Bitcoin Depot - Chapter 11 Case Summary

Business Description

Bitcoin Depot Inc. ("Bitcoin Depot," and, together with its Debtor and non-Debtor subsidiaries, the "Company") owns and operates the largest network of Bitcoin ATMs ("BTMs" or "Kiosks") across North America, providing customers access to Kiosks that facilitate one-way cash-to-Bitcoin exchanges.

• Historically, the Company's core product has been its network of Kiosks, complemented by related software products that support BTM operational capabilities and programs that allow customers to purchase Bitcoin through an in-person process and a mobile app.
• As of December 31, 2025, the Company operated Kiosks across the United States, Canada, and Australia, with subsidiaries located in nine countries, including the United States.

For the year ended December 31, 2025, Kiosks generated $613.6 million in revenue, representing approximately 99.8% of the Company's total revenue. As of the Petition Date, the Kiosks have been taken offline and are not currently operating.

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Corporate History

The Company traces its origins to Lux Vending, LLC ("Lux"), a Georgia limited liability company founded by Brandon Mintz and formed on June 7, 2016. Lux was solely owned by BT Assets, Inc. ("BT Assets"), which also served as Lux's sole manager.

• In July 2021, Lux obtained a controlling interest in BitAccess Inc., a Canadian corporation, through a business combination.
• Lux and BT Assets subsequently entered into a transaction agreement with GSR II Meteora Acquisition Corp., a Delaware SPAC formed in October 2021, to effectuate a merger.
• The de-SPAC transaction closed on June 30, 2023, resulting in the formation of Bitcoin Depot, with Bitcoin Depot Operating LLC surviving as an indirect wholly-owned subsidiary of Bitcoin Depot.

Post de-SPAC Expansion

Following the de-SPAC transaction, the Company continued to develop and expand its businesses, with a particular focus on growing its network of Kiosks. The Company also pursued international expansion of its Bitcoin businesses, forming certain foreign subsidiaries and conducting outreach to potential vendors and contract counterparties in countries such as Mexico and Brazil.

• In connection with the commencement of these Chapter 11 Cases, the Company is winding down its foreign subsidiaries in parallel with its domestic operations in order to preserve value both domestically and abroad.

Organizational Structure

The Company's organizational structure consists of 24 entities, with Bitcoin Depot serving as the ultimate parent entity. Bitcoin Depot is publicly owned, with Brandon Mintz remaining the controlling shareholder and the remaining shares held by public shareholders.

• Bitcoin Depot directly or indirectly owns 23 subsidiaries, 17 of which are also Debtors in these Chapter 11 Cases, including the borrower and each guarantor entity under the Silverview Credit Facility.
• The non-Debtor entities are all foreign entities and, with the exception of non-Debtor AUS BTM PTY LTD, have few or no creditors and de minimis assets and operations.
• Non-Debtor AUS BTM PTY LTD owns approximately 140 Kiosks in Australia and is commencing a wind-down of its assets and operations through an Australian insolvency proceeding.
• The remaining non-Debtor entities have begun or will imminently begin liquidating and winding down their affairs in their respective jurisdictions.
• The Company's Canadian subsidiaries are Debtors in these Chapter 11 Cases and intend to commence insolvency recognition proceedings in Canada following the filing of these Chapter 11 Cases.

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Operations Overview

The Company operates three principal Bitcoin-centered product lines—the Kiosks, the BDCheckout program ("BDCheckout"), and BitAccess—supported by the Bitcoin Depot mobile app (the "BD App"), which serves as a complementary platform across all Company product lines. The Company also owns Kutt, Inc., a peer-to-peer social betting platform, and ReadyBucks, a standalone online platform offering business advances to small businesses and gig and contract workers.

Kiosks

The Kiosks have historically been the core of the Company's operations and constitute the bulk of its valuable assets. As of December 31, 2025, the Company operated approximately 9,700 owned and leased Kiosks across 48 U.S. states, 10 Canadian provinces, and 6 Australian states, located in convenience stores, gas stations, pharmacies, grocery chains, and shopping malls in zip codes containing approximately 69% of the U.S. population.

• In the six months prior to the Petition Date, the highest concentration of active Kiosks was operating in Texas, which also had the second-highest numbers of individual customers and total dollar spend. Within Texas, the highest concentration of active Kiosks was operating in Houston, which similarly ranked second in individual customers and total dollar spend.
• The Kiosks are designed to provide an intuitive user interface. First-time users provide certain information for account creation and verification, a process that typically takes under two minutes, while returning users can complete transactions in under one minute.
  • Users select from three ranges of cash amounts, provide their digital wallet address by scanning a QR code, and insert cash. Once the Kiosk confirms the dollar amount and transaction details, the Bitcoin is electronically delivered to the user's digital wallet.
  • The Company maintains control of the Bitcoin until the transaction is completed and the Company initiates a blockchain transaction to send the Bitcoin to the user. The Company does not maintain custody of a user's Bitcoin.
• The Company uses a sophisticated Bitcoin management process, maintaining a relatively low balance—typically between $1.0 million and $2.0 million—at any given time to fulfill customer transactions. Bitcoin is purchased on a just-in-time basis, and the Company does not engage in any Bitcoin mining.
• The transaction price for the customer reflects the real-time exchange value of the cryptocurrency, plus a markup and a flat fee. The Company contracts with leading armored courier services to collect and transport cash deposited by customers, either on a regular schedule or once a Kiosk reaches a specified threshold dollar amount, which the Company can track on a real-time basis.

Floorspace and Profit-Share Agreements

• Beginning in 2020, the Company entered into floorspace agreements (the "Floorspace Agreements") with certain counterparties to secure space for its Kiosks in high-traffic retail locations. The agreements are generally executed pursuant to a master placement agreement, under which the Company pays either a flat monthly fee or a per-transaction fee for the right to place Kiosks in the specified locations. As of the Petition Date, the Company is party to approximately 7,700 Floorspace Agreements.
• Over the course of 2024 and 2025, the Company entered into approximately a dozen kiosk franchise profit sharing arrangements (the "Kiosk Profit-Share Agreements"). Counterparties pay upfront consideration—a portion of which is a nonrefundable payment used to purchase Kiosks and a portion of which is a refundable "float" payment to cover incidental costs—in exchange for a share in the profits generated by specified Kiosks for a defined period. The Company retains full ownership rights in the Kiosks and provides maintenance and other services under these agreements.

BDCheckout

Launched in June 2022, BDCheckout allows users to purchase Bitcoin without the use of a Kiosk by transacting at the checkout counter of a retail location. As of December 31, 2025, BDCheckout was available at approximately 16,300 retail locations across North America, including convenience stores, gas stations, pharmacies, grocery chains, and shopping malls.

• Transactions are initiated on the BD App, which is available for free download from major app stores. Users load cash into their accounts at the checkout counter and then use those funds to purchase Bitcoin.
• The primary difference from a Kiosk transaction is that a BDCheckout transaction is completed via interaction with a cashier and relies more heavily on the BD App. As with Kiosk transactions, the Company's performance obligation is satisfied when control of the cryptocurrency is transferred to the customer's wallet and validated on the blockchain.
• The markup percentage for BDCheckout transactions has historically averaged 15% since the product's rollout in 2022.

BitAccess

BitAccess is a leading BTM device and transaction processing system that historically provided software and operational capabilities to third-party BTM operators and more recently has supported affiliates of Debtor BitAccess, Inc.

• BitAccess software is designed to operate with a variety of systems and devices, requiring continuous modification and enhancement to keep pace with changes in technology.
• While BitAccess has not been an independent source of revenue while providing software capabilities to Company-owned BTMs, the Company believes it may be valuable to certain third-party purchasers and intends to seek a potential sale of the BitAccess system through the chapter 11 process, either separately or in connection with a sale of the Kiosks.

BD App

The BD App serves as a complementary platform across all Company product lines, offering users the ability to locate points-of-transaction (Kiosks and BDCheckout retailers), create an un-hosted non-custodial digital wallet, transfer Bitcoin between digital wallets, and initiate BDCheckout transactions.

• The BD App also includes a buy-online feature that connects consumers to a third-party service allowing them to purchase Bitcoin without going to a Kiosk or using BDCheckout. The Company receives a 12% commission on website transactions facilitated through this feature.

Kutt, Inc.

On February 27, 2026, Bitcoin Depot acquired Kutt, Inc. ("Kutt"), a peer-to-peer social betting platform founded in 2019, for $4.5 million.

• Kutt enables users to create and participate in wagers directly with one another on publicly verifiable outcomes, allowing users to set the terms of their bets across a range of markets, including sports and entertainment.
• Unlike traditional sportsbooks, Kutt does not act as the counterparty to wagers, instead providing a consumer-friendly platform for users to engage directly with one another in a social, community-driven environment.
• As of the Petition Date, Kutt remains in operation.

ReadyBucks

On March 10, 2026, the Company launched ReadyBucks, a business advance platform that provides working capital solutions to small businesses, gig workers, and independent contractors. ReadyBucks operates as a standalone product separate from the Company's core Bitcoin businesses.

• The platform offered business advances ranging from $500 to $2,000 as part of its initial rollout across certain U.S. states.
• Rather than functioning as a traditional loan or requiring a credit pull, the platform uses a revenue-based funding arrangement in which customers sell a fixed portion of future business revenue in exchange for immediate capital, with repayments made over a fixed term.
• As of the Petition Date, ReadyBucks has ceased offering new advances and is continuing operations only for purposes of collecting payments on advances currently outstanding.

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Prepetition Obligations

As of the Petition Date, the Debtors report approximately $15.8 million in aggregate principal funded debt liabilities. The Company's prepetition capital structure is summarized below:

Silverview Credit Facility

• Approximately $13.3 million in principal is outstanding under the Second Amended and Restated Credit Agreement, dated Nov. 1, 2024 (as amended in March 2025 and December 2025), among Kiosk HoldCo LLC, as borrower, BT HoldCo LLC, the subsidiary guarantors, the lenders party thereto, and Silverview Credit Partners LP, as administrative agent.
  • The facility was initially provided as a term loan in the aggregate principal amount of $36.45 million. In connection with the December 2025 amendment, the borrower was required to make a $7 million prepayment to reduce the outstanding principal balance.
  • The loan bears interest at 17.00% per annum and is scheduled to mature on Dec. 15, 2027.
  • The obligations are purportedly secured by first-priority liens on substantially all assets of Debtors Kiosk Holdco LLC, BT Holdco LLC, Bitcoin Depot Operating LLC, Intuitive Software LLC, Digital Gold Ventures Inc., BitAccess Inc., Mintz Assets, Inc., Express Vending Inc., and Kiosk Technicians, LLC.
  • The prepetition secured lender is expected to assert claims for approximately $13.3 million in principal, a $3.1 million exit fee, and $198,784 in accrued but unpaid interest.

Equipment Agreements

• The Debtors carry approximately $2.4 million in aggregate principal outstanding under collateralized equipment financings entered into by Debtor Bitcoin Depot Operating LLC, comprising:
  • VFS Equipment Agreements: Approximately $1.47 million outstanding under five 36-month collateralized term loans entered into in 2024 with VFS LLC, originally totaling approximately $2.6 million to finance the purchase of certain kiosks. The loans bear annual interest rates between 16.86% and 17.42%, with monthly payments of principal and interest, and are collateralized by the applicable kiosks.
  • NFS Equipment Agreements: Approximately $960,000 outstanding under roughly ten equipment lease agreements entered into in 2023 and 2024 with NFS Leasing, Inc., with terms ranging from 24 to 36 months (approximately five of which remain in effect). Obligations are payable monthly and purportedly secured by a first-priority interest in the applicable kiosks.

Trade Claims and Other Unsecured Claims

• As of the Petition Date, approximately $9 million in trade claims exist against the Debtors, owed to key vendors that provide essential goods and services supporting the Debtors' equipment operations and the preservation of estate value.
• The Debtors are also subject to additional unsecured exposures, including:
  • Approximately $10.97 million on account of the Kiosk Profit-Share Agreements.
  • Approximately $4.23 million on account of the Floorspace Agreements.
  • Potential disputed litigation judgment exposure of approximately $20 million.

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Events Leading to Bankruptcy

Legal, Regulatory, and Operational Headwinds

• Beginning in 2024 and continuing through the petition date, Bitcoin Depot confronted a cascade of legal, regulatory, and operational pressures that progressively eroded its financial position:
  • The Company became the subject of lawsuits and investigations from 11 state agencies, many of which allege that its operating platforms have been used by third parties to perpetuate fraud in violation of federal and state statutes and anti-money laundering regulations.
  • The Company is also responding to a voluntary information request from the Securities and Exchange Commission and an investigation by the Federal Trade Commission grounded in similar allegations.
  • On the private litigation front, Cash Cloud, Inc. secured an arbitration award of approximately $18.5 million against Debtor BitAccess, Inc. for breach of contract and alleged product defects.
  • The Company further faces an unfavorable regulatory environment, with various states evaluating new legislation that would adversely impact its cryptocurrency-related operations and heighten compliance burdens.

Compliance Enhancements and Revenue Deterioration

• In August 2025, the Board appointed Alex Holmes—former Chairman and CEO of MoneyGram International, Inc. and a recognized leader in payments, compliance, and blockchain innovation with over 25 years of financial services experience—as an independent director.
  • With the benefit of Mr. Holmes' expertise and on the recommendation of then-CLO Christopher Ryan, in October 2025 the Company rolled out a Know Your Customer ("KYC") verification process requiring customers to provide identification—including names, email addresses, phone numbers, government-issued IDs, social security numbers, and photos—before transacting at a Kiosk.
  • Kiosks were further equipped to capture photos throughout transactions, enabling identity matching against KYC submissions. The compliance systems rejected non-conforming applicants and banned users flagged for suspicious activity or terms-of-service violations, accounting for approximately 4% of monthly transaction volumes.
• The compliance enhancements precipitated a sharp deterioration in financial performance:
  • The Company recorded a Q4 2025 net loss of $24.9 million, compared to net income of $5.4 million in Q4 2024.
  • Q1 2026 produced a net loss of $9.5 million, against net income of $12.2 million in Q1 2025.
  • Revenue declined by $80.7 million, or 49.2%, in Q1 2026 versus Q1 2025, driven primarily by lower transaction volume attributable to regulatory impacts and enhanced compliance controls.

Leadership Turnover and Compliance Investigation

• In November 2025, the Company announced a strategic leadership transition effective January 1, 2026, with Brandon Mintz transitioning from CEO to Executive Chairman, Scott Buchanan (former COO) succeeding Mr. Mintz as CEO, and Elizabeth Simer succeeding Mr. Buchanan as COO.
• On February 13, 2026, CLO and Corporate Secretary Christopher Ryan and Chief Compliance Officer Philip Brown both resigned, citing concerns regarding the Company’s compliance practices.
  • On February 24, 2026, the Company commenced a phased rollout of a new compliance enhancement requiring customer identification for every Kiosk transaction.
  • In March 2026, Mr. Buchanan resigned as CEO, Ms. Simer resigned as COO, and Mr. Mintz stepped down as Executive Chairman, though Mr. Mintz retained his Board seat.
• In response to the Ryan and Brown resignations, a special committee comprised of independent directors Bradley Strock, Daniel Stabile, and Alex Holmes retained Goodwin Procter to conduct an internal investigation into the Company’s compliance practices and recommend remedial measures. Goodwin presented its initial findings in April 2026.

New Management Team and Strategic Review

• Following the March 2026 leadership shakeup, the Board appointed Alex Holmes as CEO and Chairman, and Christopher Ryan rejoined the Company as General Counsel and Corporate Secretary. The new management team was charged with improving performance, maximizing enterprise value, and strengthening compliance.
  • On April 13, 2026, Anthony Gagliardi III was appointed CCO and, shortly after joining, raised concerns regarding the Company’s business model and customer composition, collaborating with Messrs. Holmes and Ryan to design additional anti-fraud compliance rules. Mr. Gagliardi has since resigned from that position and is no longer affiliated with the Company.
  • In April 2026, Portage Point was retained as financial advisor to assess the business model, forecast cash flow, analyze liquidity, and evaluate strategic alternatives, including a potential marketing process.
• After reviewing the Advisors’ analyses, the new management team concluded that the Company faced mounting financial and performance obstacles with no clear path to resolution—including over $20 million in legal judgments accrued in Q4 2025 and substantial ongoing litigation expenses.
  • On April 24, 2026, the Company retained Vinson & Elkins LLP as restructuring counsel to evaluate strategic alternatives alongside Portage Point.

Contingency Planning and Cost-Cutting

• On May 1, 2026, the Board authorized the Advisors and management to begin contingency planning for a potential chapter 11 filing.
  • Management further reduced consumer transaction thresholds to mitigate third-party fraud, which—as anticipated—drove additional revenue declines.
  • The Company implemented targeted cost-cutting measures, including electing percentage-based rather than fixed monthly payments under certain Floorspace Agreements to reduce expenditures on under-performing Kiosks.
  • In light of significant management turnover and uncertainty regarding the path forward, the Company paid retention bonuses on May 8, 2026 and May 15, 2026 to certain high-level key employees identified as critical to achieving a value-maximizing outcome.

Going Concern Disclosure

• Bitcoin Depot's Form 10-Q for Q1 2026 was due on May 11, 2026, but the Company's auditors were unable to complete their analysis of an element of the material weakness disclosed in the Form 10-K for the year ended December 31, 2025 concerning the cash-in-transit reconciliation process.
  • On May 12, 2026, the Company filed Form 12b-25, signaling its inability to file the Form 10-Q timely and disclosing substantial doubt regarding its ability to continue as a going concern.
  • The Company specifically attributed its deteriorating outlook to state and municipal regulations banning or restricting BTMs, fee caps, and transaction-size limits, together with its voluntary adoption of increasingly enhanced KYC and compliance measures across its network—all of which drove substantial year-over-year declines in revenue and net income.

Governance Restructuring and CRO Appointment

• On May 13, 2026, the Board appointed Ivona Smith as an independent director. The following day, the Board appointed the CRO and approved the formation of a disinterested Restructuring Committee comprised of Mr. Holmes and Ms. Smith.
  • The Restructuring Committee is tasked with advising the Board on strategic alternatives and approving conflict matters.
  • Ms. Smith serves as the sole member of the Investigation Subcommittee, charged with evaluating potential estate claims and causes of action—including those against current or former officers, directors, insiders, or third parties—and making final determinations regarding such claims. Should valuable and viable claims be identified, the Debtors expect to establish a litigation trust through the chapter 11 process for the benefit of creditors.

Path Forward and Chapter 11 Objectives

• Following the new management team’s assessment, the Company resolved to take its BTMs offline and pause the majority of its operations to focus on asset monetization through the chapter 11 process.
  • Contemporaneously with the filing of the First Day Declaration, the Company is issuing Termination Notices—satisfying applicable WARN Act notification requirements—to all U.S.-based employees, who will remain on the payroll for 60 days from the notice date.
• The Debtors are filing the Chapter 11 Cases to preserve and maximize estate value for the benefit of all stakeholders:
  • The Debtors intend to file a motion for approval of bidding and sale procedures to facilitate a sale of all or substantially all of their assets, and to establish a liquidation trust to monetize assets and maximize recoveries.
  • The Debtors expect to pay all Court-allowed amounts outstanding under the Silverview Credit Facility in full and to maximize available recoveries for all other claimants.
  • The Debtors have sufficient liquidity to fund the cases through the use of cash collateral, as outlined in the First Day Motions.