EX-2.6 2 btm-ex2_6.htm EX-2.6

Exhibit 2.6

The supplemental consolidating data includes separate legal entity data for the Company's entities, Bitcoin Depot Operating, LLC (“BT OpCo”), BT HoldCo, LLC (“BT HoldCo”), and Bitcoin Depot Inc. (PubCo"). This information is presented to highlight the separate financial statement impacts of the entities.

Management determined that EPS was not presented for periods prior to the Merger as it was not considered to be meaningful. Supplemental consolidating data is as follows (in thousands):

| September 30, 2023 |
| (unaudited) |
| BT OpCo |  | BT HoldCo |  | PubCo |  | Eliminations |  | Consolidated |
Assets |  |  |  |  |  |  |  |  |  |
Current: |  |  |  |  |  |  |  |  |  |
Cash and cash equivalents | $ | 29,617 |  | $ | 5 |  | $ | 44 |  | $ | - |  | $ | 29,666 |
Cryptocurrencies |  | 795 |  |  | — |  |  | — |  |  | — |  |  | 795 |
Accounts receivable, net |  | 332 |  |  | — |  |  | — |  |  | — |  |  | 332 |
Prepaid expenses and other current assets |  | 4,455 |  |  | 11 |  |  | 360 |  |  | — |  |  | 4,826 |
Total current assets |  | 35,199 |  |  | 16 |  |  | 404 |  |  |  |  | 35,619 |
Property and equipment: |  |  |  |  |  |  |  |  |  |
Furniture and fixtures |  | 635 |  |  | — |  |  | — |  |  | — |  |  | 635 |
Leasehold improvements |  | 172 |  |  | — |  |  | — |  |  | — |  |  | 172 |
Kiosk machines - owned |  | 15,617 |  |  | — |  |  | — |  |  | — |  |  | 15,617 |
Kiosk machines - leased |  | 30,781 |  |  | — |  |  | — |  |  | — |  |  | 30,781 |
Vehicles |  | — |  |  | — |  |  | — |  |  | — |  |  | — |
Total property and equipment |  | 47,205 |  |  | — |  |  | — |  |  | — |  |  | 47,205 |
Less: accumulated depreciation |  | (19,860 | ) |  | — |  |  | — |  |  | — |  |  | (19,860 | )
Total property and equipment, net |  | 27,345 |  |  | — |  |  | — |  |  | — |  |  | 27,345 |
Intangible assets, net |  | 4,218 |  |  | — |  |  | — |  |  | — |  |  | 4,218 |
Goodwill |  | 8,717 |  |  | — |  |  | — |  |  | — |  |  | 8,717 |
Operating lease right-of-use assets, net |  | 524 |  |  | — |  |  | — |  |  | — |  |  | 524 |
Security deposits |  | 461 |  |  | — |  |  | — |  |  | — |  |  | 461 |
Deferred tax asset |  | — |  |  | — |  |  | 1,582 |  |  | — |  |  | 1,582 |
Due from related parties |  | 3,747 |  |  | — |  |  | — |  |  | (3,747 | ) |  | — |
Investment in Subsidiary |  | — |  |  | 17,193 |  |  | — |  |  | (17,193 | ) |  | — |
Total Assets | $ | 80,211 |  | $ | 17,209 |  | $ | 1,986 |  | $ | (20,940 | ) | $ | 78,466 |

| September 30, 2023 |
| (unaudited) |
| BT OpCo |  | BT HoldCo |  | PubCo |  | Eliminations |  | Consolidated |
Liabilities and Stockholders’ Equity and Member’s Equity |  |  |  |  |  |  |  |  |  |
Current: |  |  |  |  |  |  |  |  |  |
Accounts payable | $ | 5,966 |  | $ | - |  | $ | 1,677 |  | $ | - |  | $ | 7,643 |
Accrued expenses |  | 18,831 |  |  | — |  |  | 4,518 |  |  | — |  |  | 23,349 |
Note payable |  | 1,868 |  |  | — |  |  | — |  |  | — |  |  | 1,868 |
Income taxes payable |  | 808 |  |  | — |  |  | 819 |  |  | — |  |  | 1,627 |
Deferred revenue |  | 68 |  |  | — |  |  | — |  |  | — |  |  | 68 |
Operating lease liabilities, current portion |  | 393 |  |  | — |  |  | — |  |  | — |  |  | 393 |
Current installments of obligations under finance leases |  | 11,094 |  |  | — |  |  | — |  |  | — |  |  | 11,094 |
Derivative liabilities |  | — |  |  | — |  |  | 2,701 |  |  | — |  |  | 2,701 |
Other tax payable |  | — |  |  | — |  |  | 795 |  |  | — |  |  | 795 |
Total current liabilities |  | 39,028 |  |  | — |  |  | 10,510 |  |  | — |  |  | 49,538 |
Long-term liabilities: |  |  |  |  |  |  |  |  |  |
Note payable, non-current |  | 16,848 |  |  | — |  |  | — |  |  | — |  |  | 16,848 |
Operating lease liabilities, non-current |  | 267 |  |  | — |  |  | — |  |  | — |  |  | 267 |
Obligations under finance leases, non-current |  | 3,991 |  |  | — |  |  | — |  |  | — |  |  | 3,991 |
Deferred income tax, net |  | 482 |  |  | — |  |  | — |  |  | — |  |  | 482 |
Due to related parties |  | — |  |  | — |  |  | 3,747 |  |  | (3,747 | ) |  | — |
Tax receivable agreement liability |  | — |  |  | — |  |  | 754 |  |  | — |  |  | 754 |
Total Liabilities |  | 60,616 |  |  | — |  |  | 15,011 |  |  | (3,747 | ) |  | 71,880 |
Commitments and Contingencies (Note 22) |  |  |  |  |  |  |  |  |  |
Stockholders’ Equity and Member’s Equity |  |  |  |  |  |  |  |  |  |
Series A Preferred Stock, $0.0001 par value; 50,000,000 authorized, 4,300,000 shares issued and outstanding, at September 30, 2023 |  | — |  |  | 485 |  |  | — |  |  | (485 | ) |  | — |
Class A common stock, $0.0001 par value; 800,000,000 authorized, 12,358,691 shares issued and outstanding at September' 30, 2023 |  | — |  |  | 6,881 |  |  | 1 |  |  | (6,881 | ) |  | 1 |
Class B common stock, $0.0001 par value; 20,000,000 authorized, no shares issued and outstanding at September 30, 2023 |  | — |  |  | — |  |  | — |  |  | — |  |  | — |
Class E common stock, $0.0001 par value; 2,250,000 authorized, 1,075,761 shares issued and outstanding at September 30, 2023 |  | — |  |  | — |  |  | — |  |  | — |  |  | — |
Class M common stock, $0.0001 par value; 300,000,000 authorized, no shares issued and outstanding at September 30, 2023 |  | — |  |  | — |  |  | — |  |  | — |  |  | — |
Class O common stock, $0.0001 par value; 800,000,000 authorized, no shares issued and outstanding at September 30, 2023 |  | — |  |  | — |  |  | — |  |  | — |  |  | — |
Class V common stock, $0.0001 par value; 300,000,000 authorized, 44,100,000 shares issued and outstanding at September 30, 2023 |  | — |  |  | — |  |  | 4.00 |  |  | — |  |  | 4 |
Stock subscriptions receivable |  | — |  |  | — |  |  | (5,609 | ) |  | — |  |  | (5,609 | )
Additional paid-in capital |  | — |  |  | 4,115 |  |  | 16,302 |  |  | (4,115 | ) |  | 16,302 |
Retained earnings (accumulated deficit) |  | — |  |  | 5,728 |  |  | (23,520 | ) |  | (6,564 | ) |  | (24,357 | )
Equity attributed to Legacy Bitcoin Depot |  | 17,089 |  |  | — |  |  | — |  |  | (17,089 | ) |  | — |
Accumulated other comprehensive loss |  | (116 | ) |  | — |  |  | (203 | ) |  | 116 |  |  | (203 | )
Total Stockholders’ Equity and Equity Attributable to Legacy Bitcoin Depot |  | 16,973 |  |  | 17,209 |  |  | (13,025 | ) |  | (35,018 | ) |  | (13,860 | )
Equity attributable to non-controlling interests |  | 2,623 |  |  | — |  |  | — |  |  | 17,824 |  |  | 20,447 |
Total Stockholders’ Equity and Member’s Equity |  | 19,596 |  |  | 17,209 |  |  | (13,025 | ) |  | (17,194 | ) |  | 6,587 |
Total Liabilities and Stockholders’ Equity and Member’s Equity | $ | 80,211 |  | $ | 17,209 |  | $ | 1,986 |  | $ | (20,940 | ) | $ | 78,466 |

| Three Months Ended September 30, 2023 |
| (unaudited) |
| BT OpCo |  | BT HoldCo |  | PubCo |  | Eliminations |  | Consolidated |
Revenue | $ | 179,483 |  | $ | - |  | $ | - |  | $ | - |  | $ | 179,483 |
Cost of revenue (excluding depreciation and amortization) |  | 152,545 |  |  | — |  |  | — |  |  | — |  |  | 152,545 |
Operating expenses: |  |  |  |  |  |  |  |  |  |
Selling, general, and administrative |  | 12,812 |  |  | — |  |  | 3,430 |  |  | — |  |  | 16,242 |
Depreciation and amortization |  | 3,260 |  |  | — |  |  | — |  |  | — |  |  | 3,260 |
Total operating expenses |  | 16,072 |  |  | — |  |  | 3,430 |  |  | — |  |  | 19,502 |
Income from operations |  | 10,867 |  |  | — |  |  | (3,430 | ) |  | — |  |  | 7,436 |
Other (expense) income: |  |  |  |  |  |  |  |  |  |
Interest expense |  | (2,769 | ) |  | — |  |  | — |  |  | — |  |  | (2,769 | )
Other (expense) income |  | (417 | ) |  | — |  |  | (2,694 | ) |  | — |  |  | (3,111 | )
(Loss) on foreign currency transactions |  | (154 | ) |  | — |  |  | — |  |  | — |  |  | (154 | )
Total other (expense) income |  | (3,340 | ) |  | — |  |  | (2,694 | ) |  | — |  |  | (6,034 | )
Income (loss) before provision for income taxes and non- controlling interest |  | 7,527 |  |  | — |  |  | (6,125 | ) |  | — |  |  | 1,402 |
Income tax (expense) benefit |  | (162 | ) |  | — |  |  | (175 | ) |  | — |  |  | (337 | )
Net (loss) income |  | 7,365 |  |  | — |  |  | (6,300 | ) |  | — |  |  | 1,065 |
Net income attributable to Legacy Bitcoin Depot unit holders |  | — |  |  | — |  |  | — |  |  | — |  |  | — |
Net income (loss) attributable to non-controlling interest in subsidiary |  | (1,070 | ) |  | — |  |  | 9,233 |  |  | — |  |  | 8,163 |
Net (loss) income attributable to Bitcoin Depot Inc. |  | 8,435 |  |  | — |  |  | (15,533 | ) |  | — |  |  | (7,098 | )
Other comprehensive income (loss), net of tax |  |  |  |  |  |  |  |  |  |
Net (loss) income |  | 7,365 |  |  | — |  |  | (6,300 | ) |  | — |  |  | 1,065 |
Foreign currency translation adjustments |  | 87 |  |  | — |  |  | — |  |  | — |  |  | 87 |
Total comprehensive (loss) income |  | 7,452 |  |  | — |  |  | (6,300 | ) |  | — |  |  | 1,152 |
Comprehensive income attributable to Legacy Bitcoin Depot unit holders |  | — |  |  | — |  |  | — |  |  | — |  |  | — |
Comprehensive income (loss) attributable to non-controlling interest in subsidiary |  | (6 | ) |  | — |  |  | 8,256 |  |  | — |  |  | 8,250 |
Comprehensive (loss) income attributable to Bitcoin Depot Inc. | $ | 7,458 |  | $ | - |  | $ | (14,556 | ) | $ | - |  | $ | (7,098 | )

| Nine Months Ended September 30, 2023 |
| (unaudited) |
| BT OpCo |  | BT HoldCo |  | PubCo |  | Eliminations |  | Consolidated |
Revenue | $ | 540,561 |  | $ | - |  | $ | - |  | $ | - |  | $ | 540,561 |
Cost of revenue (excluding depreciation and amortization) |  | 461,087 |  |  | — |  |  | — |  |  | — |  |  | 461,087 |
Operating expenses: |  |  |  |  |  |  |  |  |  |
Selling, general, and administrative |  | 39,520 |  |  | — |  |  | 3,725 |  |  | — |  |  | 43,245 |
Depreciation and amortization |  | 9,554 |  |  | — |  |  | — |  |  | — |  |  | 9,554 |
Total operating expenses |  | 49,074 |  |  | — |  |  | 3,725 |  |  | — |  |  | 52,799 |
Income from operations |  | 30,400 |  |  | — |  |  | (3,725 | ) |  | — |  |  | 26,675 |
Other (expense) income: |  |  |  |  |  |  |  |  |  |
Interest expense |  | (10,120 | ) |  | — |  |  | — |  |  | — |  |  | (10,120 | )
Other (expense) income |  | (2,110 | ) |  | — |  |  | (11,914 | ) |  | — |  |  | (14,024 | )
(Loss) gain on foreign currency transactions |  | (365 | ) |  | — |  |  | — |  |  | — |  |  | (365 | )
Total other (expense) income |  | (12,595 | ) |  | — |  |  | (11,914 | ) |  | — |  |  | (24,509 | )
Income (loss) before provision for income taxes and non- controlling interest |  | 17,805 |  |  | — |  |  | (15,639 | ) |  | — |  |  | 2,166 |
Income tax (expense) benefit |  | 719 |  |  | — |  |  | 257 |  |  | — |  |  | 976 |
Net (loss) income |  | 18,524 |  |  | — |  |  | (15,382 | ) |  | — |  |  | 3,142 |
Net income attributable to Legacy Bitcoin Depot unit holders |  | 12,906 |  |  | — |  |  | — |  |  | — |  |  | 12,906 |
Net income (loss) attributable to non-controlling interest in subsidiary |  | (137 | ) |  | — |  |  | 8,168 |  |  | — |  |  | 8,031 |
Net (loss) income attributable to Bitcoin Depot Inc. |  | 5,755 |  |  | — |  |  | (23,550 | ) |  | — |  |  | (17,795 | )
Other comprehensive income (loss), net of tax |  |  |  |  |  |  |  |  |  |
Net (loss) income |  | 18,524 |  |  | — |  |  | (15,382 | ) |  | — |  |  | 3,142 |
Foreign currency translation adjustments |  | 66 |  |  | — |  |  | — |  |  | — |  |  | 66 |
Total comprehensive (loss) income |  | 18,590 |  |  | — |  |  | (15,382 | ) |  | — |  |  | 3,208 |
Comprehensive income attributable to Legacy Bitcoin Depot unit holders |  | 12,885 |  |  | — |  |  | — |  |  | — |  |  | 12,885 |
Comprehensive income (loss) attributable to non-controlling interest in subsidiary |  | (137 | ) |  | — |  |  | 8,255 |  |  | — |  |  | 8,118 |
Comprehensive (loss) income attributable to Bitcoin Depot Inc. | $ | 5,843 |  | $ | - |  | $ | (23,637 | ) | $ | - |  | $ | (17,794 | )