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Non-controlling interests | 9 Months Ended
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Sep. 30, 2024
Noncontrolling interest [Abstract] |
Non-controlling interests | (11) Non-controlling interests The following table presents the changes in the balances of non-controlling interests for the three and nine months ended September 30, 2024 and 2023 (in thousands):
|  | BitAccess |  | BT HoldCo |  | Total |
Beginning balance July 1, 2024 |  | $ | 2,767 |  | $ | 18,337 |  | $ | 21,104 |
Distributions |  |  | — |  |  | (15,000 | ) |  | (15,000 | )
Share-based compensation expense |  |  | 8 |  |  | — |  |  | 8 |
Foreign currency translation |  |  | — |  |  | (13 | ) |  | (13 | )
Net income (loss) |  |  | (128 | ) |  | 3,366 |  |  | 3,238 |
Ending balance September 30, 2024 |  | $ | 2,647 |  | $ | 6,690 |  | $ | 9,337 |
Beginning balance January 1, 2024 |  | $ | 2,707 |  | $ | 22,480 |  | $ | 25,187 |
Distributions |  |  | — |  |  | (22,748 | ) |  | (22,748 | )
Share-based compensation expense |  |  | 24 |  |  | — |  |  | 24 |
Redemption of non-controlling interest |  |  | — |  |  | (585 | ) |  | (585 | )
Net income (loss) |  |  | (84 | ) |  | 7,543 |  |  | 7,459 |
Ending balance September 30, 2024 |  | $ | 2,647 |  | $ | 6,690 |  | $ | 9,337 |
|  | BitAccess |  | Bitcoin Depot Inc. |  | Total |
Beginning balance July 1, 2023 |  | $ | 2,480 |  | $ | 9,866 |  | $ | 12,346 |
Distributions |  |  | — |  |  | (294 | ) |  | (294 | )
Stock compensation |  |  | 146 |  |  | — |  |  | 146 |
Foreign currency translation |  |  | — |  |  | 87 |  |  | 87 |
Net income (loss) |  |  | (137 | ) |  | 8,300 |  |  | 8,163 |
Ending balance September 30, 2023 |  | $ | 2,489 |  | $ | 17,959 |  | $ | 20,448 |
Beginning balance January 1, 2023 |  | $ | 2,230 |  | $ | — |  | $ | 2,230 |
Distributions |  |  | — |  |  | (294 | ) |  | (294 | )
Stock compensation |  |  | 528 |  |  | — |  |  | 528 |
Foreign currency translation |  |  | — |  |  | 87 |  |  | 87 |
Recapitalization |  |  | — |  |  | 9,866 |  |  | 9,866 |
Net income (loss) |  |  | (269 | ) |  | 8,300 |  |  | 8,031 |
Ending balance September 30, 2023 |  | $ | 2,489 |  | $ | 17,959 |  | $ | 20,448 |
Non-controlling Interest - BitAccess In July 2021, the Company obtained a controlling interest in BitAccess Inc. in a business combination. The un-affiliated interest in BitAccess Inc. is reported as non-controlling interests in the accompanying consolidated financial statements. As of both September 30, 2024 and December 31, 2023, the non-controlling interest ownership was 17.86%. The non-controlling interest has certain rights as defined in the Amended and Restated Shareholders Agreement, including the right, but not the obligation, to cause the Company to purchase the non-controlling interest immediately prior to a liquidity event (as defined in the Amended and Restated Shareholders Agreement) at the fair value of the non-controlling interest as of the liquidity event. The non-controlling interest is not mandatorily redeemable. The Company also holds a right, but not an obligation, to cause the non-controlling interest holders to sell the non-controlling interest under the same conditions. Non-controlling Interest - BT HoldCo As of September 30, 2024, the Company is the primary beneficiary of BT HoldCo. The majority stockholder of BT HoldCo, BT Assets, holds 41,193,024 common units, and 2,900,000 preferred units of BT HoldCo, along with 41,193,024 Class V voting, non-economic shares in the Company. BT Assets has the right to exchange the common units, together with a corresponding number of shares of Class V common stock, for, at the Company’s option, (i) shares of the Company’s Class A common stock or (ii) cash from a substantially concurrent public offering or private sale (based on the price of the Company’s Class A common stock). The ownership interests in BT HoldCo held by BT Assets represent the non-controlling interest not directly attributable to Bitcoin Depot and are reported as part of non-controlling interests in BT HoldCo on the accompanying consolidated financial statements. See below the ownership percentage as of the reporting period end. As of September 30, 2024, BT Assets had exchanged 2,906,976 common units. The following table summarizes the ownership interests in BT HoldCo common units:
|  | As of September 30, 2024 |  |  | As of December 31, 2023 |
|  | BT HoldCo |  |  | Ownership % |  |  | BT HoldCo |  |  | Ownership % |
Number of BT HoldCo interests held by Bitcoin Depot Inc. |  |  | 20,919,174 |  |  |  | 32.18 | % |  |  | 16,727,691 |  |  |  | 27.50 | %
Number of BT HoldCo interests held by non-controlling interest holders |  |  | 41,193,024 |  |  |  | 67.82 | % |  |  | 44,100,000 |  |  |  | 72.50 | %
Total BT HoldCo interests outstanding |  |  | 62,112,198 |  |  |  | 100.00 | % |  |  | 60,827,691 |  |  |  | 100.00 | %
The following table summarizes the redemptions BT HoldCo interests:
| Nine Months Ended September 30, 2024 |  |  | Year Ended December 31, 2023 |
Redemption and acquisition of BT HoldCo interests: |  |  |  |  |
Number of BT HoldCo interests redeemed by the non-controlling interest holders |  | 2,906,976 |  |  |  | — |
Number of BT HoldCo interests received by PubCo |  | 2,906,976 |  |  |  | — |
Issuance of Class A common stock: |  |  |  |  |
Shares of Class A common stock issued in connection with the redemption of BT HoldCo interests |  | 2,906,976 |  |  |  | — |
Cancellation of BT HoldCo common units and Class V units: |  |  |  |  |
Number of BT HoldCo common Units surrendered |  | 2,906,976 |  |  |  | — |
Number of PubCo Class V units surrendered |  | 2,906,976 |  |  |  | — |
The preferred units are entitled to a $10.00 per unit preference (total preference of $29.0 million) on liquidation or distribution before any distributions may be made to other unitholders (other than certain permitted tax distributions). After the close of the Merger, up to $29.0 million of the net income from BT OpCo may be allocated to BT HoldCo. If net income exceeds $29.0 million, such excess income will be allocated to Bitcoin Depot and BT HoldCo based on their pro rata economic ownership interest in BT OpCo. When the preference amount is paid, the preferred units are automatically converted to common units. As such, the Company uses the Hypothetical Liquidation at Book Value (“HLBV”) method to determine its equity in the earnings of BT HoldCo. Under the HLBV method, a calculation is prepared at each balance sheet date to determine the amount that the Company would receive if BT HoldCo were to liquidate all of its assets (at book value in accordance with U.S. GAAP) on that date and distribute the net proceeds to the partners based on the contractually-defined liquidation priorities. The difference between the net assets at the beginning and end of the period, after adjusting for capital contributions, tax distributions, stock compensation and distributions, is the Company’s income or loss from BT HoldCo for the period. As of September 30, 2024, the non-controlling interest ownership of BT HoldCo was 67.8% and and the non-controlling interest was $6.7 million. As of December 31, 2023, the non-controlling interest ownership of BT HoldCo was 72.6% and and the non-controlling interest was $25.2 million.

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- Definition The entire disclosure for noncontrolling interest in consolidated subsidiaries, which could include the name of the subsidiary, the ownership percentage held by the parent, the ownership percentage held by the noncontrolling owners, the amount of the noncontrolling interest, the location of this amount on the balance sheet (when not reported separately), an explanation of the increase or decrease in the amount of the noncontrolling interest, the noncontrolling interest share of the net Income or Loss of the subsidiary, the location of this amount on the income statement (when not reported separately), the nature of the noncontrolling interest such as background information and terms, the amount of the noncontrolling interest represented by preferred stock, a description of the preferred stock, and the dividend requirements of the preferred stock. + References Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 810 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org/810/tableOfContent + Details
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- References No definition available. + Details
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