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Related Party Transactions
 9 Months Ended
Sep. 30, 2023
Related Party Transactions [Abstract]  
Related Party Transactions

(5) Related Party Transactions

During the nine months ended September 30, 2023, the Company distributed to BT Assets 112.4 LTC and 7.5 ETH with a total cost basis of $0.02 million. During the nine months ended September 30, 2022, the Company distributed to BT Assets 2,760 ETH with a total cost basis of $4.6 million. During the three months ended September 30, 2023 and September 30, 2022, the Company made no distributions of cryptocurrency. Total cash distributions made to BT Assets during the nine months ended September 30, 2023 and September 30, 2022 were $13.0 million and $5.8 million, respectively and are classified as cash outflows from financing activities in the Consolidated Statements of Cash Flows. During the three months ended September 30, 2023 and 2022, total cash of $0.3 million and $0.6 million, respectively was distributed. The total cash and non-cash distributions are reflected in the consolidated Statement of Changes in Stockholders’ Equity and Member's Equity.

As part of the Merger, the Chief Executive Officer of the Company was issued 500,000 shares of Class A common stock under the Incentive Plan, and the Company recognized associated compensation expense of $1.6 million during the nine months ended September 30, 2023, which is included in selling, general and administrative expenses in the Consolidated Statements of Income (Loss) and Comprehensive Income (Loss).

The Company entered into sale bonus agreements with an officer and an employee of Bitcoin Depot as part of the Merger and agreed to pay bonuses to these individuals based on the results of the Merger. The Company accrued an aggregate bonus compensation payable of $1.6 million as of the close of the Merger, and the full amount was paid as of September 30, 2023. The compensation

expense is included in selling, general and administrative expenses in the consolidated Statements of Income (Loss) and Comprehensive Income (Loss).

At the closing of the Merger, the Company entered into the Tax Receivable Agreement with BT HoldCo and BT Assets. Pursuant to the Tax Receivable Agreement, the Company is generally required to pay BT Assets 85% of the amount of savings, if any, in U.S. federal, state, local, and foreign income taxes that we realize, or in certain circumstances are deemed to realize.

In connection with the closing of the Merger, the Company entered into separate indemnification agreements with its directors and executive officers. These agreements, among other things, require the Company to indemnify its directors and executive officers for certain costs, charges and expenses, including attorneys’ fees, judgments, fines and settlement amounts, reasonably incurred by a director or executive officer in any action or proceeding because of their association with the Company or any of its subsidiaries. No amounts have been recognized related to these agreements as of September 30, 2023.

On September 28, 2023, the Company entered into an advisory agreement with SPAC Advisory Partners, LLC ("SAP"). The agreement is for capital markets advice. SAP is managed by the same investment professionals from GSRM prior to the Merger. Total fees associated with their advisory services on a success basis is $0.3 million.