Operations and Locations - As of June 30, 2024, Bitcoin Depot operates approximately 8,068 Bitcoin ATMs (BTMs) across North America, with 7,441 retail locations accepting the BDCheckout product[259]. - Bitcoin Depot's largest BTM deployment is with Circle K, with approximately 1,200 BTMs installed in their stores as of June 30, 2024[261]. - The number of BDCheckout locations increased to 7,441 as of June 30, 2024, compared to 5,195 in the same period of 2023[270]. - The company activated approximately 1,000 additional kiosks during the three months ended June 30, 2024, following the reinstallation of kiosks in early 2024[289]. - The company had no open purchase orders for kiosks as of June 30, 2024[346]. Financial Performance - Revenue for the six months ended June 30, 2024, was $301.6 million, representing an 8.2% decline compared to $361.1 million for the same period in 2023, despite Bitcoin's market price increasing by 105%[262]. - Revenue decreased by $34.4 million, or 17.4%, for the three months ended June 30, 2024, compared to the same period in 2023, primarily due to decreases in kiosk transaction revenue[289]. - Revenue decreased by $59.5 million, or 16.5%, for the six months ended June 30, 2024, compared to the same period in 2023, primarily due to a decrease in kiosk transaction revenue[304]. - The company reported revenue of $163.1 million for the three months ended June 30, 2024, down from $197.5 million in the same period of 2023[331]. - Adjusted Gross Profit for the six months ended June 30, 2024, was approximately $43.6 million, compared to $52.5 million for the same period in 2023[331]. - Adjusted EBITDA for the three months ended June 30, 2024, was $12.7 million, compared to $19.8 million in the same period of 2023[335]. Transaction Metrics - The median kiosk transaction size increased to $230 for the three months ended June 30, 2024, up from $200 in the same period of 2023[270]. - The average returning user transaction count decreased to 7.1 for the twelve months ending June 30, 2024, down from 9.2 in the same period of 2023[272]. - Approximately 99.9% of total transaction volume was attributable to Bitcoin transactions, which accounted for 100% of transaction volumes as of the report date[326]. Revenue and Cost Changes - Kiosk transaction revenue decreased by $34.6 million, or 17.6%, for the three months ended June 30, 2024, attributed to a decrease in the number of users and transaction volume, with California's daily transaction limits accounting for approximately 50% of the revenue decline[291]. - Cost of revenue (excluding depreciation and amortization) decreased by $30.5 million, or 18.3%, for the three months ended June 30, 2024, primarily due to a decrease in transaction volume and regulatory changes in California[295]. - Cryptocurrency expenses decreased by $31.4 million, or 20.5%, for the three months ended June 30, 2024, compared to the same period in 2023, mainly due to lower transaction volume[297]. - Selling, general and administrative expenses increased by $2.4 million, or 8.8%, for the six months ended June 30, 2024, driven by higher payroll costs from an increase in headcount from 105 to 136[319]. - Total operating expenses increased by $2.0 million, or 6.0%, for the six months ended June 30, 2024, compared to the same period in 2023[303]. Income and Net Profit - Income from operations was $7.6 million for the three months ended June 30, 2024, down $2.9 million, or 28.0%, from $10.6 million in the same period in 2023[288]. - Net income for the three months ended June 30, 2024, was $4.4 million, compared to a net loss of $4.0 million in the same period in 2023, representing an increase of $8.4 million[288]. - Net income for the six months ended June 30, 2024, was $122, a decrease of $1,953, or 94.1%, compared to the same period in 2023[303]. - Net income attributable to Bitcoin Depot Inc. showed a loss during the six months ended June 30, 2024, due to losses allocated under the HLBV methodology and direct legal expenses[323]. Cash Flow and Financing - For the six months ended June 30, 2024, cash provided by operating activities was $11.475 million, a decrease of $15.124 million compared to $26.599 million in the same period of 2023[342]. - Net cash used in investing activities was $3.190 million for the six months ended June 30, 2024, a decrease of $3.172 million compared to $18 million in the same period of 2023[344]. - Net cash provided by financing activities increased by $42.6 million for the six months ended June 30, 2024, compared to the same period in 2023, primarily due to a $20.4 million increase in proceeds from notes payable[345]. - The company refinanced $20.8 million of its credit agreement with an annual interest rate of 17%, requiring monthly interest payments and fixed principal payments every six months[337]. - On March 26, 2024, the company amended its credit agreement to provide an additional $15.7 million in principal financing, increasing the total term loan facility to $35.6 million[340]. Regulatory and Market Risks - New regulations in California, effective July 1, 2025, impose a daily limit of $1,000 on transactions at crypto kiosks, which may negatively impact revenue in the state[266]. - The company is exposed to market risk from changes in foreign currency exchange rates and interest rates, managed through normal operating and financing activities[361]. - The company is assessing the impacts of recently issued accounting standards on its consolidated financial statements, including ASU 2023-06 and ASU 2023-07[357][358]. - 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[351].

Business Operations - As of March 31, 2024, Bitcoin Depot operates approximately 7,100 Bitcoin ATMs across North America, maintaining a leading position in the cash-to-Bitcoin BTM market [222]. - The number of installed kiosks increased to 7,061 as of March 31, 2024, up from 6,334 in the previous year [233]. - Bitcoin Depot's largest BTM deployment is with Circle K, with approximately 1,300 kiosks installed in their stores as of March 31, 2024 [224]. - The company has expanded its BDCheckout product to approximately 6,700 retail locations as of March 31, 2024 [222]. - The company currently supports Bitcoin purchases from users at only 28 kiosks, which is less than 1.0% of the total kiosks [244]. - The company has no open purchase orders for kiosks as of March 31, 2024 [294]. Financial Performance - Revenue for the three months ended March 31, 2024, was $138.5 million, a 1.2% increase compared to $136.7 million for the same period in 2023, despite Bitcoin's market price increasing by 150% during that time [225]. - Revenue for the three months ended March 31, 2024, decreased by $25.1 million, or 15.3%, compared to the same period in 2023, primarily due to a decrease in kiosk transaction revenue [253]. - Kiosk transaction revenue decreased by $25.2 million, or 15.5%, for the three months ended March 31, 2024, attributed to a decrease in the number of users and transaction volume, with regulatory changes in California accounting for approximately 50% of the revenue decline [257]. - Adjusted Gross Profit for the three months ended March 31, 2024, was $17.252 million, down from $22.303 million in the same period in 2023 [282]. - Adjusted EBITDA for the three months ended March 31, 2024, was $4.885 million, compared to $13.633 million for the same period in 2023 [287]. - The company reported a net loss of approximately $4.2 million during the three months ended March 31, 2024 [273]. - Net loss for the three months ended March 31, 2024, was $4.2 million, compared to a net income of $6.1 million for the same period in 2023, representing a decline of $10.3 million [252]. Expenses - The cost of revenue (excluding depreciation and amortization) decreased by $20.0 million, or 14.2%, for the three months ended March 31, 2024, primarily due to a decrease in transaction volume and regulatory changes [260]. - Cryptocurrency expenses decreased by $19.2 million, or 15.0%, for the three months ended March 31, 2024, compared to the same period in 2023, mainly due to lower transaction volume [262]. - Operating expenses increased by $2.9 million, or 21.4%, for the three months ended March 31, 2024, compared to the same period in 2023, driven by higher selling, general, and administrative expenses [252]. - Selling, general and administrative expenses increased by $2.8 million, or 25.6%, for the three months ended March 31, 2024, due to higher payroll costs from an increase in headcount from 92 to 138 [268]. - Other expenses increased by approximately $1.9 million, or 57.8%, for the three months ended March 31, 2024, primarily due to increased interest expense [269]. - Floorspace lease expenses decreased by $0.5 million, or 5.5%, for the three months ended March 31, 2024, compared to the same period in 2023 [266]. - Kiosk operations costs decreased by $0.3 million, or 6.9%, for the three months ended March 31, 2024, compared to the same period in 2023 [267]. Regulatory Impact - New regulations in California will limit the amount of funds that can be accepted or dispensed at crypto kiosks to $1,000 per day starting January 1, 2024, which may impact revenue [229]. - The company assesses legal contingencies and records estimates of probable losses when they can be reasonably estimated [297]. - The company believes that adequate provisions for resolution of all contingencies and claims have been made for probable losses that are reasonably estimable [300]. Cash Flow and Capital - Cash provided by operating activities decreased by $8.7 million for the three months ended March 31, 2024, primarily due to a $10.3 million decrease in net income [291]. - The company had working capital of approximately $7.2 million as of March 31, 2024, with cash and cash equivalents of approximately $51.7 million [273]. - Net cash used in financing activities increased by $17.4 million for the three months ended March 31, 2024, compared to the same period in 2023, driven by a $15.2 million increase in proceeds from notes payable [293]. - The company announced a share repurchase program to buy back up to $10 million of its Class A common stock, with $0.4 million spent on repurchases by March 31, 2024 [280]. Accounting Standards - The company adopted ASU 2021-08 effective January 1, 2023, with no impact on the consolidated financial statements [302]. - The company is still assessing the impacts of ASU 2023-06, ASU 2023-07, ASU 2023-08, and ASU 2023-09 on its consolidated financial statements [304][305][307][306]. Market Risk - The company is exposed to market risk from changes in foreign currency exchange rates and interest rates, managed through normal operating and financing activities [309].

Financial Performance - As of December 31, 2023, the company generated approximately $689.0 million in revenue, a 6.5% increase from $646.8 million in 2022, with a gross profit of $88.6 million, representing a gross profit margin of 12.9%[31] - For the year ended December 31, 2023, the company generated revenue of approximately $689.0 million, a 6.3% increase from $646.8 million in 2022, with gross profit rising to $88.6 million from $53.5 million[61] - The company reported an Adjusted EBITDA of $56.3 million for the year ended December 31, 2023, representing 14.7% of Adjusted Gross Profit Margin[31] - The company has experienced seasonality in revenue during the 4th quarter, attributed to fewer business days due to public holidays[95] User Engagement and Transactions - The company completed over 3.3 million user transactions from inception in July 2016 through December 31, 2023, totaling approximately $2.3 billion in transaction value[31] - The average monthly active users for the year ended December 31, 2023, was approximately 21,824, indicating a growing user base[31] - Bitcoin accounts for 99% of total transaction volume for the year ended December 31, 2023, with other cryptocurrencies making up less than 1%[511] Market Presence and Expansion - The company operates approximately 6,300 kiosks across 48 U.S. states and 10 Canadian provinces, addressing approximately 52% of the U.S. population[32] - The company holds a market share of 23% in the U.S. and 11% in Canada as of December 31, 2023, making it the largest BTM operator in North America[47] - The company has installed approximately 1,300 BTMs in Circle K stores, its largest deployment, which is part of a broader strategy to partner with major retail chains[29] - The company operates approximately 2,200 BTMs across 56 major national and regional retailers in the U.S., with Circle K representing approximately 27% of total revenues for 2023[80] - As of December 31, 2023, BDCheckout is available at approximately 5,700 retail locations, allowing users to load cash into their accounts and purchase Bitcoin, thereby diversifying revenue streams[63] - The company plans to expand its geographical footprint, having applied for a license to operate in New York, which could support thousands of kiosks[60] - The company has a strategic partnership with GetGo® Café + Market to install BTMs in 125 locations, enhancing its presence in the Midwest and Mid-Atlantic[64] - A master placement agreement with EG America LLC will result in the installation of BTMs in approximately 900+ locations, marking a significant expansion[68] Compliance and Regulatory Environment - Approximately 4% of overall transaction volumes are from user bans due to compliance issues, reflecting the company's commitment to robust compliance procedures[55] - The company is subject to various anti-money laundering laws, including the BSA in the U.S., requiring a risk-based anti-money laundering program[99] - The company has applied for a BitLicense from the NYDFS to operate as a licensed money transmitter[100] - The company is currently not supervised or examined by any banking, securities, or commodities regulator[96] Strategic Initiatives and Partnerships - The BDCheckout product allows users to purchase Bitcoin at several thousand additional retail locations, enhancing the company's market reach without incurring upfront hardware costs[40] - The company intends to pursue strategic acquisitions to enhance capabilities in areas such as cybersecurity and compliance, supporting its growth strategy[62] - The management team has extensive experience in technology and business, providing a competitive advantage in attracting talent and pursuing acquisition opportunities[58] Operational Challenges and Risks - Equipment costs for new kiosks may be significantly impacted by inflation, supply constraints, and labor shortages[512] - The competitive landscape is characterized by a variety of current and potential competitors with larger customer bases and greater resources[513] - Competition is expected to intensify as new products and services are introduced by existing and new competitors[513] - The company maintains a low Bitcoin balance, typically less than $1 million, to manage volatility and differentiate itself from competitors[57] - The company holds typically less than $1 million in Bitcoin at any given time, due to high transaction volumes[89] - The company may seek to mitigate foreign currency risk through timely settlement of transactions and cash flow matching[509] Currency and Financial Management - The total number of BTMs deployed globally grew from 968 in 2017 to 33,936 by December 31, 2023, reflecting a CAGR of approximately 84%[46] - For the year ended December 31, 2023, the average daily USD balance held in fiat wallets on the Gemini exchange was approximately $0.5 million[84] - Currency exchange rate fluctuations had an insignificant impact on consolidated revenues for the years ended December 31, 2023, and 2022[508] - The company is exposed to currency fluctuations on transactions not denominated in the functional currency, but these gains and losses were also insignificant[509] - The assets and liabilities of foreign subsidiaries are translated at the period end rate of exchange, affecting stockholders' equity[510] - Transaction gains and losses for the years ended December 31, 2023, and December 31, 2022, were insignificant[509] Legal Matters - The Canaccord Claim asserts that Canaccord is entitled to $23.0 million in fees for breach of contract, which the company intends to vigorously defend against[107]

Business Operations - As of September 30, 2023, Bitcoin Depot operates approximately 6,400 Bitcoin ATMs (BTMs) across North America, maintaining a leading position in the cash-to-Bitcoin BTM market [262]. - The number of installed kiosks at the end of September 30, 2023, was 6,404, showing a slight increase from 6,351 in the previous quarter [275]. - Bitcoin Depot's BDCheckout product is accepted at approximately 5,455 retail locations as of September 30, 2023 [275]. - The company currently supports Bitcoin purchases at only 31 kiosks, representing less than 1.0% of total kiosks, with no plans to expand this capability [285]. - The company generates revenue from software services provided to third-party BTM operators, earning a variable fee equal to a percentage of the cash value of transactions processed [386]. - The company’s revenue from contracts with customers is primarily derived from the sale of cryptocurrencies at the point-of-sale, with a typical transaction process time of 30 minutes or less [381]. Financial Performance - Revenue for the nine months ended September 30, 2023, was $540.6 million, representing a 6.3% year-over-year growth, while the market price of Bitcoin increased by 40% during the same period [265]. - Revenue for the three months ended September 30, 2023, was $179.5 million, with a gross profit of $23.7 million, resulting in a gross profit margin of 13.2% [347]. - Revenue increased by approximately $43.4 million, or 8.7%, for the nine months ended September 30, 2023, compared to the same period in 2022, primarily due to increases in kiosk transaction revenue [314]. - Kiosk transaction revenue rose by approximately $47.8 million, or 9.7%, for the nine months ended September 30, 2023, driven by an increase in average transaction size and user volume [315]. - Adjusted Gross Profit for the nine months ended September 30, 2023, was $79.5 million, with an Adjusted Gross Profit Margin of 14.7% [347]. - Adjusted EBITDA for the nine months ended September 30, 2023, was $47.4 million, with an Adjusted EBITDA margin of 8.8% [351]. Expenses and Costs - Selling, general and administrative expenses increased by $4.6 million, or 38.9%, for the three months ended September 30, 2023, driven by higher payroll costs and professional services expenses [306]. - Selling, general and administrative expenses increased by approximately $16.6 million, or 62.4%, for the nine months ended September 30, 2023, largely due to merger-related costs and higher payroll expenses [330]. - Cost of revenue (excluding depreciation and amortization) decreased by $0.9 million, or 0.6%, for the three months ended September 30, 2023, primarily due to reduced rent expenses [298]. - The cost of revenue (excluding depreciation and amortization) increased by approximately $17.1 million, or 3.9%, for the nine months ended September 30, 2023, driven by network expansion and increased transaction volume [320]. - Cryptocurrency expenses increased by approximately $17.8 million, or 4.4%, for the nine months ended September 30, 2023, primarily due to higher transaction amounts [322]. Mergers and Acquisitions - The acquisition of BitAccess in July 2021 is expected to generate significant savings in transaction processing fees and reduce operating expenses, although its revenue impact has not yet been material [268]. - The merger with GSRM was completed on June 30, 2023, resulting in a restructuring of the company's equity and operational framework [269]. Cash Flow and Financing - The Company reported a net cash provided by operating activities of $33.57 million for the nine months ended September 30, 2023, compared to $21.99 million for the same period in 2022, reflecting an increase of $11.6 million [359][360]. - The net cash used in financing activities increased by $21.1 million for the nine months ended September 30, 2023, primarily due to a $14.4 million increase in principal payments on notes payable [362]. - The Company issued 4,300,000 shares of Class A common stock through a PIPE Financing, representing gross proceeds of up to approximately $50 million [357]. - The Amended and Restated Credit Agreement includes a total borrowing of $20.8 million with an annual interest rate of 17%, maturing on June 23, 2026 [356]. Market and Competition - The digital financial system is highly competitive, with numerous competitors having larger customer bases and greater resources, necessitating continuous innovation and competitive pricing [414]. - Competition is expected to intensify as both existing and new competitors introduce new products and services [414]. - The broader adoption of Bitcoin is crucial for the company's business, as it is dependent on the cryptocurrency's market price and general acceptance [412]. - The company anticipates continued growth from its addressable market as cryptocurrency adoption increases among the general public [412]. Risk Management - Bitcoin Depot maintains a sophisticated Bitcoin management process, typically holding less than $0.8 million in Bitcoin to mitigate price volatility risks [266]. - The company has not historically hedged its foreign currency translation risk, and currency exchange rate fluctuations had an insignificant impact on consolidated revenues for the three and nine months ended September 30, 2023 [409]. - The company may consider hedging its foreign currency exposure in the future [409]. - The cost of new kiosks is significantly impacted by inflation, supply constraints, and labor shortages, potentially leading to higher acquisition costs [413].

Operations and Market Presence - As of June 30, 2023, Bitcoin Depot operated approximately 6,350 Bitcoin ATMs (BTMs) across North America, with 5,195 retail locations accepting the BDCheckout product[265] - Bitcoin Depot's kiosks are exclusively deployed in over 1,500 Circle K stores in the U.S. and Canada, enhancing its market presence[268] - The company has an additional 981 BTMs with logistics providers for redeployment, which is anticipated to increase transaction volume and revenue[279] Financial Performance - Revenue for the six months ended June 30, 2023, was $361.1 million, representing a 9.9% year-over-year growth despite a 37% decline in Bitcoin's market price during the same period[269] - Revenue for the three months ended June 30, 2023, was $197.5 million, an increase of $29.6 million or 17.6% compared to the same period in 2022[295] - Revenue for the six months ended June 30, 2023, increased by approximately $38.7 million, or 12.0%, compared to the same period in 2022, driven by kiosk network expansion and increased transaction sizes[312] - Kiosk transaction revenue increased by $30.5 million, or 18.3%, driven by higher average transaction amounts and an expanded user base[299] - Kiosk transaction revenue rose by approximately $42.3 million, or 13.3%, for the six months ended June 30, 2023, primarily due to an increase in the number of kiosks in service and higher user adoption[314] User Engagement and Transactions - The median kiosk transaction size was $200 as of June 30, 2023, consistent with the previous quarter[278] - The average returning user transaction count was 9.2 for the three months ended June 30, 2023, indicating user retention and engagement[278] - Approximately 99.8% of total transaction volume was attributable to Bitcoin transactions, which currently account for 100% of transaction volumes[338] - For the three months ended June 30, 2023, Bitcoin accounted for 99% of total transaction volume, indicating strong reliance on this cryptocurrency[409] Costs and Expenses - Cost of revenue (excluding depreciation and amortization) rose by $18.0 million, or 12.1%, primarily due to increased transaction volume and costs associated with relocating kiosks[301] - Selling, general and administrative expenses surged by $8.9 million, or 123.3%, attributed to higher payroll costs and increased professional services expenses[308] - Operating expenses increased by approximately $12.1 million, or 80.9%, for the six months ended June 30, 2023, largely due to merger-related costs and higher payroll expenses[332] - Cryptocurrency expenses increased by approximately $18.3 million, or 7.0%, for the six months ended June 30, 2023, driven by a greater number of kiosks in service[321] Merger and Corporate Changes - Bitcoin Depot completed a merger on June 30, 2023, changing its name from GSR II Meteora Acquisition Corp. to Bitcoin Depot Inc.[272] - The company recognized an expense of $9.2 million related to the PIPE Financing and merger completion on June 30, 2023[335] Cash Flow and Financing - Cash provided by operating activities increased to approximately $26.6 million for the six months ended June 30, 2023, compared to $11.1 million for the same period in 2022, reflecting revenue growth from the expansion of the BTM network[361] - Cash used in financing activities increased to $36.7 million for the six months ended June 30, 2023, compared to $10.4 million for the same period in 2022, primarily due to higher principal payments on note payable[363] - The company borrowed $20.8 million under the Amended and Restated Credit Agreement, subject to an annual interest rate of 17%[354] - The PIPE Financing represents gross proceeds of up to approximately $50 million, excluding premiums and reimbursements[356] Strategic Initiatives - The company is in discussions with retail partners to expand the BDCheckout offering into additional locations[283] - The company currently supports Bitcoin purchases at only 35 kiosks, representing less than 1.0% of total kiosks as of June 30, 2023[288] - The company expects increased costs and headcount associated with accounting, finance, public reporting, and legal due to being a public company[340] Risks and Challenges - The company faces significant competition in the digital financial system, requiring continuous innovation and competitive pricing to maintain market position[411] - The cost of new kiosks may be significantly impacted by inflation, supply constraints, and labor shortages, potentially leading to higher acquisition costs[410] - The company has not historically hedged foreign currency translation risk, with insignificant impacts from currency fluctuations on consolidated revenues for the three months ended June 30, 2023[406]

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to GSR II Meteora Acquisition Corp. (Exact name of registrant as specified in its charter) (State or other jurisdiction of incorporation) (Commission File Number) Delawa ...

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-41305 GSR II Meteora Acquisition Corp. (Exact Name of Registrant as Specified in Its Charter) Delaware 87-3203989 State or Oth ...