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Note Payable
 9 Months Ended
Sep. 30, 2023
Debt Disclosure [Abstract]  
Note Payable

(12) Note Payable

On December 21, 2020, the Company entered into a credit agreement with a financial institution which provided for initial term loans in an aggregate principal amount of $25.0 million, comprised of two $12.5 million tranches, and which was subject to annual interest

at a rate of 15% per annum (the “note”). In 2021, the Company utilized the delayed draw facility of the credit agreement and amended the note to provide an additional $15.0 million to fund the acquisition of BitAccess Inc. In March 2022, the note was again amended to provide an additional term loan in an aggregate principal amount of $5.0 million.

On May 2, 2023, the Company amended its note with its lender. Pursuant to the amendment, the accelerated repayment feature in the event of a business combination transaction or a change in control transaction was removed and the repayment date was extended to August 15, 2023 to allow for a renegotiation of the repayment schedule. In addition, the fixed interest rate in the note was modified to increase the rate from 15% per annum to 20% per annum effective February 16, 2023 through August 15, 2023, and a catch-up payment was made for the incremental interest from February 16, 2023 through May 1, 2023 of approximately $0.3 million.

On June 23, 2023, the Company amended and restated its credit agreement (the "amended and restated note") with its existing lender. Under the amended and restated note, the Company refinanced $20.8 million of the note which is subject to an annual interest at a rate of 17% per annum. The Company is required to make monthly interest payments and fixed principal payments every six months beginning on December 15, 2023 through June 15, 2026. In connection with the amended and restated credit agreement, the Company repaid approximately $16.4 million of the outstanding principal balance of the note, refinanced $20.8 million of the outstanding principal balance of the note and paid an exit fee of $2.3 million. The amended and restated note matures on June 23, 2026, at which time, any outstanding principal balance and any accrued interest become due. Additionally, the Company is required to pay an exit fee of $1.8 million upon maturity or prepayment and accordingly, has included this amount in the note payable, non-current in the Consolidated Balance Sheet. In conjunction with the transaction, Legacy Bitcoin Depot and BT Assets, Inc. were substituted for BT OpCo and BT HoldCo, LLC respectively. The amended and restated note is collateralized by substantially all of the assets of BT HoldCo, LLC and is guaranteed by BT Assets, Inc., Mintz Assets, Inc., Express Vending, Inc., Intuitive Software, LLC, Digital Gold Ventures, Inc. and BitAccess Inc. The Company is subject to certain financial covenants contained in the amended and restated note, which require BT HoldCo and certain of its subsidiaries to maintain certain cash balances, and a maximum consolidated total leverage ratio, in addition to customary administrative covenants. The Company accounted for the amended and restated note as a debt modification in accordance with ASC 470, Debt.

The Company deferred financing costs of approximately $2.4 million of cost (which includes the exit fee of $1.8 million) to the lender associated with refinancing of the note, which was reflected as a reduction of the amended and restated note proceeds. The Company will recognize these deferred financing costs, along with the remaining unamortized deferred financing costs related to the original note, using the effective interest method over the term of the note.

Note payable consisted of the following as of September 30, 2023 and December 31, 2022 (in thousands):

 

 

September 30, 2023

 

 

December 31, 2022

 

Note payable

 

$

20,750

 

 

$

39,419

 

Plus: exit fee due upon payment of note

 

 

1,764

 

 

 

—

 

Less: unamortized deferred financing costs

 

 

(3,798

)

 

 

(1,847

)

Total Note payable

 

$

18,716

 

 

$

37,572

 

Less: current portion of note payable

 

 

(1,868

)

 

 

(8,050

)

Note payable, non-current

 

$

16,848

 

 

$

29,522

 

 

At September 30, 2023, aggregate future principal payments are as follows (in thousands):

 

 

Amount

 

2023 (for the remainder of)

 

$

830

 

2024

 

 

2,282

 

2025

 

 

3,320

 

2026

 

 

14,318

 

Total

 

$

20,750