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Private company

Bitcoin Depot Inc.

Finance services company based in Atlanta1

In its 2026 annual report the company says: “Bitcoin Depot owns and operates the largest network of Bitcoin ATMs across North America where customers can buy and sell Bitcoin. Our mobile app includes a buy online feature that connects consumers to a third-party service, Simplex powered by Nuvei, that allows consumers to buy Bitcoin without going to a kiosk or using BDCheckout.”5

Last updated Oct 21, 2026.

Overview

$614.9MRevenue, fiscal 20252
-$6.2MNet income, fiscal 20252
  • IndustryFinance Services1
  • HeadquartersAtlanta, Georgia1
  • Business address3343 Peachtree Road Ne, Suite 750, Atlanta, Ga 303263
  • Filer category, Emerging growth company3

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Bitcoin Depot owns and operates the largest network of Bitcoin ATMs (“BTMs” or, “kiosks”) across North America where customers can buy and sell Bitcoin. Bitcoin Depot helps power the digital economy for users of cash.5 From its latest annual report

Financials

From the company’s reports to the SEC. Every number links to the filing it came from.

Key numbers, fiscal 2025

6.7%Operating margin2
-1.0%Net margin2
7.2%Revenue growth, 20252
-54.1%Return on equity2
5.30×Debt to equity2
$28.5MFree cash flow2

Where the money goes

Where each dollar of revenue went, fiscal 2025

  • Selling, general and admin10¢$64.4M
  • Other costs89¢$548.1M
  • Income tax0¢$2.3M

Out of $614.9M in revenue.2 The company lost money this year.

Where each dollar of operating cash went, fiscal 2025

  • Capital spending16¢$5.5M
  • Dividends paid30¢$10.1M
  • Kept or used elsewhere54¢$18.4M

Out of $34.0M of cash from operations.2

Financial statements

Revenue672$614.9M in 2025−5% since 2022
0$200.0M$400.0M$600.0M$800.0M2022: $646.8M$646.8M20222023: $689.0M$689.0M2023+7%2024: $573.7M$573.7M2024−17%2025: $614.9M$614.9M2025+7%
Operating income672$41.2M in 2025+149% since 2022
0$20.0M$40.0M$60.0M2022: $16.5M$16.5M20222023: $30.5M$30.5M2023+84%2024: $24.2M$24.2M2024−21%2025: $41.2M$41.2M2025+70%
Net income672-$6.2M in 2025
-$30.0M-$20.0M-$10.0M02022: $0$020222023: -$26.1M-$26.1M20232024: -$11.7M-$11.7M2024−55%2025: -$6.2M-$6.2M2025−47%
Fiscal year20212022202320242025
Revenue$646.8M6$689.0M7$573.7M2$614.9M2
Selling, general and admin$37.0M6$57.8M7$57.2M2$64.4M2
Operating expenses$55.8M6$70.6M7$67.2M2$72.1M2
Operating income$16.5M6$30.5M7$24.2M2$41.2M2
Income before tax$3.9M6$1.5M7$10.0M2$7.0M2
Income tax$395.0K6$49.0K7$2.1M2$2.3M2
Net income$06-$26.1M7-$11.7M2-$6.2M2
Earnings per share-$1.577-$4.212-$0.862
Earnings per share (diluted)-$1.577-$4.212-$0.862
Shares (weighted, basic)16.7M shares72.8M shares27.1M shares2
Shares (weighted, diluted)16.7M shares72.8M shares27.1M shares2

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Corporate structure

Bitcoin Depot Inc. sits at the top of its group. 16 entities, 8 countries on record. Switch between the flow chart and the network, and select any entity to see its details.

Major holders of Bitcoin Depot Inc.

  • Bitcoin Depot Inc. Atlanta, Georgia
    • Aus BTM Pty Ltd Subsidiary · Australia
    • BCD Merger Sub LLC. Subsidiary · Delaware, United States
    • BitAccess, Inc. Subsidiary · Canada
    • Bitcoin Depot Operating LLC Subsidiary · Delaware, United States
    • Bitcoin Depot S. de R.L. de C.V. Subsidiary · Mexico
    • Brazil BTM Limitada Subsidiary · Brazil
    • BT Holdco LLC Subsidiary · Delaware, United States
    • BTM Solutions India Private Limited Subsidiary · India
    • Digital Gold Ventures, Inc. Subsidiary · Canada
    • Express Vending, Inc. Subsidiary · Canada
    • HK BTM Limited Subsidiary · Hong Kong
    • Intuitive Software, LLC Subsidiary · Canada
    • Kiosk Holdco LLC Subsidiary · Delaware, United States
    • Mintz Assets, Inc. Subsidiary · Georgia, United States
    • UK BTM Limited Subsidiary · United Kingdom

Built from subsidiaries listed in Exhibit 21 of annual reports filed with the SEC; major holders from Schedules 13D and 13G. Each entity in the chart links to its source.

What it owns

What Bitcoin Depot Inc. reports owning in its annual reports to the SEC: buildings, land and equipment, real estate and locations, investments, intangible assets and inventory, at the end of its latest fiscal year and a year before.

Property and equipment

ItemLatestA year beforeChange
Furniture and fixtures$635.0K2 Dec 31, 2025$635.0K2 Dec 31, 20240%
Leasehold improvements$172.0K2 Dec 31, 2025$172.0K2 Dec 31, 20240%
Operating-lease assets (leased space)$2.9M2 Dec 31, 2025$2.6M2 Dec 31, 2024+12.4%

Investments

ItemLatestA year beforeChange
Cash and cash equivalents$65.6M2 Dec 31, 2025$29.5M2 Dec 31, 2024+122.7%

Intangibles and goodwill

ItemLatestA year beforeChange
Goodwill$8.7M2 Dec 31, 2025$8.7M2 Dec 31, 20240%
Finite-lived intangibles, gross$7.6M2 Dec 31, 2025$7.6M2 Dec 31, 20240%
Accumulated amortization$6.8M2 Dec 31, 2025$5.3M2 Dec 31, 2024+28.8%
Finite-lived intangibles, net$804.0K2 Dec 31, 2025$2.3M2 Dec 31, 2024−65.3%

Properties, in its own words

Our principal executive offices and headquarters are located in leased premises at 8601 Dunwoody Place, Sandy Springs, Georgia 30350, consisting of approximately 5,406 square feet. We also lease office space in Canada, located at 267 Richmond Rd, 3rd Fl., Ottawa, Ontario K1Z 6X3, consisting of approximately 1,000 square feet. We believe that these facilities are suitable to meet our needs.

Item 2 of the 10-K filed Mar 18, 2026.5

Leadership

Who has led Bitcoin Depot Inc., and when. Pick a name to see everywhere that person has worked.

Chief executive

  1. Gus Garcia2022–2023
  2. Lewis Silberman2022–2023
  3. Brandon Taylor Mintz2024–2026
  4. Christopher Scott Buchanan2026–now

President

  1. Anantha Ramamurti2022–2023
  2. Christopher Scott Buchanan2025–now

Chief financial officer

  1. Joseph M. Tonnos2022–2023
  2. Glen S. Leibowitz2023–2024

Chief operating officer

  1. Christopher Scott Buchanan2023–2025
  2. Elizabeth Ann Simer2025–now
2025
Board members and other officers (19)

Subsidiaries and ownership

Subsidiaries (Exhibit 21)

  • Aus BTM Pty Ltd Australia4
  • BCD Merger Sub LLC. Delaware4
  • BT Holdco LLC Delaware4
  • BTM Solutions India Private Limited India4
  • BitAccess, Inc. Canada4
  • Bitcoin Depot Operating LLC Delaware4
  • Bitcoin Depot S. de R.L. de C.V. Mexico4
  • Brazil BTM Limitada Brazil4
  • Digital Gold Ventures, Inc. Canada4
  • Express Vending, Inc. Canada4
  • HK BTM Limited Hong Kong4
  • Intuitive Software, LLC Canada4
  • Kiosk Holdco LLC Delaware4
  • Mintz Assets, Inc. Georgia4
  • UK BTM Limited United Kingdom4

The subsidiaries the company lists in Exhibit 21 of its annual report, as filed.

Former names

  • GSR II Meteora Acquisition Corp.Jan 7, 2022 to Jun 30, 20233
  • GLA II Meteora Acquisition Corp.Jan 3, 2022 to Jan 3, 20223

Timeline

  1. May 19, 20268-K Listing notice or transfer36
  2. May 18, 20268-K Bankruptcy or receivership; Debt or obligation accelerated; Executive or director change37
  3. May 12, 20268-K Results of operations; Executive or director change38
  4. Apr 8, 20268-K Cybersecurity incident39
  5. Mar 31, 20268-K Executive or director change40
  6. Mar 24, 20268-K Executive or director change; Regulation FD disclosure41
  7. Mar 17, 20268-K Executive or director change42
  8. Mar 16, 20268-K Results of operations43
  9. Feb 19, 20268-K Change to shareholders' rights; Bylaws or fiscal year changed; Regulation FD disclosure44
  10. Jan 13, 20268-K Shareholder vote45
  11. Jan 9, 2026New chief executive Christopher Scott Buchanan becomes CEO12
  12. Dec 29, 20258-K Entered a material agreement; New debt or obligation46
  13. Dec 18, 20258-K Shareholder vote47
  14. Oct 3, 2024New chief executive Brandon Taylor Mintz becomes CEO13
  15. Feb 24, 2022New chief executive Lewis Silberman becomes CEO15
  16. Feb 24, 2022New chief executive Gus Garcia becomes CEO14

Calendar

When it reported results

  1. May 12, 2026Reported quarterly or annual results38
  2. Mar 16, 2026Reported quarterly or annual results43
  3. Nov 13, 2025Reported quarterly or annual results48
  4. Oct 1, 2025Reported quarterly or annual results49
  5. Aug 12, 2025Reported quarterly or annual results50
  6. May 15, 2025Reported quarterly or annual results51
  7. Mar 18, 2025Reported quarterly or annual results52
  8. Jan 21, 2025Reported quarterly or annual results53

Upcoming dates from Nasdaq's calendar; past results from the company's 8-K filings (Item 2.02). The full markets calendar

Filings

377 filings to the SEC since October 2021: 5 annual reports, 13 quarterly reports, 87 major events, 116 insider forms, 54 large holders, 102 other. The latest 20:

  1. Aug 17, 2026SCHEDULE 13G/A EDGAR
  2. Jul 10, 2026SCHEDULE 13G/A EDGAR
  3. May 19, 20268-K EDGAR
  4. May 18, 20268-K EDGAR
  5. May 15, 2026SCHEDULE 13G/A EDGAR
  6. May 15, 2026SCHEDULE 13G EDGAR
  7. May 12, 20268-K EDGAR
  8. May 12, 2026NT 10-Q EDGAR
  9. Apr 21, 20264 EDGAR
  10. Apr 21, 20264 EDGAR
  11. Apr 21, 20264 EDGAR
  12. Apr 20, 20263 EDGAR
  13. Apr 13, 2026424B3 EDGAR
  14. Apr 10, 2026EFFECT EDGAR
  15. Apr 10, 2026S-1/A EDGAR
  16. Apr 8, 20268-K EDGAR
  17. Apr 7, 2026CORRESP EDGAR
  18. Apr 6, 2026UPLOAD EDGAR
  19. Apr 3, 20264 EDGAR
  20. Apr 3, 20264 EDGAR

The 377 filings since October 2021 can be filtered by form type and year here when JavaScript is on.

Every filing from the last five years, summarized. The full record is on SEC EDGAR.

Insider trades

80 open-market trades by officers, directors and large owners since October 2021: 3 buys and 77 sales. Grants, option exercises and gifts are left out.

DateWhoTradeSharesPriceValueFiling
Feb 2, 2026Buchanan Christopher ScottChief Executive OfficerSale7,000$1.02$7.1KForm 4
Jan 7, 2026Buchanan Christopher ScottChief Executive OfficerSale7,000$1.29$9.0KForm 4
Dec 1, 2025Buchanan Christopher ScottChief Executive OfficerSale7,000$1.42$9.9KForm 4
Nov 5, 2025Mintz Brandon TaylorDirectorSale168,967$2.70$456.2KForm 4
Nov 4, 2025Mintz Brandon TaylorDirectorSale88,559$2.49$220.5KForm 4
Nov 3, 2025Buchanan Christopher ScottChief Executive OfficerSale7,000$2.70$18.9KForm 4
Nov 3, 2025Buchanan Christopher ScottChief Executive OfficerSale7,000$2.70$18.9KForm 4
Nov 3, 2025Mintz Brandon TaylorDirectorSale92,210$2.57$237.0KForm 4
Oct 8, 2025Mintz Brandon TaylorDirectorSale425,813$3.35$1.4MForm 4
Oct 7, 2025Mintz Brandon TaylorDirectorSale878,213$3.49$3.1MForm 4
Oct 6, 2025Mintz Brandon TaylorDirectorSale436,498$4.41$1.9MForm 4
Oct 3, 2025Buchanan Christopher ScottChief Executive OfficerSale7,000$3.82$26.7KForm 4
Oct 3, 2025Mintz Brandon TaylorDirectorSale189,896$3.83$727.3KForm 4
Oct 2, 2025Mintz Brandon TaylorDirectorSale197,954$3.85$762.1KForm 4
Oct 1, 2025Mintz Brandon TaylorDirectorSale454,882$3.89$1.8MForm 4
Sep 22, 2025Mintz Brandon TaylorDirectorSale71,293$3.64$259.5KForm 4
Sep 19, 2025Mintz Brandon TaylorDirectorSale84,852$3.75$318.2KForm 4
Sep 18, 2025Mintz Brandon TaylorDirectorSale69,785$3.90$272.2KForm 4
Sep 9, 2025Mintz Brandon TaylorDirectorSale188,000$3.66$688.1KForm 4
Sep 8, 2025Mintz Brandon TaylorDirectorSale68,116$3.63$247.3KForm 4

All 80 trades can be filtered by person here when JavaScript is on.

From Forms 4 filed with the SEC.

Major holders

Investors who own more than 5% of the shares must tell the SEC: a 13D if they may seek to influence the company, a 13G if they hold passively.

Executive pay

What the company paid its top executives, from the summary compensation table in its proxy statement. Total pay includes salary, bonus, stock and option awards and other pay, as the company valued them.

YearExecutiveAgeSalaryTotal pay
2024Brandon Mintz . . . . . . . . . . . . . . . . . . . .31$894.2K$1.7M76
2024Scott Buchanan . . . . . . . . . . . . . . . . . . .34$342.5K$1.3M76
2023Chairman and Chief Executive Officer$688.2K$2.2M76

SEC filer profile

How Bitcoin Depot Inc. is registered with the Securities and Exchange Commission, from its EDGAR record and the cover page of its latest annual report.

  • Name on EDGARBitcoin Depot Inc.1
  • CIK0001901799
  • Employer ID (EIN)87-32190295
  • Filer statusAccelerated filer an emerging growth company; a smaller reporting company; not a shell company5
  • Incorporated inDelaware5
  • Fiscal year endsDecember 311
  • Industry code (SIC)6199 Finance Services1
  • SEC reviewing officeOffice of Crypto Assets, Division of Corporation Finance1
  • Business address3343 Peachtree Road Ne, Suite 750, Atlanta, GA 303261
  • Mailing address2870 Peachtree Road, #327, Atlanta, GA 303051
  • Phone678-435-96041
  • Shares outstanding5,722,398 Common Class A shares; 5,406,586 Class M Common Stock shares as of Mar 12, 20265
  • Public float$114.0M as of Jun 30, 20255
  • AuditorWolf & Company, P.C., Boston, Massachusetts PCAOB ID 392; no auditor attestation of internal control over financial reporting5
  • On EDGAR sinceJan 3, 20221
  • Filings379 in all: 8-K (86), 4 (83), 3 (27), SCHEDULE 13G/A (22), CORRESP (16), SC 13G (15), DEFA14A (14), UPLOAD (13)1
    All 44 form types

    10-Q (12), 424B3 (9), SC 13G/A (9), EFFECT (7), SCHEDULE 13G (7), 424B5 (5), PRER14A (5), 10-K (4), 4/A (4), S-1/A (4), DEF 14A (3), NT 10-Q (3), S-1 (3), 3/A (2), DEFM14A (2), NT 10-K (2), POS AM (2), S-3 (2), 10-K/A (1), 10-Q/A (1), 25-NSE (1), 25-NSE/A (1), 424B4 (1), 424B7 (1), 425 (1), 8-A12B (1), 8-K/A (1), CERT (1), DEF 14C (1), PRE 14A (1), PRE 14C (1), PREM14A (1), RW (1), RW WD (1), S-8 (1), SCHEDULE 13D (1)

  • Latest filingsAnnual report (10-K) Mar 18, 2026
    Quarterly report (10-Q) Nov 13, 2025
    Proxy statement (DEF 14A) Nov 25, 2025
    Latest 8-K (8-K) May 19, 2026

Securities registered for trading

ClassSymbolExchange
Class A common stock, par value $0.0001 per shareBTMThe NASDAQ Stock Market LLC
Warrants, each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50 per shareBTMWWThe NASDAQ Stock Market LLC

From the cover page of the 10-K filed Mar 18, 2026 (Section 12(b) of the Exchange Act).5

Risk factors and legal proceedings

The risks Bitcoin Depot Inc. names in Item 1A of its 10-K filed Mar 18, 2026: 68 risks under these headings, as written.5

  • Risks Related to our Business and Industry
  • Risks Related to Government Regulation and Privacy Matters
  • Our total revenue is substantially dependent on the price and volume of transactions conducted by our customers. If either declines, our business would be adversely affected. Furthermore, our transaction volume may be partially dependent on the prices of Bitcoin we sell, which can be volatile. If such prices decline, the volume of user transactions could decrease and our business, operating results, and financial condition would be adversely affected.
  • Our long-term success depends on our ability to develop new and innovative products and services to address and keep pace with the rapidly evolving market for payments and financial services, and, if we are not able to implement successful enhancements and new features for our products and services, our business, operating results and financial condition could be materially and adversely affected.
  • Our risk management efforts may not be effective, which could expose us to losses and liability and otherwise harm our business.
  • We obtain and process a large amount of sensitive user data. Any real or perceived improper use of, disclosure of, or access to such data could harm our reputation, as well as have an adverse effect on our business.
  • We face intense competition, and if we are unable to continue to compete effectively for any reason, our business, financial condition, and results of operations could be adversely affected.
  • Converting cash into cryptocurrency (and vice versa) involves risks, which could result in loss of user assets, user disputes and other liabilities, which could adversely impact our business.
  • Disputes with our users could adversely impact our brand and reputation and our business, operating results, and financial condition.
  • There are a number of risks associated with our non-U.S. operations that could adversely affect our business.
  • From time to time, it is reported to us that our products and services are exploited to facilitate illegal activity such as fraud, scams, drug trafficking, money laundering, and tax evasion. If any of our users use our business to further such illegal activities, our business could be adversely affected.
  • If we fail to retain existing users or add new users, or if our users decrease their level of engagement with our products and services, our business, operating results, and financial condition may be significantly harmed.
The other 58 risks
  • Our products and services are from time to time negatively characterized by consumer advocacy groups, the media or certain federal, state and local government officials, and if those negative characterizations result in restrictions on the fees we charge to users or become increasingly accepted by current or potential new users and/or our retail partners, our reputation could be significantly impacted, all of which could materially and adversely impact our business.
  • Our strategy and focus on delivering high-quality, compliant, easy-to-use, and secure Bitcoin-related services may not maximize short-term or medium-term financial results.
  • Any significant disruption in our kiosks or software, information or operational technology systems, or any of the blockchain networks related to our business, could result in a loss of users or funds and adversely impact our brand and reputation and our business, operating results, and financial condition.
  • Banks and financial institutions may not provide banking services, or may cut off services, to businesses that engage in Bitcoin and/or other cryptocurrency-related activities, or accept Bitcoin as payment, including financial institutions of investors in our securities, and we may be exposed to counterparty risk as a result.
  • Due to unfamiliarity and some negative publicity associated with cryptocurrency-related businesses, existing and potential users may lose confidence in cryptocurrency-related products and services, which could negatively affect our business.
  • We have entered into, and may in the future enter into, acquisitions, strategic investments, partnerships or relationships, entries into new businesses, joint ventures, divestitures, and other transactions which could fail to achieve strategic objectives, disrupt our ongoing operations or result in operating difficulties, divert the attention of management, liabilities and expenses, harm our business, and negatively impact our results of operations.
  • Our business could be harmed if we are unable to accurately forecast demand for Bitcoin and to adequately manage our Bitcoin balances and kiosk inventory.
  • Cryptocurrency balances, including the cryptocurrency balances we maintain for our own account or cryptocurrency balances that may be maintained for us, and any investments in cryptocurrency, is subject to volatile market prices, impairment, and other risks of loss.
  • Our failure to safeguard and manage our third-party operators' crypto assets could adversely impact our business, operating results, and financial condition.
  • Cybersecurity threats continue to increase in frequency and sophistication; a successful cybersecurity attack could interrupt or disrupt our information or operational technology systems or cause the loss of confidential or protected data which could disrupt our business, force us to incur excessive costs, cause reputational harm and adversely affect our business.
  • Litigation or investigations involving us, our agents or other contractual counterparties could result in material settlements, fines or penalties and may adversely affect our business, financial condition and results of operations.
  • Major bank failure or sustained financial market illiquidity, or illiquidity at our clearing, cash management and custodial financial institutions, could adversely affect our business, financial condition and results of operations.
  • Our recent rapid growth, including in our transaction volume, may not be indicative of our future growth. Our rapid growth also makes it difficult to evaluate our future prospects and may increase the risk that we will not be successful.
  • The further development and acceptance of cryptocurrency networks and other cryptocurrencies, which represent a new and rapidly changing industry, are subject to a variety of factors that are difficult to predict and evaluate. The slowing or stopping of the development or acceptance of digital asset systems may adversely affect an investment in us.
  • Adverse developments affecting the financial services industry, such as actual events or concerns involving liquidity, defaults, or non-performance by financial institutions or transactional counterparties, could adversely affect our current and projected business operations, our financial condition, and results of operations.
  • If we are unable to adequately protect our brands and the intellectual property rights related to our existing and any new or enhanced products and services, or if we infringe on the rights of others, our business, prospects, financial condition, and results of operations could be adversely affected.
  • BitAccess provides operating software to third-party BTM operators to run their machines, which could lead to access to information about the operations of our competitors, giving us an anti-competitive advantage that could result in a higher risk of litigation if sufficient controls are not in place.
  • We are subject to economic and geopolitical risk, business cycles, and the overall level of consumer, business and government spending, which could negatively affect our business, financial condition, results of operations, and cash flows.
  • We depend on major mobile operating systems and third-party platforms. If Google Play, the Apple App Store, or other platforms prevent users from downloading our mobile app, our ability to grow may be adversely affected.
  • If miners or validators of Bitcoin demand high transaction fees, our operating results may be adversely affected.
  • We rely on search engines, social networking sites, and other web-based platforms to attract a meaningful portion of our users, and if those search engines, social networking sites and other web-based platforms change their listings or policies regarding advertising, or increase their pricing or suffer problems, it may limit our ability to attract new users.
  • The nature of our business requires the application of complex financial accounting rules. If financial accounting standards undergo significant changes, our operating results could be adversely affected.
  • Any failure to obtain or maintain necessary money transmission registrations and licenses could adversely affect our operations.
  • We are subject to an extensive and highly evolving regulatory landscape and any adverse changes to, or our failure to comply with, any laws, rules, and regulations could adversely affect our brand, reputation, business, operating results, and financial condition.
  • It may become illegal to acquire, own, hold, sell, or use Bitcoin or other cryptocurrencies, participate in blockchains or utilize cryptocurrencies in other countries, which would adversely affect us.
  • The theft, loss, or destruction of private keys required to access any Bitcoin may be irreversible. If we are unable to access our private keys or if we experience a hack or other data loss relating to our ability to access any Bitcoin, it could cause regulatory scrutiny, reputational harm, and other losses.
  • The digital financial system is novel. As a result, policymakers are just beginning to consider what a regulatory regime for cryptocurrencies should look like and the elements that would serve as the foundation for such a regime. If we are unable to effectively react to future proposed legislation and regulation of cryptocurrencies or cryptocurrency businesses, our business, operating results, and financial condition could be adversely affected.
  • Our obligations to comply with the laws, rules, regulations, and policies of a variety of jurisdictions may increase and we may be subject to inquiries, investigations, and enforcement actions by U.S. and non-U.S. regulators and governmental authorities, including those related to drug trafficking, sanctions, export control, anti-corruption, and anti-money laundering.
  • Complex and evolving U.S. and international laws, rules and regulation regarding privacy and data protection could result in claims, changes to our business practices, penalties, increased cost of operations, or otherwise harm our business.
  • We are subject to compliance with applicable anti-money laundering laws and anti-corruption laws, including the U.S. Foreign Corrupt Practices Act of 1977 and numerous related laws and regulations. Failure to comply with these laws could result in material settlements, fines, penalties, and increased operating costs, all of which may adversely affect our business, financial condition and results of operations.
  • Future developments in tax laws or regulations, including regarding the treatment and reporting of cryptocurrencies for U.S. and foreign tax purposes, could adversely impact our tax expense and liabilities, reporting obligations, liquidity, and business.
  • Changing environmental and safety regulations, many of which we are subject to, including those regarding climate change, coupled with investors’ expectations of our performance relating to sustainability may impose additional costs and expose us to new risks.
  • Risks Related to Third Parties
  • We currently rely on third-party service providers and their systems for certain aspects of our operations, and any interruptions in services provided by these third parties may impair our ability to support our users.
  • Many of our kiosks and key components to these kiosks are procured from a single or limited number of suppliers. Thus, we are at risk of shortage, price increases, tariffs, changes, delay, or discontinuation of these kiosks or components, which could disrupt and materially and adversely affect our business.
  • A substantial portion of our kiosks are placed with a small number of retailers today. The expiration, termination or renegotiation of any of these contracts with our top retail partners or if one or more of our top retail partners were to cease doing business with us or substantially reduce its dealings with us, could cause our revenues to decline significantly and our business, financial condition and results of operations could be adversely impacted.
  • Risks Related to our Management and Employees
  • Our management team has limited experience managing a public company.
  • The loss of one or more of our key personnel, or our failure to attract and retain other highly qualified personnel in the future, could adversely impact our business, operating results, and financial condition.
  • Our officers, directors, employees, and large stockholders may encounter potential conflicts of interests with respect to their positions or interests in cryptocurrencies, entities, and other initiatives and digital asset-related businesses, which could adversely affect our business and reputation.
  • Risks Related to our Organizational Structure
  • We are a “controlled company” within the meaning of the Nasdaq rules and, as a result, we qualify for, and currently and may in the future rely on, certain exemptions from Nasdaq’s corporate governance requirements. As such, you may not have the same protections afforded to stockholders of companies that are subject to such requirements.
  • Brandon Mintz and his affiliates own a substantial majority of the common stock and have the right to appoint a majority of our board members, and his interests may conflict with those of other stockholders.
  • Risks Related to our Indebtedness
  • We are party to debt agreements (and we may in the future become party to new debt agreements) that could restrict our operations and impair our financial condition. The agreements governing our indebtedness will impose restrictions on us that limit the discretion of management in operating our business and that, in turn, could impair our ability to meet our obligations under our debt.
  • Risks Related to Ownership of Our Securities
  • The market price of our Class A common stock may be volatile, and could decline significantly and rapidly. Market volatility may affect the value of an investment in our Class A common stock and could subject us to litigation.
  • An active, liquid trading market for our Class A common stock may not develop or be sustained, which may adversely affect the value of our Class A common stock.
  • The class structure of our common stock has the effect of concentrating voting control within Brandon Mintz and his affiliates, which limits or precludes your ability to influence corporate matters.
  • We are not obligated to, and do not intend to pay dividends on any class of our common stock for the foreseeable future. Our ability to pay dividends to our stockholders will be subject to the discretion of our board of directors and may be limited by our holding company structure, our financing arrangements and applicable provisions of Delaware law.
  • Our Amended and Restated Charter contains an exclusive forum provision for certain claims, which could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers or employees.
  • Anti-takeover provisions contained in our Amended and Restated Charter, our Amended and Restated Bylaws and provisions of Delaware law could impair a takeover attempt.
  • Future sales of Class A common stock in the public market, or the perception that any such sales may occur, could cause the market price of Class A common stock to drop significantly, even if our business is doing well, and any additional capital raised by us through the sale of equity or convertible securities may dilute your ownership in us.
  • SEC regulations limit the amount of funds we can raise during any 12-month period pursuant to shelf registration statements on Form S-3.
  • Warrants will become exercisable for Class A common stock, which would increase the number of shares eligible for future resale in the public market and result in further dilution to our stockholders.
  • The Warrants may not be “in the money” or expire worthless, and we may redeem unexpired Public Warrants prior to their exercise at a time that is disadvantageous to you, thereby making your Public Warrants worthless.
  • We may issue preferred stock whose terms could adversely affect the voting power or value of the Class A common stock.
  • General Risk Factors
  • Adverse economic conditions may adversely affect our business.
  • We may be adversely affected by natural disasters, pandemics, and other catastrophic events, and by man-made problems such as geopolitical conflicts and terrorism, that could disrupt our business operations, and our business continuity and disaster recovery plans may not adequately protect us from a serious disaster.
  • The requirements of being a public company, including maintaining adequate internal control over our financial reporting in accordance with Section 404 of the Sarbanes-Oxley Act, may strain our resources, divert management’s attention, and affect our ability to attract and retain executive management and qualified board members.
  • For as long as we are an emerging growth company, we will not be required to comply with certain reporting requirements, including those relating to accounting standards and disclosure about our executive compensation, that apply to other public companies.
  • We might require additional capital to support business growth, and this capital might not be available.
  • Key business metrics and other estimates are subject to inherent challenges in measurement, and our business, operating results, and financial condition could be adversely affected by real or perceived inaccuracies in those metrics.

Legal proceedings

Note 21 – Commitments and Contingencies to our consolidated financial statements for the year ended December 31, 2025 contained in this Annual Report on Form 10-K includes information on legal proceedings that constitute material contingencies for financial reporting purposes that could have a material adverse effect on our consolidated financial position, liquidity or results of operations if they were resolved in a manner that is adverse to us.

The opening of Item 3, Legal Proceedings.5

Sources

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