 million in cash with cryptocurrency exchanges as of June 30, 2023 and December 31, 2022, respectively. A significant customer concentration is defined as one from whom at least 10% of annual revenue is derived. The Company had no significant customer concentration for the three and six months ended June 30, 2023 and 2022. |
Cash and Cash Equivalents | (d) Cash and Cash Equivalents Cash includes cash maintained at various financial institutions, cryptocurrency exchanges, and in BTMs owned and leased by the Company. Cash equivalents represents cash in transit picked up by armored truck companies from the Company’s BTM machines but not yet deposited in the Company’s bank accounts. As of June 30, 2023 and December 31, 2022, the Company had cash in transit of $5.7 million million |
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 The Company accounts for cryptocurrencies as indefinite-lived Intangibles - third-party, 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 Impairment Because the Company’s cryptocurrencies are accounted for as indefinite-lived 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. As of June 30, 2023, the Company only sells its cryptocurrencies to its customers from its BTM Kiosks and BDCheckout locations in exchange for cash, for a prescribed transaction fee applied to the current market price of the cryptocurrency at the time of the transaction, plus a predetermined markup. When the cryptocurrency is sold to customers, the Company relieves the adjusted cost basis of its cryptocurrency, net of impairments, on a first-in, first-out During the year ended December 31, 2021, the Company purchased quantities of cryptocurrencies in excess of expected sales and began selling these cryptocurrencies to customers, on exchange or distributing to the Member during the three and six months ended June 30, 2022. Upon disposition, the Company relieved the adjusted cost basis (net of impairments) of the cryptocurrencies with any gains recorded to cost of revenue (excluding depreciation and amortization). The related cash flows from purchases and sales of cryptocurrencies are presented as cash flows from operating activities on the consolidated Statements of Cash Flows. See Notes 2(i) and 2(j) to the consolidated financial statements for further information regarding the Company’s revenue recognition and cost of revenue related to the Company’s cryptocurrencies. |
Property and Equipment | (f) Property and Equipment Property and equipment are stated at cost, less accumulated depreciation. Finance leases are stated at the present value of the future minimum lease payments, less accumulated depreciation. Expenditures for maintenance and repairs are expensed as incurred. The cost of assets sold, retired, or otherwise disposed of, and the related accumulated depreciation are eliminated from their respective accounts and any resulting gain or loss is recognized in the consolidated Statements of Income (Loss) and Comprehensive Income (Loss) upon disposition. Depreciation of property and equipment is determined using the straight-line Furniture and fixtures 7 years Leasehold improvements Lesser of estimated useful life or life of the lease Kiosk machines - 5 years Kiosk machines - 2-5 Vehicles 5 years Depreciation expense for the six months ended June 30, 2023 and 2022 totaled $5.5 million, and $8.8 million, respectively. Depreciation expense for the three months ended June 30, 2023 and 2022 totaled $3.1 million and $4.4 million, respectively. |
Impairment of Long-Lived Assets | (g) Impairment of Long-Lived Long-lived long-lived |
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 Intangible assets, net consist of tradenames, customer relationships, and software applications. Intangible assets with finite lives are amortized over their estimated lives and evaluated for impairment when an event or change in circumstances occurs that warrants such a review. Management periodically evaluates whether changes to estimated useful lives of intangible assets are necessary to ensure its estimates accurately reflect the economic use of the related intangible assets. |
Revenue Recognition | (i) Revenue Recognition BTM Kiosks, BDCheckout and OTC Revenue is principally derived from the sale of cryptocurrencies at the point-of-sale customer-initiated point-of-sale real-time The Company’s revenue from contracts with customers is principally comprised of a single performance obligation to provide cryptocurrencies when customers buy cryptocurrencies at a BTM kiosk, through BDCheckout or directly via an OTC trade. BDCheckout sales are similar to sales from BTM kiosks in that, customers buy cryptocurrencies with cash; however, the BDCheckout transactions are completed at the checkout counter of retail locations, initiated using the Bitcoin Depot mobile app instead of through the BTM kiosks. OTC sales are initiated and completed through the Company’s website. Regardless of the method by which the customer purchases the cryptocurrency, the Company considers its performance obligation satisfied when control of the cryptocurrency is transferred to the customer, which is at the point in time the cryptocurrency is transferred to the customer’s cryptocurrency wallet and the transaction validated on the blockchain. The typical process time for our transactions with customers is 30 minutes or less. Through December 31, 2022, for reasons of operational practicality, the Company applied an accounting convention at period-ends to use the date of the transaction, which corresponded to the timing of the cash received, for purposes of recognizing revenue. This accounting convention did not result in materially different revenue recognition from using the time the cryptocurrency had transferred to the customer’s wallet and the transaction validated on the blockchain (see Note 6). In a limited number of BTM kiosks, the Company has the technology to allow customers the ability to sell their cryptocurrencies to the Company. In these limited cases, the Company receives the customer’s cryptocurrencies in the Company’s hot wallet, and the kiosk dispenses U.S. Dollar (“USD”) to the selling customer. Because all orders are processed within a very short time frame (typically within minutes), no orders are pending when the customer receives cash upon completion of the transaction at the kiosk. Revenue is recognized at the time when the cash is dispensed to the customer. The cryptocurrencies received are initially accounted for at cost and reflected in Cryptocurrencies on the consolidated Balance Sheets, net of impairments. 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 control 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. Software Services The Company, through its subsidiary BitAccess, generates revenue from contracts with third-party cash-to-cryptocurrency stand-ready BitAccess also generates revenue by selling kiosk hardware to BTM operators in exchange for cash. Hardware revenue is recognized at a point-in-time The Company has considered whether its contracts with BitAccess customers for software services are themselves derivative contracts or contain an embedded derivative in accordance with ASC 815 - Derivatives and Hedging de minimis |
Cost of Revenue (excluding depreciation and amortization) | (j) Cost of Revenue (excluding depreciation and amortization) The Company’s cost of revenue consists primarily of direct costs related to selling cryptocurrencies and operating the Company’s network of BTM kiosks. The cost of revenue (excluding depreciation and amortization) caption includes cryptocurrency expenses, floorspace expenses, and kiosk operations expenses. Cryptocurrency expenses Cryptocurrency expenses include the cost of cryptocurrencies, fees paid to obtain cryptocurrencies, impairment of cryptocurrencies, gains on sales of cryptocurrencies on exchange, fees paid to operate the software on the BTM kiosks, and fees paid to transfer cryptocurrencies to customers. Floorspace lease expenses Floorspace lease expenses include lease expense for short-term, Kiosk Operations expenses Kiosk operations expenses include the cost of kiosk repair and maintenance and the cost of armored trucks to collect and transport cash deposited into the BTM kiosks. The Company presents cost of revenue in the consolidated Statements of Income (Loss) and Comprehensive Income (Loss) exclusive of depreciation related to BTM kiosks and amortization of intangible assets related to software applications, tradenames and customer relationships. |
Advertising | (k) Advertising The Company expenses advertising costs as incurred. Advertising expenses were $2.6 million million million million selling, |
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’ and Member’s equity, identified as accumulated other comprehensive loss. As a result of the continued integration of BitAccess (the Company’s controlled Canadian subsidiary) during 2022, the Company determined that the functional currency was the USD. Accordingly, assets and liabilities are remeasured into USD at the exchange rates in effect at the reporting date with differences recorded as transactions gains and losses within other income (expense), net within the Consolidated Statement of Income (Loss) and Comprehensive Income (Loss). |
Income Taxes | (m) Income Taxes Bitcoin Depot 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 the BT HoldCo’s federal tax return as a division of the partnership. As such, there were 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 taxed as Canadian corporations. For the three and six months ended June 30, 2023 and 2022, there was no activity for Mintz Assets, Inc., Intuitive Software, LLC and Digital Gold. As such, there were no federal income taxes for these entities. Deferred taxes are recognized for future tax consequences attributable to differences between the consolidated financial statement carrying amounts of existing assets and liabilities and their respective tax basis and net operating loss carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect of any tax rate change on deferred taxes is recognized in the period that includes the enactment date of the tax rate change. Realization of deferred tax assets is assessed on an annual basis and, unless a deferred tax asset is more likely than not to be utilized, a valuation allowance is recorded to write down the deferred tax assets to their net realizable value. In assessing the realizability of deferred income tax assets, management considers whether it is more-likely-than-not |
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 • 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 The Company maintained an equity award plan under which the officers and employees of BitAccess were awarded various types of share-based On June 30, 2023, the Company approved the Bitcoin Depot Inc. 2023 Omnibus Incentive Plan (the “Incentive Plan”) under which officers and employees may be awarded various types of share-based For stock options, share-based Black-Scholes risk-free risk-free For restricted stock units, the share-based The Company recognizes share-based straight-line |
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. |
Litigation | (r) Litigation The Company assesses legal contingencies in accordance with ASC 450 - Contingencies |
Earnouts | (s) Earnouts At the closing of the Merger, the Sponsor wa earnout Shares E c s In current form, the Sponsor Earnout Shares are represented by the Company’s Class E-1, E-2, and E-3 c s Sponsor Class E-1 c s Class E-2 Class E-3 s per share per share tr d 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 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 9. |
Warrants | (t) Warrants In connection with the Merger, the Company assumed a total of , consisting of 31,625,000 Public Warrants and 12,223,750 Private Placement Warrants 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 |
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 weighted-average |
Basis of Presentation Summary_3
Basis of Presentation Summary of Significant Accounting Policies (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Accounting Policies [Abstract] | |
Schedule Of Depreciation Of Property Plant And Equipment | Depreciation of property and equipment is determined using the straight-line Furniture and fixtures 7 years Leasehold improvements Lesser of estimated useful life or life of the lease Kiosk machines - 5 years Kiosk machines - 2-5 Vehicles 5 years |
Merger (Tables)
Merger (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Merger [Abstract] | |
Schedule Of transaction funding, sources and uses of cash, and merger related earn-outs and warrants (Detail) | The following summarizes the elements of the Merger to the consolidated Statement of Cash flows, including the transaction funding, sources and uses of cash (in thousands): Recapitalization Cash - $ 332,102 Less: GSRM transactions cost paid from Trust(1) (25,958 ) Less: Purchase of BT HoldCo common units from BT Assets (10,066 ) Less: Redemptions of existing shareholders of GSRM (292,735 ) Net proceeds from SPAC shareholders 3,343 Assumed net liabilities from GSRM, excluding net cash proceeds (6,847 ) Net Impact of the Merger on the Statement of Changes in Stockholders’ Equity $ (3,504 ) (1) Includes the following: Transaction costs paid from SPAC trust account million of non-redemption payments, million of other transaction-related expenses and million of franchise and income taxes , |
Revenue (Tables)
Revenue (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Disaggregation of Revenue [Abstract] | |
Summary of revenue disaggregated by revenue stream | Revenue disaggregated by revenue stream is as follows (in thousands): Three Months Ended Six Months Ended 2023 2022 2023 2022 BTM Kiosks $ 196,916 $ 166,444 $ 359,942 $ 317,625 BDCheckout 241 8 601 8 OTC — — — 2,080 Company Website 89 41 168 71 Software Services 150 1,248 288 2,258 Hardware Revenue 78 126 78 349 Total Revenue $ 197,474 $ 167,867 $ 361,077 $ 322,391 The net impact to revenue arising from cryptocurrency transactions where control did not transfer to the customer would be million million for the three and six months ended June 30, 2023 and 2022, respectively. |
Cost of Revenue (Tables)
Cost of Revenue (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Cost of Goods and Service, Excluding Depreciation, Depletion, and Amortization [Abstract] | |
Summary of cost of revenue (excluding depreciation and amortization) | The following table presents cost of revenue (excluding depreciation and amortization) by category (in thousands): Three Months Ended Six Months Ended 2023 2022 2023 2022 Cryptocurrency expenses $ 153,193 $ 135,240 $ 280,854 $ 262,579 Floorspace lease expenses 8,749 10,178 17,782 20,367 Kiosk operations expenses 5,300 3,795 9,907 7,536 Total Cost of Revenue (excluding depreciation and amortization reported $ 167,242 $ 149,213 $ 308,543 $ 290,482 |
Summary of components of cryptocurrency expenses | The following table presents the components of cryptocurrency expenses (in thousands): Three Months Ended Six Months Ended 2023 2022 2023 2022 Cost of Cryptocurrency (1) - $ 152,783 $ 134,310 $ 279,874 $ 258,763 Cost of Cryptocurrency (1) - — — — 1,958 Cost of Cryptocurrency (1) - 206 7 515 7 Software Processing Fees 54 872 259 1,727 Exchange Fees 2 25 20 58 Mining Fees 144 26 177 66 Software Processing Fee - 4 — 9 — Total cryptocurrency expenses $ 153,193 $ 135,240 $ 280,854 $ 262,579 (1) Cost of Cryptocurrency includes impairment losses recognized on cryptocurrencies net of any gains recognized from sales of Impairment of $2.4 million and $2.1 million were offset by gains from the sale of cryptocurrencies on million and million |
Summary of reconciles amounts excluded from the cost of revenue | The following table reconciles amounts excluded from the cost of revenue (excluding depreciation and amortization) caption in the consolidated Statements of Income (Loss) and Comprehensive Income (Loss) included in total depreciation and amortization expense in the consolidated Statements of Income (Loss) and Comprehensive Income (Loss) for the period presented (in thousands): Three Months Ended Six Months Ended 2023 2022 2023 2022 Depreciation of owned BTM kiosks $ 193 $ 734 $ 875 $ 1,464 Depreciation of leased BTM kiosks 2,852 3,687 4,514 7,375 Amortization of intangible assets 378 373 752 746 Total depreciation and amortization excluded from cost of revenue 3,423 4,794 6,141 9,585 Other depreciation and amortization included in operating expenses 76 8 154 17 Total depreciation and amortization $ 3,499 $ 4,802 $ 6,295 $ 9,602 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Fair Value Disclosures [Abstract] | |
Summary of estimated fair value of the contingent consideration liability | The following table presents the changes in the estimated fair value of the contingent consideration liability measured using significant unobservable inputs (Level 3) (in thousands): Six Months Year ended December 31, Balance, beginning of period $ 1,841 $ 2,879 Change in fair value during the period 142 962 Payment made during the period — (2,000 ) Balance, end of period $ 1,983 $ 1,841 |
Cryptocurrencies (Tables)
Cryptocurrencies (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Summary of carrying values of cryptocurrencies | The carrying values of cryptocurrencies were the following at June 30, 2023 and December 31, 2022 (in thousands): Cryptocurrency As of As of BTC $ 810 $ 523 ETH 1 9 LTC — 8 $ 811 $ 540 |
Summary of the adjusted cost basis of cryptocurrencies | The following table presents additional information about the adjusted cost basis of cryptocurrencies (in thousands): BTC ETH LTC Total Beginning balance—January 1, 2023 $ 523 $ 9 $ 8 $ 540 Purchase or receipts of cryptocurrency 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 Purchase or receipts of cryptocurrency 153,351 — — 153,351 Cost of cryptocurrencies sold or distributed (150,552 ) — — (150,552 ) Impairment of cryptocurrencies (2,390 ) — — (2,390 ) Balance—June 30, 2023 $ 810 $ 1 $ — $ 811 BTC ETH LTC Total Beginning balance—January 1, 2022 $ 563 $ 5,989 $ 6 $ 6,558 Purchase or receipts of cryptocurrency 128,388 206 847 129,441 Cost of cryptocurrencies sold or distributed (126,275 ) (2,770 ) (836 ) (129,881 ) Impairment of cryptocurrencies (1,861 ) (1,358 ) (7 ) (3,226 ) Balance—March 31, 2022 $ 815 $ 2,067 $ 10 $ 2,892 Purchase or receipts of cryptocurrency 134,378 11 994 135,383 Cost of cryptocurrencies sold or distributed (132,542 ) (2,073 ) (999 ) (135,614 ) Impairment of cryptocurrencies (2,075 ) — — (2,075 ) Balance—June 30, 2022 $ 576 $ 5 $ 5 $ 586 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets, net (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of finite-lived intangible assets | Intangible assets, net were comprised of the following at June 30, 2023 (in thousands, except for weighted average period): Estimated Cost Basis Accumulated Net Remaining Weighted-Average Period Tradenames 5 years $ 1,233 $ (484 ) $ 749 3.03 Customer relationships 5 years 2,574 (1,012 ) 1,562 3.03 Software applications 5 years 3,771 (1,482 ) 2,289 3.03 $ 7,578 $ (2,978 ) $ 4,600 Intangible assets, net were comprised of the following at December 31, 2022 (in thousands , Estimated life Cost Basis Accumulated Amortization Net Remaining Weighted-Average Period Tradenames 5 years $ 1,233 $ (363 ) $ 870 3.53 Customer relationships 5 years 2,574 (756 ) 1,818 3.53 Software applications 5 years 3,771 (1,108 ) 2,663 3.53 $ 7,578 $ (2,227 ) $ 5,351 |
Schedule of finite-lived intangible assets, future amortization expense | Estimated future amortization expense as of June 30, 2023 approximately as follows (in thousands) : Amount 2023 (for the remainder of) $ 764 2024 1,516 2025 1,516 2026 804 Total $ 4,600 |
Note Payable (Tables)
Note Payable (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Debt Disclosure [Abstract] | |
Schedule of notes payable | June 30, 2023 December 31, 2022 Note payable $ 20,750 $ 39,419 Plus: exit fee due upon payment of note 1,764 — Less: unamortized deferred financing costs (4,502 ) (1,847 ) Total Note payable 18,012 37,572 Less: current portion of note payable (1,868 ) (8,050 ) Note payable, non-current $ (16,144 ) $ 29,522 |
Schedule of maturities of long-term debt | At June 30, 2023, aggregate future principal payments are , excludes Exit Fee of $1.7 million due at any point the loan is prepaid or at maturity, Amount 2023 (for the remainder of) $ 830 2024 2,282 2025 3,320 2026 14,318 Total $ 20,750 |
Warrants (Tables)
Warrants (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Warrants and Rights Note Disclosure [Abstract] | |
Schedule of the warrants outstanding | The following table summarizes the warrants outstanding as of June 30, 2023: Class of Warrants Number Public warrants 31,625,000 Private placement warrants 12,223,750 Total Warrants outstanding 43,848,750 |
Share-Based Compensation (Table
Share-Based Compensation (Tables) - Bit Access Plan [Member] | 6 Months Ended |
Jun. 30, 2023 | |
Share-Based Payment Arrangement, Option [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 grant-date Outstanding at January 1, 2023 106,938 $ 0.59 8.73 $ 4.26 Granted 39,600 2.86 9.76 3.05 Exercised (68,058 ) — — 4.44 Forfeited — — — — Outstanding at June 30, 2023 78,480 $ 2.86 9.21 $ 3.09 Vested at June 30, 2023 4,167 $ 2.86 — $ 3.07 Amount or Weighted-average Weighted-average Weighted-average grant-date Outstanding at January 1, 2022 308,253 $ — 9.55 $ 4.44 Granted 84,380 2.86 9.34 3.10 Exercised (240,195 ) — — 4.44 Forfeited (45,500 ) (2.86 ) — (3.10 ) Outstanding at December 31, 2022 106,938 $ 0.59 8.73 $ 4.26 Vested at December 31, 2022 1,719 $ 2.86 — $ 3.02 |
Restricted Stock Units (RSUs) [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 restricted stock unit award activity is as follows: Restricted Stock Units Outstanding at January 1, 2023 81,142 Exercised (55,501 ) Outstanding at June 30, 2023 25,641 Outstanding at January 1, 2022 237,600 Exercised (156,458 ) Outstanding at December 31, 2022 81,142 |
Net Income (loss) per Share (Ta
Net Income (loss) per Share (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Earnings Per Share [Abstract] | |
Schedule of loss per share and weighted average of common stock outstanding | The computation of loss per share and weighted average of the Company’s common stock outstanding for the period from the date of transaction close through June 30, 2023 is as follows: Three and Six June 30, 2023 Numerator: Net income (loss) attributable to Bitcoin Depot Inc. Class A common stock - Basic and Diluted $ (10,699) Denominator: Weighted average common stock outstanding - basic and diluted 16,658,691 Net loss per share - Bitcoin Depot $ (0.64) |
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 - 43,848,750 PubCo Class E Common Stock - Earnouts Units 1,075,761 BT OpCo Founder Convertible Preferred Units(1) 2,900,000 BT OpCo Exchangeable Non-Controlling Interest(1) 41,200,000 BT OpCo Earnouts Units 15,000,000 BitAccess Stock Options 104,121 (1) Held at BT Assets and exchangeable into Class A common stock of the Company or cash. |
Leases (Tables)
Leases (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Lessee Disclosure [Abstract] | |
Schedule of components of lease expense | The components of the lease expense are as follows (in thousands): Three Months Ended Six Months Ended 2023 2022 2023 2022 Finance lease expense: Amortization of right-of-use-assets $ 2,852 $ 3,687 $ 4,514 $ 7,375 Interest on lease liabilities 1,565 1,256 2,672 2,671 Total finance lease expense 4,417 4,943 7,186 10,046 Operating lease expense 57 56 109 115 Short-term 8,749 10,178 17,782 20,367 Total lease expense $ 13,223 $ 15,177 $ 25,077 $ 30,528 Three Months Ended Six Months Ended 2023 2022 2023 2022 Other information: Operating cash flows used for finance leases $ (1,565 ) $ (1,256 ) $ (2,672 ) $ (2,670 ) Operating cash flows used for operating leases $ (57 ) $ (55 ) $ (114 ) $ (110 ) Financing cash flows used for finance leases $ (3,547 ) $ (4,273 ) $ (6,701 ) $ (8,376 ) Six Months Ended 2023 2022 Weighted-average - 1.88 2.07 Weighted-average - 1.92 2.92 Weighted-average - 17.6 % 18.4 % Weighted-average - 15.0 % 15.0 % |
Schedule of maturities of noncancellable operating lease liabilities | Maturities of the lease liability under the noncancellable operating lease as of June 30, 2023 are as follows (in thousands): Operating Leases 2023 (for the remainder of) $ 114 2024 235 2025 101 Total undiscounted lease payments 450 Less: imputed interest (56 ) Total operating lease liability 394 Less: operating lease liabilities, current (232 ) Operating lease liabilities, net of current portion $ 162 |
Schedule of maturities of noncancellable finance lease liabilities | Maturities of the lease liability under the noncancellable finance leases as of June 30, 2023 are as follows (in thousands): Finance Leases 2023 (for the remainder of) $ 9,199 2024 7,973 2025 1,848 2026 726 Total undiscounted lease payments 19,746 Less: imputed interest (2,584 ) Total finance lease liability 17,162 Less: current installments of obligations under finance leases (13,125 ) Obligations under finance leases, excluding current installments $ 4,037 |
Organization and Background - A
Organization and Background - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||||||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Mar. 31, 2023 | Dec. 31, 2022 | Mar. 31, 2022 | Dec. 31, 2021 | |
Product Information [Line Items] | ||||||||
Current assets | $ 32,695 | $ 32,695 | $ 40,358 | |||||
Cash and cash equivalents | 27,415 | 27,415 | 37,540 | |||||
Current liabilities | 51,705 | 51,705 | 46,809 | |||||
Stockholders' equity | 4,780 | $ 10,379 | 4,780 | $ 10,379 | $ 15,213 | $ 9,444 | $ 9,706 | $ 18,976 |
Net Income | (4,006) | $ 4,137 | 2,075 | 764 | ||||
Cash flows from operations | 26,599 | $ 11,122 | ||||||
Accumulated Deficit [Member] | ||||||||
Product Information [Line Items] | ||||||||
Stockholders' equity | $ (17,259) | $ (17,259) |
Basis of Presentation Summary_4
Basis of Presentation Summary of Significant Accounting Policies - Additional Information (Detail) | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2023 USD ($) shares | Jun. 30, 2023 USD ($) shares | Jun. 30, 2022 USD ($) | Jun. 30, 2023 USD ($) Segment $ / shares shares | Jun. 30, 2022 USD ($) | Dec. 31, 2022 USD ($) | |
Property, Plant and Equipment [Line Items] | ||||||
Cash In Transit | $ | $ 5,700,000 | $ 5,700,000 | $ 5,700,000 | $ 7,800,000 | ||
Depreciation | $ | $ 3,100,000 | $ 4,400,000 | 5,500,000 | $ 8,800,000 | ||
Impairment of long lived assets held for use | $ | 0 | 0 | ||||
Impairment of goodwill | $ | 0 | 0 | ||||
Federal income tax expense benefit | $ | $ 0 | 0 | ||||
Number of operating segments | Segment | 1 | |||||
Number of reporting segments | Segment | 1 | |||||
Class of Warrant or Right, Outstanding | 43,848,750 | 43,848,750 | 43,848,750 | |||
Public Warrants [Member] | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Class of Warrant or Right, Outstanding | 31,625,000 | 31,625,000 | 31,625,000 | |||
Private Warrants [Member] | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Class of Warrant or Right, Outstanding | 12,223,750 | 12,223,750 | 12,223,750 | |||
BT Hold Co [Member] | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Additional earnout shares issuable | 15,000,000 | 15,000,000 | 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 | 43,848,750 | 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 | 31,625,000 | 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 | 12,223,750 | 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 | 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, Outstanding | 12,358,691 | 12,358,691 | 12,358,691 | |||
Limited Liability Company (LLC) Preferred Unit, Outstanding | 4,300,000 | 4,300,000 | 4,300,000 | |||
Class of Warrant or Right, Outstanding | 43,848,750 | 43,848,750 | 43,848,750 | |||
Class E One Common Stock [Member] | Sponsor [Member] | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Earnout shares issuable | 358,587 | 358,587 | 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] | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Earnout shares issuable | 358,587 | 358,587 | 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] | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Earnout shares issuable | 358,587 | 358,587 | 358,587 | |||
Period post merger during which the stock price is determined | 10 years | |||||
Minimum stock price triggering earnout share issue | $ / shares | $ 16 | |||||
Threshold number of trading days for determining the share price | 10 days | |||||
Threshold number of consecutive trading days for determining the share price | 20 days | |||||
Class A Common Stock [Member] | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Common stock, shares outstanding | 12,358,691 | 12,358,691 | 12,358,691 | |||
Class A Common Stock [Member] | Sponsor [Member] | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Earnout shares issuable | 1,075,761 | 1,075,761 | 1,075,761 | |||
Series A Preferred Stock [Member] | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Preferred stock, shares outstanding | 4,300,000 | 4,300,000 | 4,300,000 | |||
Common Stock [Member] | Bitcoin Depot Inc. [Member] | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Common Unit, Outstanding | 41,200,000 | 41,200,000 | 41,200,000 | |||
Selling, General and Administrative Expenses [Member] | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Advertising expenses | $ | $ 1,500,000 | $ 900,000 | $ 2,600,000 | $ 1,700,000 | ||
Customer Concentration Risk [Member] | Revenue Benchmark [Member] | No Major Customer [Member] | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Concentration risk percentage | 10% | 10% | 10% | 10% | ||
Bitcoin Teller Machine [Member] | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Cash | $ | $ 12,600,000 | $ 12,600,000 | $ 12,600,000 | 16,000,000 | ||
Cryptocurrency Exchanges [Member] | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Cash | $ | $ 600,000 | $ 600,000 | $ 600,000 | $ 2,500,000 | ||
Intuitive Software LLC [Member] | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Equity method investment, ownership percentage | 82.14% | 82.14% | 82.14% |
Basis of Presentation Summary_5
Basis of Presentation Summary of Significant Accounting Policies - Schedule Of Depreciation Of Property Plant And Equipment (Detail) | Jun. 30, 2023 |
Furniture and Fixtures [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 7 years |
Leasehold Improvements [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant, and Equipment, Useful Life, Term, Description [Extensible Enumeration] | us-gaap:UsefulLifeShorterOfTermOfLeaseOrAssetUtilityMember |
Kiosk Machines Owned [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 5 years |
Kiosk Machines Leased [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 5 years |
Kiosk Machines Leased [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 2 years |
Vehicles [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 5 years |
Merger - Schedule Of transacti
Merger - Schedule Of transaction funding, sources and uses of cash, and merger related earn-outs and warrants (Detail) - GSRM [Member] $ in Thousands | 6 Months Ended |
Jun. 30, 2023 USD ($) | |
Merger [Line Items] | |
Cash - GSR II Meteora Acquisition Corp Trust | $ 332,102 |
Less: GSRM transactions cost paid from Trust | (25,958) |
Less: Purchase of BT HoldCo common units from BT Assets | (10,066) |
Redemption shareholders | (292,735) |
Net proceeds from SPAC shareholders | 3,343 |
Assumed net liabilities from GSRM, excluding net cash proceeds | (6,847) |
Net Impact of the Merger on the Statement of Changes in Stockholders' Equity | $ (3,504) |
Merger - Schedule Of transac_2
Merger - Schedule Of transaction funding, sources and uses of cash, and merger related earn-outs and warrants (Detail) (Parenthetical) - GSRM [Member] $ in Thousands | 6 Months Ended |
Jun. 30, 2023 USD ($) | |
Merger [Line Items] | |
Transaction costs paid from trust | $ (25,958) |
Franchise and income taxes [Member] | |
Merger [Line Items] | |
Transaction costs paid from trust | 2,400 |
Non Redemption Payments [Member] | |
Merger [Line Items] | |
Transaction costs paid from trust | 18,700 |
Other Transaction Expenses [Member] | |
Merger [Line Items] | |
Transaction costs paid from trust | $ 4,900 |
Merger - Additional Information
Merger - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands | 6 Months Ended | ||
Jun. 23, 2023 | Jun. 30, 2023 | Dec. 31, 2022 | |
Merger [Line Items] | |||
Stockholders equity subscription receivable | $ 5,613 | $ 0 | |
GSRM [Member] | Non Redeemable Common Stock [Member] | |||
Merger [Line Items] | |||
Increase (Decrease) of Restricted Investments | 18,700 | ||
Payment of cash through spac trust proceeds | 18,700 | ||
Preferred Class A [Member] | |||
Merger [Line Items] | |||
Stockholders equity subscription receivable | 5,600 | ||
Stockholders equity preferred stock at fair value | $ 13,900 | ||
Cash expenses preferred stock | 900 | ||
Cash expenses paid | 600 | ||
Cash expenses payable at a future date | 300 | ||
Preferred Class A [Member] | Nonoperating Income (Expense) [Member] | |||
Merger [Line Items] | |||
Difference between fair value and subscription receivable recognized as expenses | $ 9,200 | ||
Common Class A [Member] | Aggregate Number Of Shares Issued At Or Before The Time Of Merger [Member] | |||
Merger [Line Items] | |||
Stock issued during the period shares new issues | 5,000,000 | ||
Common Class A And Preferred Stock Series A [Member] | Aggregate Number Of Shares Issued At Or Before The Time Of Merger [Member] | |||
Merger [Line Items] | |||
Stock issued during the period shares new issues | 5,000,000 | ||
Private Placement Agreement [Member] | Preferred Class A [Member] | |||
Merger [Line Items] | |||
Stock issued during the period shares new issues | 4,300,000 | ||
Subscription receivable subject to trigger price | $ 43,300 | ||
Trigger share price during which the amount shall become payable to subscribers | $ 0 | ||
Subscription amount refundable one | 10,900 | ||
Subscription amount refundable two | $ 12,100 | ||
Private Placement Agreement [Member] | Preferred Class A [Member] | Maximum [Member] | |||
Merger [Line Items] | |||
Trigger share price for subscription amount to be received | 11.39 | ||
Private Placement Agreement [Member] | Preferred Class A [Member] | Minimum [Member] | |||
Merger [Line Items] | |||
Trigger share price for subscription amount to be received | $ 10.5 | ||
Backstop Agreement [Member] | GSRM [Member] | |||
Merger [Line Items] | |||
Common stock shares of holders who have agreed to extend the date of business combination | 6,833,000 | ||
Last date for consummation of business combination | Mar. 01, 2024 | ||
Backstop Agreement [Member] | GSRM [Member] | Non Redeemable Common Stock [Member] | |||
Merger [Line Items] | |||
Percentage of non redeemable common stock | 1% | ||
Backstop Agreement [Member] | GSRM [Member] | Non Redeemable Common Stock [Member] | Polar Multistrategy Master Fund [Member] | |||
Merger [Line Items] | |||
Stock issued during the period shares new issues | 454,350 | ||
Backstop Agreement [Member] | Class A Common Stock Commitment Shares [Member] | GSRM [Member] | Non Redeemable Common Stock [Member] | |||
Merger [Line Items] | |||
Stock issued during the period shares new issues | 68,330 | ||
Backstop Agreement [Member] | Common Class A [Member] | GSRM [Member] | Non Redeemable Common Stock [Member] | |||
Merger [Line Items] | |||
Stock issued during the period shares new issues | 659,340 | ||
Backstop Agreement [Member] | Class A Common Stock Extension Shares [Member] | GSRM [Member] | Non Redeemable Common Stock [Member] | |||
Merger [Line Items] | |||
Stock issued during the period shares new issues | 136,660 | ||
PIPE Agreement [Member] | Common Class A [Member] | Aggregate Number Of Shares Issued At Or Before The Time Of Merger [Member] | PIPE Subscribers [Member] | |||
Merger [Line Items] | |||
Stock issued during the period shares new issues | 700,000 | ||
PIPE Agreement [Member] | Series A Preferred Stock [Member] | Aggregate Number Of Shares Issued At Or Before The Time Of Merger [Member] | PIPE Subscribers [Member] | Private Placement [Member] | |||
Merger [Line Items] | |||
Stock issued during the period shares new issues | 4,300,000 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Detail) | 1 Months Ended | 3 Months Ended | 6 Months Ended | |||
Jul. 31, 2023 USD ($) | Jun. 30, 2023 USD ($) | Jun. 30, 2022 USD ($) $ / ETH | Jun. 30, 2023 USD ($) LTC ETH shares | Jun. 30, 2022 USD ($) | Dec. 31, 2022 USD ($) | |
Related Party Transaction [Line Items] | ||||||
Company distributed cryptocurrency | $ 811,000 | $ 811,000 | $ 540,000 | |||
Distribution made to limited liability company (llc) member, cash distributions paid | 12,233,000 | $ 3,545,000 | $ 12,737,000 | $ 9,734,000 | ||
Tax Receivable Agreement [Member] | BT Hold Co LLC [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Tax savings percentage distributable | 85% | |||||
Withholding taxes payable on common stock issued | $ 800,000 | |||||
Stock issued during period, bonus shares issued | shares | 500,000 | |||||
Tax Receivable Agreement [Member] | BT Hold Co LLC [Member] | Subsequent Event [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Proceeds from withholding taxes | $ 800,000 | |||||
Selling, General and Administrative Expenses [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Allocted share based compnesation | 1,600,000 | $ 1,600,000 | ||||
Majority Shareholder [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Cash distributions | 12,700,000 | 5,200,000 | ||||
Distribution made to limited liability company (llc) member, cash distributions paid | 12,200,000 | $ 1,600,000 | ||||
Bitcoin Depot [Member] | Selling, General and Administrative Expenses [Member] | Officer and Employee [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Customize officer member and refer Previous approved mapping | 2,000,000 | |||||
Bitcoin Depot [Member] | Majority Shareholder [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Distributions cost basis | $ 20,000 | 4,600,000 | ||||
Bitcoin Depot [Member] | Majority Shareholder [Member] | Performance Shares [Member] | Selling, General and Administrative Expenses [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Stock issued during period restricted stock award net of forfeitures | shares | 500,000 | |||||
Allocted share based compnesation | 1,600,000 | $ 1,600,000 | ||||
Bitcoin Depot [Member] | LTC [Member] | Majority Shareholder [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Common stock outstanding value | LTC | 112.4 | |||||
Bitcoin Depot [Member] | ETH [Member] | Majority Shareholder [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Common stock outstanding value | 1,209 | 7.5 | ||||
Company distributed cryptocurrency | 0 | $ 2,760 | $ 0 | $ 2,760 | ||
Distributions cost basis | $ 2,100,000 | $ 2,100,000 |
Revenue - Summary of Revenue Di
Revenue - Summary of Revenue Disaggregated by Revenue Stream (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Disaggregation of Revenue [Line Items] | ||||
Revenue disaggregated | $ 197,474 | $ 167,867 | $ 361,077 | $ 322,391 |
OTC [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue disaggregated | 2,080 | |||
BTM Kiosks Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue disaggregated | 196,916 | 166,444 | 359,942 | 317,625 |
BDCheckout [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue disaggregated | 241 | 8 | 601 | 8 |
Company Website [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue disaggregated | 89 | 41 | 168 | 71 |
Software Services [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue disaggregated | 150 | 1,248 | 288 | 2,258 |
Hardware [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue disaggregated | $ 78 | $ 126 | $ 78 | $ 349 |
Revenue - Additional Informatio
Revenue - Additional Information (Detail) - USD ($) $ in Millions | 6 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Revenue from Contract with Customer [Abstract] | ||
Reduction in revenue due to cryptocurrency transactions | $ 0 | $ 0.2 |
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 | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Cost of Goods and Service, Excluding Depreciation, Depletion, and Amortization [Abstract] | ||||
Cryptocurrency expenses | $ 153,193 | $ 135,240 | $ 280,854 | $ 262,579 |
Floorspace lease expenses | 8,749 | 10,178 | 17,782 | 20,367 |
Kiosk operations expenses | 5,300 | 3,795 | 9,907 | 7,536 |
Total Cost of Revenue (excluding depreciation and amortization reported separately) | $ 167,242 | $ 149,213 | $ 308,543 | $ 290,482 |
Cost of Revenue - Summary of C
Cost of Revenue - Summary of Components of Cryptocurrency Expenses (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Components of Cryptocurrency Expenses [Line Items] | ||||
Software processing fees | $ 54 | $ 872 | $ 259 | $ 1,727 |
Exchange fees | 2 | 25 | 20 | 58 |
Mining fees | 144 | 26 | 177 | 66 |
Total cryptocurrency expenses | 153,193 | 135,240 | 280,854 | 262,579 |
BTM Kiosk [Member] | ||||
Components of Cryptocurrency Expenses [Line Items] | ||||
Cost of cryptocurrency | 152,783 | 134,310 | 279,874 | 258,763 |
OTC [Member] | ||||
Components of Cryptocurrency Expenses [Line Items] | ||||
Cost of cryptocurrency | 1,958 | |||
BDCheckout [Member] | ||||
Components of Cryptocurrency Expenses [Line Items] | ||||
Cost of cryptocurrency | 206 | 7 | 515 | 7 |
Software processing fee - BDCheckout | $ 4 | $ 0 | $ 9 | $ 0 |
Cost of Revenue - Summary of _2
Cost of Revenue - Summary of Components of Cryptocurrency Expenses (Parenthetical) (Detail) - USD ($) | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2023 | Mar. 31, 2023 | Jun. 30, 2022 | Mar. 31, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Cost of Revenue [Line Items] | ||||||
Impairment of cryptocurrencies | $ 0 | $ 0 | ||||
Cryptocurrencies [Member] | ||||||
Cost of Revenue [Line Items] | ||||||
Impairment of cryptocurrencies | $ 2,390,000 | $ 2,187,000 | $ 2,075,000 | $ 3,226,000 | 4,600,000 | 5,300,000 |
Gains from the sale of cryptocurrencies | $ 100,000 | $ 0 | $ 100,000 | $ 1,000,000 |
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 | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Depreciation And Amortization Expense [Line Items] | ||||
Amortization of intangible assets | $ 378 | $ 373 | $ 752 | $ 746 |
Total depreciation and amortization excluded from cost of revenue | 3,423 | 4,794 | 6,141 | 9,585 |
Other depreciation and amortization included in operating expenses | 76 | 8 | 154 | 17 |
Total depreciation and amortization | 3,499 | 4,802 | 6,295 | 9,602 |
BTM Kiosks Member] | ||||
Depreciation And Amortization Expense [Line Items] | ||||
Depreciation of owned BTM kiosks | 193 | 734 | 875 | 1,464 |
Depreciation of leased BTM kiosks | $ 2,852 | $ 3,687 | $ 4,514 | $ 7,375 |
Fair Value Measurements - Summa
Fair Value Measurements - Summary of Estimated Fair Value of the Contingent Consideration Liability (Detail) - Contingent Consideration Liability [Member] - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Balance, beginning of period | $ 1,841 | $ 2,879 |
Change in fair value during the period | 142 | 962 |
Payment made during the period | (2,000) | |
Balance, end of period | $ 1,983 | $ 1,841 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Detail) - USD ($) | 6 Months Ended | 12 Months Ended | ||
Jul. 31, 2023 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | |
Present value discount rate | ||||
Fair value, net asset (liability | $ 0 | $ 0 | ||
Present value discount rate | 15% | 15% | ||
Impairment of goodwill | $ 0 | $ 0 | ||
Impairment of intangible assets, indefinite-lived | 0 | 0 | ||
Operating lease, impairment loss | 0 | 0 | ||
Property and equipment Impairment Charges | 0 | $ 0 | ||
Notes payable | 18,012,000 | $ 37,572,000 | ||
Fixed Rated Note [Member] | ||||
Present value discount rate | ||||
Notes payable | 18,000,000 | |||
Fixed Rated Note [Member] | Estimate of Fair Value Measurement [Member] | ||||
Present value discount rate | ||||
Fair value of the fixed-rated note | $ 19,400,000 | |||
Bit Access [Member] | ||||
Present value discount rate | ||||
Payments to acquire businesses | $ 2,000,000 | |||
Bit Access [Member] | Subsequent Event [Member] | ||||
Present value discount rate | ||||
Payments to acquire businesses | $ 2,000,000 |
Non-controlling Interests - Add
Non-controlling Interests - Additional Information (Detail) - USD ($) $ in Millions | Jun. 30, 2023 | Dec. 31, 2022 |
Class V Common Stock [Member] | ||
Noncontrolling Interest [Line Items] | ||
Common stock, shares outstanding | 44,100,000 | |
Majority Stockholder of Lux Vending LLC, BT Assets, Inc | ||
Noncontrolling Interest [Line Items] | ||
Number of common units issued of limited liability company | 41,200,000 | |
Number of preferred units issued of limited liability company | 2,900,000 | |
Majority Stockholder of Lux Vending LLC, BT Assets, Inc | Class V Common Stock [Member] | ||
Noncontrolling Interest [Line Items] | ||
Common stock, shares outstanding | 44,100,000 | |
Bit Access [Member] | Non-controlling Interest [Member] | ||
Noncontrolling Interest [Line Items] | ||
Non-controlling interest ownership percentage | 17.86% | 15.31% |
BT Hold Co [Member] | ||
Noncontrolling Interest [Line Items] | ||
Earnout outstanding | $ 15,000,000 | |
BT Hold Co [Member] | Majority Stockholder of Lux Vending LLC, BT Assets, Inc | ||
Noncontrolling Interest [Line Items] | ||
Preferred unit liquidation preference per share | 10% | |
Preferred unit liquidation preference value | $ 29 | |
BT Hold Co [Member] | Non-controlling Interest [Member] | ||
Noncontrolling Interest [Line Items] | ||
Non-controlling interest ownership percentage | 72.60% | |
Redeemable non-controlling interest, equity, fair value | $ 9.9 |
Cryptocurrencies - Summary of C
Cryptocurrencies - Summary of Carrying Values of Cryptocurrencies (Detail) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Indefinite-Lived Intangible Assets [Line Items] | ||
Cryptocurrency | $ 811 | $ 540 |
Cryptocurrencies [Member] | Bitcoin [Member] | ||
Indefinite-Lived Intangible Assets [Line Items] | ||
Cryptocurrency | 810 | 523 |
Cryptocurrencies [Member] | Ethereum [Member] | ||
Indefinite-Lived Intangible Assets [Line Items] | ||
Cryptocurrency | $ 1 | 9 |
Cryptocurrencies [Member] | Litecoin [Member] | ||
Indefinite-Lived Intangible Assets [Line Items] | ||
Cryptocurrency | $ 8 |
Cryptocurrencies - Summary of t
Cryptocurrencies - Summary of the Adjusted Cost Basis of Cryptocurrencies (Detail) - USD ($) | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2023 | Mar. 31, 2023 | Jun. 30, 2022 | Mar. 31, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Indefinite-Lived Intangible Assets [Line Items] | ||||||
Impairment of cryptocurrencies | $ 0 | $ 0 | ||||
Cryptocurrencies [Member] | ||||||
Indefinite-Lived Intangible Assets [Line Items] | ||||||
Beginning balance | $ 402,000 | $ 540,000 | $ 2,892,000 | $ 6,558,000 | 540,000 | 6,558,000 |
Purchases or receipts of cryptocurrencies | 153,351,000 | 127,537,000 | 135,383,000 | 129,441,000 | ||
Cost of cryptocurrencies sold or distributed | (150,552,000) | (125,488,000) | (135,614,000) | (129,881,000) | ||
Impairment of cryptocurrencies | (2,390,000) | (2,187,000) | (2,075,000) | (3,226,000) | (4,600,000) | (5,300,000) |
Ending Balance | 811,000 | 402,000 | 586,000 | 2,892,000 | 811,000 | 586,000 |
Cryptocurrencies [Member] | Bitcoin [Member] | ||||||
Indefinite-Lived Intangible Assets [Line Items] | ||||||
Beginning balance | 401,000 | 523,000 | 815,000 | 563,000 | 523,000 | 563,000 |
Purchases or receipts of cryptocurrencies | 153,351,000 | 127,530,000 | 134,378,000 | 128,388,000 | ||
Cost of cryptocurrencies sold or distributed | (150,552,000) | (125,465,000) | (132,542,000) | (126,275,000) | ||
Impairment of cryptocurrencies | (2,390,000) | (2,187,000) | (2,075,000) | (1,861,000) | ||
Ending Balance | 810,000 | 401,000 | 576,000 | 815,000 | 810,000 | 576,000 |
Cryptocurrencies [Member] | Ethereum [Member] | ||||||
Indefinite-Lived Intangible Assets [Line Items] | ||||||
Beginning balance | 1,000 | 9,000 | 2,067,000 | 5,989,000 | 9,000 | 5,989,000 |
Purchases or receipts of cryptocurrencies | 4,000 | 11,000 | 206,000 | |||
Cost of cryptocurrencies sold or distributed | (12,000) | (2,073,000) | (2,770,000) | |||
Impairment of cryptocurrencies | (1,358,000) | |||||
Ending Balance | $ 1,000 | 1,000 | 5,000 | 2,067,000 | 1,000 | 5,000 |
Cryptocurrencies [Member] | Litecoin [Member] | ||||||
Indefinite-Lived Intangible Assets [Line Items] | ||||||
Beginning balance | 8,000 | 10,000 | 6,000 | $ 8,000 | 6,000 | |
Purchases or receipts of cryptocurrencies | 3,000 | 994,000 | 847,000 | |||
Cost of cryptocurrencies sold or distributed | $ (11,000) | (999,000) | (836,000) | |||
Impairment of cryptocurrencies | (7,000) | |||||
Ending Balance | $ 5,000 | $ 10,000 | $ 5,000 |
Cryptocurrencies - Additional I
Cryptocurrencies - Additional Information (Detail) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Indefinite-Lived Intangible Assets [Line Items] | ||
Accounts payable | $ 10,852 | $ 8,119 |
Cryptocurrencies [Member] | ||
Indefinite-Lived Intangible Assets [Line Items] | ||
Accounts payable | $ 5,100 | $ 1,700 |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets, Net - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||||
Amortization expense | $ 378 | $ 373 | $ 752 | $ 746 |
Goodwill, period increase (decrease) | $ 0 |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets, Net - Schedule of Intangible Assets, Net Were Comprised (Detail) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Finite-Lived Intangible Assets [Line Items] | ||
Cost Basis | $ 7,578 | $ 7,578 |
Accumulated Amortization | (2,978) | (2,227) |
Net | $ 4,600 | $ 5,351 |
Tradenames | ||
Finite-Lived Intangible Assets [Line Items] | ||
Estimated life | 5 years | 5 years |
Cost Basis | $ 1,233 | $ 1,233 |
Accumulated Amortization | (484) | (363) |
Net | $ 749 | $ 870 |
Remaining Weighted-Average Amortization Period | 3 years 10 days | 3 years 6 months 10 days |
Customer relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Estimated life | 5 years | 5 years |
Cost Basis | $ 2,574 | $ 2,574 |
Accumulated Amortization | (1,012) | (756) |
Net | $ 1,562 | $ 1,818 |
Remaining Weighted-Average Amortization Period | 3 years 10 days | 3 years 6 months 10 days |
Software applications | ||
Finite-Lived Intangible Assets [Line Items] | ||
Estimated life | 5 years | 5 years |
Cost Basis | $ 3,771 | $ 3,771 |
Accumulated Amortization | (1,482) | (1,108) |
Net | $ 2,289 | $ 2,663 |
Remaining Weighted-Average Amortization Period | 3 years 10 days | 3 years 6 months 10 days |
Goodwill and Intangible Asset_5
Goodwill and Intangible Assets, Net - Schedule of Future Amortization Expense (Detail) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Finite-Lived Intangible Assets, Amortization Expense, Maturity Schedule [Abstract] | ||
2023 (for the remainder of) | $ 764 | |
2024 | 1,516 | |
2025 | 1,516 | |
2026 | 804 | |
Total | $ 4,600 | $ 5,351 |
Note Payable - Schedule of Note
Note Payable - Schedule of Notes Payable (Detail) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Debt Disclosure [Abstract] | ||
Note payable | $ 20,750 | $ 39,419 |
Plus: exit fee due upon payment of note | 1,764 | |
Less: unamortized deferred financing costs | (4,502) | (1,847) |
Total Note payable | 18,012 | 37,572 |
Less: current portion of note payable | (1,868) | (8,050) |
Note payable, non-current | $ 16,144 | $ 29,522 |
Note Payable - Schedule of Matu
Note Payable - Schedule of Maturities of Long Term Debt (Detail) $ in Thousands | Jun. 30, 2023 USD ($) |
Debt Disclosure [Abstract] | |
2023 (for the remainder of) | $ 830 |
2024 | 2,282 |
2025 | 3,320 |
2026 | 14,318 |
Total | $ 20,750 |
Note Payable - Additional Infor
Note Payable - Additional Information (Detail) - USD ($) $ in Millions | Jun. 23, 2023 | May 04, 2023 | Jun. 30, 2023 | Mar. 31, 2022 | Dec. 31, 2021 | Dec. 21, 2020 |
Debt Instrument [Line Items] | ||||||
Long term debt prepayment fee payable contingently | $ 1.7 | |||||
Old Note [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument, face amount | $ 5 | $ 15 | $ 25 | |||
Debt instrument, interest rate, stated percentage | 15% | |||||
Debt instrument, periodic payment, interest | $ 0.3 | |||||
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 | |||||
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 costs | 2.4 | |||||
Debt instrument exit Fee | $ 1.8 | |||||
Debt instrument exit fee expensed | $ 2.3 | |||||
Repayments of debt | $ 16.4 |
Warrants - Schedule Of The Warr
Warrants - Schedule Of The Warrants Outstanding (Detail) | Jun. 30, 2023 shares |
Class of Warrant or Right [Line Items] | |
Class of Warrant or Right, Outstanding | 43,848,750 |
Public Warrants [Member] | |
Class of Warrant or Right [Line Items] | |
Class of Warrant or Right, Outstanding | 31,625,000 |
Private Warrants [Member] | |
Class of Warrant or Right [Line Items] | |
Class of Warrant or Right, Outstanding | 12,223,750 |
Warrants - Additional Informati
Warrants - Additional Information (Detail) | 6 Months Ended |
Jun. 30, 2023 $ / shares shares | |
Class of Warrant or Right [Line Items] | |
Number of warrants outstanding | 43,848,750 |
Class of warrant or right exercise price | $ / shares | $ 11.5 |
Class of warrants or rights expiration period | 5 years |
Common Class A [Member] | |
Class of Warrant or Right [Line Items] | |
Class of warrant or right, number of securities called by each warrant or right | 1 |
Common Class A [Member] | Share Price Equal Or Exceeds Eighteen Rupees Per Dollar [Member] | |
Class of Warrant or Right [Line Items] | |
Class of warrant or right per share price during the period | $ / shares | $ 0.01 |
Share price | $ / shares | $ 18 |
Number of consecutive trading days for determining share price | 20 days |
Number of trading days for determining the share price | 30 days |
Public Warrants [Member] | |
Class of Warrant or Right [Line Items] | |
Number of warrants outstanding | 31,625,000 |
Private Warrants [Member] | |
Class of Warrant or Right [Line Items] | |
Number of warrants outstanding | 12,223,750 |
Earnouts - Additional Informati
Earnouts - Additional Information (Detail) | 6 Months Ended |
Jun. 30, 2023 $ / shares shares | |
Class E Common Stock [Member] | |
Earn Out Shares [Line Items] | |
Earnout shares issuable | shares | 15,000,000 |
Common stock, par or stated value per share | $ / shares | $ 0.0001 |
Class E One Common Stock [Member] | |
Earn Out Shares [Line Items] | |
Common stock, par or stated value per share | $ / shares | 0.0001 |
Share price | $ / shares | $ 12 |
Number of trading days for determining the share price | 10 days |
Number of consecutive trading days for determining share price | 20 days |
Class E Two Common Stock [Member] | |
Earn Out Shares [Line Items] | |
Share price | $ / shares | $ 14 |
Number of trading days for determining the share price | 10 days |
Number of consecutive trading days for determining share price | 20 days |
Class E Three Common Stock [Member] | |
Earn Out Shares [Line Items] | |
Share price | $ / shares | $ 16 |
Number of trading days for determining the share price | 10 days |
Sponsor [Member] | Class E Common Stock [Member] | |
Earn Out Shares [Line Items] | |
Earnout shares issuable | shares | 1,075,061 |
Sponsor [Member] | Class E One Common Stock [Member] | |
Earn Out Shares [Line Items] | |
Earnout shares issuable | shares | 358,587 |
Sponsor [Member] | Class E Two Common Stock [Member] | |
Earn Out Shares [Line Items] | |
Earnout shares issuable | shares | 358,587 |
Sponsor [Member] | Class E Three Common Stock [Member] | |
Earn Out Shares [Line Items] | |
Earnout shares issuable | shares | 358,587 |
Common Stock, Preferred Stock_2
Common Stock, Preferred Stock and Stockholders' Equity - Additional Information (Detail) | 6 Months Ended |
Jun. 30, 2023 $ / shares shares | |
Schedule Of Stockholders Equity [Line Items] | |
Shares, issued | 2,223,250,000 |
Common Class A [Member] | |
Schedule Of Stockholders Equity [Line Items] | |
Common stock, shares authorized | 800,000,000 |
Common stock, par or stated value per share | $ / shares | $ 0.0001 |
Common stock, shares, issued | 12,358,691 |
Common stock, shares outstanding | 12,358,691 |
Common Class B [Member] | |
Schedule Of Stockholders Equity [Line Items] | |
Common stock, shares authorized | 20,000,000 |
Common stock, par or stated value per share | $ / shares | $ 0.0001 |
Common stock, shares, issued | 0 |
Common stock, shares outstanding | 0 |
Class M Common Stock [Member] | |
Schedule Of Stockholders Equity [Line Items] | |
Common stock, shares authorized | 300,000,000 |
Common stock, par or stated value per share | $ / shares | $ 0.0001 |
Common stock, shares, issued | 0 |
Common stock, shares outstanding | 0 |
Common stock, conversion basis | one-for-one |
Common stock percentage of voting rights | 20% |
Class O Common Stock [Member] | |
Schedule Of Stockholders Equity [Line Items] | |
Common stock, shares authorized | 800,000,000 |
Common stock, par or stated value per share | $ / shares | $ 0.0001 |
Common stock, shares, issued | 0 |
Common stock, shares outstanding | 0 |
Class V Common Stock [Member] | |
Schedule Of Stockholders Equity [Line Items] | |
Common stock, shares authorized | 300,000,000 |
Common stock, par or stated value per share | $ / shares | $ 0.0001 |
Common stock, shares, issued | 44,100,000 |
Common stock, shares outstanding | 44,100,000 |
Class E Common Stock [Member] | |
Schedule Of Stockholders Equity [Line Items] | |
Common stock, shares authorized | 2,250,000 |
Common stock, par or stated value per share | $ / shares | $ 0.0001 |
Common stock, shares, issued | 1,075,761 |
Common stock, shares outstanding | 1,075,761 |
Common stock, conversion basis | one-for-one |
Series A Preferred Stock [Member] | |
Schedule Of Stockholders Equity [Line Items] | |
Preferred stock, shares authorized | 50,000,000 |
Preferred stock, par or stated value per share | $ / shares | $ 0.0001 |
Preferred stock, shares issued | 4,300,000 |
Preferred stock, shares outstanding | 4,300,000 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Jun. 23, 2023 | Dec. 31, 2022 | |
Income tax expense (benefit) | $ (692,000) | $ 80,000 | $ (1,314,000) | $ 392,000 | ||
Effective income tax rate reconciliation, percent | 14.70% | 1.90% | (172.70%) | 33.90% | ||
Federal income taxe | $ 0 | $ 0 | ||||
Uncertain tax position | $ 200,000 | |||||
Net income loss before tax attributable to non controlling interest | $ (300,000) | (900,000) | ||||
Tax receivable agreement liability | 754,000 | 754,000 | $ 0 | |||
Noncontrolling Interest [Member] | ||||||
Income tax expense (benefit) | $ 0 | 0 | ||||
BitAccess Inc., and Express Vending, Inc [Member] | ||||||
Income tax expense (benefit) | (700,000) | (100,000) | ||||
Federal income taxe | 0 | 0 | ||||
BitAccess Inc., and Express Vending, Inc [Member] | Canada Revenue Agency [Member] | ||||||
State and local income taxe | 0 | $ 0 | ||||
Tax Receivable Agreement [Member] | ||||||
Tax receivable agreement liability | 800,000 | $ 800,000 | ||||
Tax Receivable Agreement [Member] | BT Hold Co LLC [Member] | ||||||
Tax savings percentage distributable | 85% | |||||
Payable as per tax receivable agreement | $ 800,000 | $ 800,000 |
Share-Based Compensation - Sche
Share-Based Compensation - Schedule of BitAccess Plan Stock Option Activity (Detail) - Bit Access Plan [Member] - $ / shares | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Employee Stock Option [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Options - Beginning balance | 106,938 | 308,253 | |
Options - Granted | 39,600 | 84,380 | |
Options - Exercised | (68,058) | (240,195) | |
Options - Forfeited | 0 | (45,500) | |
Options - End balance | 78,480 | 106,938 | 308,253 |
Options - Vested | 4,167 | 1,719 | |
Weighted-average exercise price - Beginning balance | $ 0.59 | $ 0 | |
Weighted-average exercise price - Granted | 2.86 | 2.86 | |
Weighted-average exercise price - Exercised | 0 | 0 | |
Weighted-average exercise price - Forfeited | 0 | (2.86) | |
Weighted-average exercise price - End balance | 2.86 | 0.59 | $ 0 |
Weighted-average exercise price - Vested | $ 2.86 | $ 2.86 | |
Weighted-average remaining contractual term - Outstanding | 9 years 2 months 15 days | 8 years 8 months 23 days | 9 years 6 months 18 days |
Weighted-average remaining contractual term - Granted | 9 years 9 months 3 days | 9 years 4 months 2 days | |
Weighted-average grant-date fair value - Outstanding | $ 3.09 | $ 4.26 | |
Weighted-average grant-date fair value - Granted | 3.05 | 3.1 | |
Weighted-average grant-date fair value - Exercised | 4.44 | 4.44 | |
Weighted-average grant-date fair value - Forfeited | 0 | (3.1) | |
Weighted-average grant-date fair value - Vested | $ 3.07 | 3.02 | |
Restricted Stock Units (RSUs) [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Weighted-average grant-date fair value - Outstanding | $ 4.26 | $ 4.44 | |
Restricted stock units - Beginning balance | 81,142 | 237,600 | |
Restricted stock units - Exercised | (55,501) | (156,458) | |
Restricted stock units - End balance | 25,641 | 81,142 | 237,600 |
Share-Based Compensation - Addi
Share-Based Compensation - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2023 | Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Bit Access Plan [Member] | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Share-based payment arrangement, expense | $ 0.2 | $ 0.3 | $ 0.4 | $ 0.6 | |
Share-based payment arrangement, nonvested award, cost not yet recognized, amount | $ 0.6 | $ 0.6 | $ 0.6 | ||
Phantom Plan [Member] | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Share-based compensation arrangement by share-based payment award, shares issued in period | 1,200 | ||||
Share-based compensation arrangement by share-based payment award, number of shares available for grant | 15,000 | 15,000 | 15,000 | ||
Deferred compensation share-based arrangements | $ 0.4 | $ 0.4 | $ 0.4 | ||
Percentage of share based compensation liability as part of share based compensation | 50% | 50% | 50% | ||
Employee Stock Option [Member] | Bit Access Plan [Member] | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Share-based compensation arrangement by share-based payment award, award vesting period | 2 years | ||||
Share-based compensation arrangement by share-based payment award, expiration period | 10 years | ||||
Restricted Stock Units (RSUs) [Member] | 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 | ||||
Common Class A [Member] | Incentive Plan [Member] | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Share-based compensation arrangement by share-based payment award, number of shares authorized | 6,029,445 | 6,029,445 | 6,029,445 | ||
Share-based compensation arrangement by share-based payment award, shares issued in period | 500,000 | ||||
Share price | $ 3.23 | $ 3.23 | $ 3.23 | ||
Selling, General and Administrative Expenses [Member] | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Share-based payment arrangement, expense | $ 1.6 | $ 1.6 |
Net Income (loss) per Share - S
Net Income (loss) per Share - Schedule of loss per share and weighted average of common stock outstanding (Detail) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended |
Jun. 30, 2023 | Jun. 30, 2023 | |
Numerator [Abstract] | ||
Net income (loss) attributable to common stockholders - basic | $ (10,699) | $ (10,699) |
Net income (loss) attributable to common stockholders - diluted | $ (10,699) | $ (10,699) |
Denominator [Abstract] | ||
Weighted average common stock outstanding - basic | 16,658,691 | 16,658,691 |
Weighted average common stock outstanding - diluted | 16,658,691 | 16,658,691 |
Earnings per share, basic | $ (0.64) | $ (0.64) |
Earnings per share, diluted | (0.64) | (0.64) |
Bitcoin Depot Inc. [Member] | ||
Denominator [Abstract] | ||
Earnings per share, basic | (0.64) | (0.64) |
Earnings per share, diluted | $ (0.64) | $ (0.64) |
Net Income (loss) per Share -_2
Net Income (loss) per Share - Schedule of securities were not included in the computation of diluted shares outstanding (Detail) | 6 Months Ended |
Jun. 30, 2023 shares | |
PubCo Warrants - Public and Private | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |
Number of securities | 43,848,750 |
PubCo Class E Common Stock - Earnouts Units | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |
Number of securities | 1,075,761 |
BT OpCo Founder Convertible Preferred Units | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |
Number of securities | 2,900,000 |
BT OpCo Exchangeable Non-Controlling Interest | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |
Number of securities | 41,200,000 |
BT OpCo Earnouts Units | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |
Number of securities | 15,000,000 |
BitAccess Stock Options | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |
Number of securities | 104,121 |
Net Income (loss) per Share - A
Net Income (loss) per Share - Additional Information (Detail) $ in Millions | 6 Months Ended |
Jun. 30, 2023 USD ($) | |
Earnings Per Share [Abstract] | |
Net income (loss) post merger | $ (1.6) |
Defined Contribution Plan - Add
Defined Contribution Plan - Additional Information (Detail) - Defined Contribution Plan [Member] - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Defined Contribution Plan Disclosure [Line Items] | ||||
Defined contribution plan, annual limit of eligible compensation percentage | 90% | |||
Defined contribution plan, employer matching contribution, percent of employees gross pay | 50% | |||
Defined contribution plan, employer matching contribution, percent of match | 6% | |||
Defined contribution plan, employer contribution | $ 0.1 | $ 0.1 | $ 0.1 | $ 0.1 |
Significant Vendor - Additional
Significant Vendor - Additional Information (Detail) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended |
Jun. 30, 2022 | Jun. 30, 2022 | |
Disclosure Of Significant Vendor [Line Items] | ||
Purchased software services (excluding depreciation and amortization) | $ 0.8 | $ 1.6 |
Leases - Schedule of Components
Leases - Schedule of Components of Lease Expense (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Finance lease expense: | ||||
Amortization of right-of-use-assets | $ 2,852 | $ 3,687 | $ 4,514 | $ 7,375 |
Interest on lease liabilities | 1,565 | 1,256 | 2,672 | 2,671 |
Total finance lease expense | 4,417 | 4,943 | 7,186 | 10,046 |
Operating lease expense | 57 | 56 | 109 | 115 |
Short-term lease expense | 8,749 | 10,178 | 17,782 | 20,367 |
Total lease expense | 13,223 | 15,177 | 25,077 | 30,528 |
Other information: | ||||
Operating cash flows used for finance leases | (1,565) | (1,256) | (2,672) | (2,670) |
Operating cash flows used for operating leases | (57) | (55) | (114) | (110) |
Financing cash flows used for finance leases | $ (3,547) | $ (4,273) | $ (6,701) | $ (8,376) |
Weighted-average remaining lease term - finance leases | 1 year 10 months 17 days | 2 years 25 days | 1 year 10 months 17 days | 2 years 25 days |
Weighted-average remaining lease term - operating leases | 1 year 11 months 1 day | 2 years 11 months 1 day | 1 year 11 months 1 day | 2 years 11 months 1 day |
Weighted-average discount rate - finance leases | 17.60% | 18.40% | 17.60% | 18.40% |
Weighted-average discount rate - operating leases | 15% | 15% | 15% | 15% |
Leases - Schedule of Maturities
Leases - Schedule of Maturities of Noncancellable Operating Lease Liabilities (Detail) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 | Jan. 01, 2022 |
Lessee, Operating Lease, Liability, to be Paid, Fiscal Year Maturity [Abstract] | |||
2023 (for the remainder of) | $ 114 | ||
2024 | 235 | ||
2025 | 101 | ||
Total undiscounted lease payments | 450 | ||
Less: imputed interest | (56) | ||
Total operating lease liability | 394 | $ 600 | |
Less: operating lease liabilities, current | (232) | $ (228) | |
Operating lease liabilities, net of current portion | $ 162 | $ 247 |
Leases - Schedule of Maturiti_2
Leases - Schedule of Maturities of Noncancellable Finance Lease Liabilities (Detail) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Finance Lease, Liability, to be Paid, Fiscal Year Maturity [Abstract] | ||
2023 (for the remainder of) | $ 9,199 | |
2024 | 7,973 | |
2025 | 1,848 | |
2026 | 726 | |
Total undiscounted lease payments | 19,746 | |
Less: imputed interest | (2,584) | |
Total finance lease liability | 17,162 | |
Less: current installments of obligations under finance leases | (13,125) | $ (18,437) |
Obligations under finance leases, excluding current installments | $ 4,037 | $ 6,140 |
Leases - Additional Information
Leases - Additional Information (Detail) | 6 Months Ended | ||||
Jun. 30, 2023 USD ($) BitcoinMachine | Mar. 31, 2023 USD ($) BitcoinMachine | Jun. 30, 2023 USD ($) | Dec. 31, 2022 USD ($) | Jan. 01, 2022 USD ($) | |
Lessee, Lease, Description [Line Items] | |||||
Operating lease liability | $ 394,000 | $ 394,000 | $ 600,000 | ||
Operating lease right of use assets | 253,000 | 253,000 | $ 302,000 | 400,000 | |
Deferred rent liability | $ 200,000 | ||||
Periodic lease payment | 7,000,000 | ||||
Remeasurement value of finance lease liability | 9,000,000 | ||||
Loss on termination of lease | (1,201,000) | ||||
Undisocunted finance lease payment due | 19,746,000 | 19,746,000 | |||
Finance lease liability | $ 17,162,000 | 17,162,000 | |||
Payable On January 2023 | |||||
Lessee, Lease, Description [Line Items] | |||||
Periodic lease payment | 1,900,000 | ||||
Payable On April 2023 | |||||
Lessee, Lease, Description [Line Items] | |||||
Periodic lease payment | 1,900,000 | ||||
Payable On July 2023 | |||||
Lessee, Lease, Description [Line Items] | |||||
Periodic lease payment | 2,500,000 | ||||
Payable On October 2023 | |||||
Lessee, Lease, Description [Line Items] | |||||
Periodic lease payment | 1,300,000 | ||||
Payable On January 2024 | |||||
Lessee, Lease, Description [Line Items] | |||||
Periodic lease payment | $ 1,300,000 | ||||
Office space leases | |||||
Lessee, Lease, Description [Line Items] | |||||
Lessee finance lease description | The Company has obligations as a lessee for office space under a noncancellable lease arrangement that expires in May 2025, with options to renew up to five years. | ||||
BTM kiosk leases | |||||
Lessee, Lease, Description [Line Items] | |||||
Lessee finance lease description | The Company has obligations as a lessee for BTM kiosks. The leases for the BTM kiosks are classified as finance leases in accordance with Topic 842 that expire on various dates through June 30, 2026. The BTM kiosk lease agreements are for two or three year terms and include various options to either renew the lease, purchase the kiosks or exercise a bargain option to purchase the kiosk at the end of the term. | ||||
Remeasurement value of finance lease asset | $ 8,900,000 | ||||
Number of machines leased | BitcoinMachine | 911 | 689 | |||
Terminated finance lease right of use asset | $ 3,300,000 | $ 2,400,000 | $ 3,300,000 | ||
Terminated finance lease liability | 2,500,000 | 1,900,000 | $ 2,500,000 | ||
Loss on termination of lease | $ 800,000 | $ 500,000 | |||
Finance lease term | 3 years | 3 years | 3 years | ||
Undisocunted finance lease payment due | $ 3,200,000 | $ 2,400,000 | $ 3,200,000 | ||
Purchase price of asset at the end of lease term | 1 | 1 | |||
Finance lease liability | 2,500,000 | 1,900,000 | 2,500,000 | ||
Finance lease right of use asset | $ 2,500,000 | $ 1,900,000 | $ 2,500,000 |
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 | $ 22.3 |
Cash transaction value of business combination | 880 |
Maximum [Member] | |
Loss Contingencies [Line Items] | |
Loss contingency, estimated possible loss | 22.3 |
Minimum [Member] | |
Loss Contingencies [Line Items] | |
Loss contingency, estimated possible loss | $ 0 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Detail) - USD ($) $ in Millions | Jul. 13, 2023 | Aug. 04, 2023 | Jul. 17, 2023 | Jun. 30, 2023 |
Subsequent Event [Line Items] | ||||
Class of warrants or rights outstanding | 43,848,750 | |||
Common Class A [Member] | ||||
Subsequent Event [Line Items] | ||||
Common stock, shares outstanding | 12,358,691 | |||
Subsequent Event [Member] | ||||
Subsequent Event [Line Items] | ||||
Earnout liability paid | $ 2 | |||
Class of warrants or rights outstanding | 43,848,750 | 12,223,750 | ||
Subsequent Event [Member] | Common Class A [Member] | ||||
Subsequent Event [Line Items] | ||||
Common stock, shares outstanding | 83,747,027 | 83,747,027 | ||
Subsequent Event [Member] | Private Placement Warrants [Member] | ||||
Subsequent Event [Line Items] | ||||
Class of warrants or rights outstanding | 12,223,750 | 43,848,750 |