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, 2024 |
| (unaudited) |
| BT OpCo |  | BT HoldCo |  | PubCo |  | Eliminations |  | Consolidated |
Assets |  |  |  |  |  |  |  |  |  |
Current: |  |  |  |  |  |  |  |  |  |
Cash and cash equivalents | $ | 31,236 |  | $ | 51 |  | $ | 942 |  | $ | — |  | $ | 32,229 |
Cryptocurrencies |  | 1,311 |  |  | — |  |  | — |  |  | — |  |  | 1,311 |
Accounts receivable |  | 380 |  |  | — |  |  | — |  |  | — |  |  | 380 |
Prepaid expenses and other current assets |  | 4,990 |  |  | 331 |  |  | 2,132 |  |  | — |  |  | 7,453 |
Total current assets |  | 37,917 |  |  | 382 |  |  | 3,074 |  |  | — |  |  | 41,373 |
Property and equipment: |  |  |  |  |  |  |  |  |  |
Furniture and fixtures |  | 635 |  |  | — |  |  | — |  |  | — |  |  | 635 |
Leasehold improvements |  | 172 |  |  | — |  |  | — |  |  | — |  |  | 172 |
Kiosk machines - owned |  | 32,086 |  |  | — |  |  | — |  |  | — |  |  | 32,086 |
Kiosk machines - leased |  | 20,004 |  |  | — |  |  | — |  |  | — |  |  | 20,004 |
Total property and equipment |  | 52,897 |  |  | — |  |  | — |  |  | — |  |  | 52,897 |
Less: accumulated depreciation |  | (25,350 | ) |  |  |  |  |  |  |  | (25,350 | )
Total property and equipment, net |  | 27,547 |  |  | — |  |  | — |  |  | — |  |  | 27,547 |
Intangible assets, net |  | 2,698 |  |  | — |  |  | — |  |  | — |  |  | 2,698 |
Goodwill |  | 8,717 |  |  | — |  |  | — |  |  | — |  |  | 8,717 |
Operating lease right-of-use assets, net |  | 2,814 |  |  | — |  |  | — |  |  | — |  |  | 2,814 |
Security deposits |  | 736 |  |  | — |  |  | — |  |  | — |  |  | 736 |
Deferred tax asset |  | 41 |  |  | — |  |  | 3,521 |  |  | — |  |  | 3,562 |
Due from related parties |  | 9,722 |  |  | — |  |  | 296 |  |  | (10,018 | ) |  | — |
Investment in Subsidiary |  | — |  |  | (984 | ) |  | — |  |  | 984 |  |  | — |
Total Assets | $ | 90,192 |  | $ | (602 | ) | $ | 6,891 |  | $ | (9,034 | ) | $ | 87,447 |

| September 30, 2024 |
| (unaudited) |
| BT OpCo |  | BT HoldCo |  | PubCo |  | Eliminations |  | Consolidated |
Liabilities and Stockholders’ (Deficit) Equity |  |  |  |  |  |  |  |  |  |
Current: |  |  |  |  |  |  |  |  |  |
Accounts payable | $ | 11,914 |  | $ | 3 |  | $ | 48 |  | $ | — |  | $ | 11,965 |
Accrued expenses |  | 17,587 |  |  | — |  |  | 2,609 |  |  | — |  |  | 20,196 |
Notes payable |  | 4,860 |  |  | — |  |  | — |  |  | — |  |  | 4,860 |
Income taxes payable |  | 1,876 |  |  | — |  |  | (521 | ) |  | — |  |  | 1,355 |
Deferred revenue |  | 201 |  |  | — |  |  | — |  |  | — |  |  | 201 |
Operating lease liabilities, current portion |  | 887 |  |  | — |  |  | — |  |  | — |  |  | 887 |
Current installments of obligations under finance leases |  | 3,931 |  |  | — |  |  | — |  |  | — |  |  | 3,931 |
Other tax payable |  | — |  |  | — |  |  | 2,236 |  |  | — |  |  | 2,236 |
Total current liabilities |  | 41,256 |  |  | 3 |  |  | 4,372 |  |  | — |  |  | 45,631 |
Long-term liabilities: |  |  |  |  |  |  |  |  |  |
Note payable, non-current |  | 41,864 |  |  | — |  |  | — |  |  | — |  |  | 41,864 |
Operating lease liabilities, non-current |  | 1,983 |  |  | — |  |  | — |  |  | — |  |  | 1,983 |
Obligations under finance leases, non-current |  | 2,856 |  |  | — |  |  | — |  |  | — |  |  | 2,856 |
Deferred income tax, net |  | 852 |  |  | — |  |  | — |  |  | — |  |  | 852 |
Due to related parties |  | 296 |  |  | — |  |  | 9,722 |  |  | (10,018 | ) |  | — |
Tax receivable agreement liability |  | — |  |  | — |  |  | 2,126 |  |  | — |  |  | 2,126 |
Total Liabilities |  | 89,107 |  |  | 3 |  |  | 16,220 |  |  | (10,018 | ) |  | 95,312 |
Commitments and Contingencies (Note 22) |  |  |  |  |  |  |  |  |  |
Stockholders’ (Deficit) Equity |  |  |  |  |  |  |  |  |  |
Series A Preferred Stock, $0.0001 par value; 50,000,000 authorized, 3,075,000 and 3,125,000 shares issued and outstanding, at June 30, 2024 and December 31, 2023, respectively |  | — |  |  | 484 |  |  | — |  |  | (484 | ) |  | — |
Class A common stock, $0.0001 par value; 800,000,000 authorized, 17,345,855 and 13,602,691 shares issued, and 17,155,211 and 13,482,047 shares outstanding at June 30, 2024 and December 31, 2023, respectively |  | — |  |  | 6,881 |  |  | 1 |  |  | (6,881 | ) |  | 1 |
Class B common stock, $0.0001 par value; 20,000,000 authorized, no shares issued and outstanding at March 31, 2024 and December 31, 2023 |  | — |  |  | — |  |  | — |  |  | — |  |  | — |
Class E common stock, $0.0001 par value; 2,250,000 authorized, 1,075,761 shares issued and outstanding at June 30, 2024 and December 31, 2023 |  | — |  |  | — |  |  | — |  |  | — |  |  | — |
Class M common stock, $0.0001 par value; 300,000,000 authorized, no shares issued and outstanding at June 30, 2024 and December 31, 2023 |  | — |  |  | — |  |  | — |  |  | — |  |  | — |
Class O common stock, $0.0001 par value; 800,000,000 authorized, no shares issued and outstanding at June 30, 2024 and December 31, 2023 |  | — |  |  | — |  |  | — |  |  | — |  |  | — |
Class V common stock, $0.0001 par value; 300,000,000 authorized, 41,193,024 and 44,100,000 shares issued and outstanding at June 30, 2024 and December 31, 2023, respectively |  | — |  |  | — |  |  | 4 |  |  | — |  |  | 4 |
Treasury stock |  | — |  |  | — |  |  | (437 | ) |  | — |  |  | (437 | )
Stock subscriptions receivable |  | — |  |  | — |  |  | — |  |  | — |  |  | — |
Additional paid-in capital |  | — |  |  | 4,115 |  |  | 20,550 |  |  | (3,530 | ) |  | 21,135 |
Retained earnings (accumulated deficit) |  | — |  |  | (15,030 | ) |  | (29,244 | ) |  | 6,573 |  |  | (37,701 | )
Equity attributed to Bitcoin Depot Inc. |  | (1,372 | ) |  | (44 | ) |  | — |  |  | 1,416 |  |  | — |
Accumulated other comprehensive loss |  | (191 | ) |  | — |  |  | (203 | ) |  | 190 |  |  | (204 | )
Total Stockholders’ (Deficit) Equity and Equity Attributable to Bitcoin Depot Inc. |  | (1,563 | ) |  | (3,594 | ) |  | (9,329 | ) |  | (2,716 | ) |  | (17,202 | )
Equity attributable to non-controlling interests |  | 2,648 |  |  | 2,989 |  |  | — |  |  | 3,700 |  |  | 9,337 |
Total Stockholders’ (Deficit) Equity |  | 1,085 |  |  | (605 | ) |  | (9,329 | ) |  | 984 |  |  | (7,865 | )
Total Liabilities and Stockholders’ (Deficit) Equity | $ | 90,192 |  | $ | (602 | ) | $ | 6,891 |  | $ | (9,034 | ) | $ | 87,447 |

| Nine Months Ended September 30, 2024 |
| (unaudited) |
| BT OpCo |  | BT HoldCo |  | PubCo |  | Eliminations |  | Consolidated |
Revenue | $ | 436,876 |  | $ | 4,432 |  | $ | — |  | $ | (4,432 | ) | $ | 436,876 |
Cost of revenue (excluding depreciation and amortization) |  | 370,848 |  |  | — |  |  | — |  |  | — |  |  | 370,848 |
Operating expenses: |  | — |  |  | — |  |  | — |  |  | — |  |  |
Selling, general, and administrative |  | 41,637 |  |  | — |  |  | 2,425 |  |  | — |  |  | 44,062 |
Depreciation and amortization |  | 8,184 |  |  | — |  |  | — |  |  | — |  |  | 8,184 |
Total operating expenses |  | 49,821 |  |  | — |  |  | 2,425 |  |  | — |  |  | 52,246 |
Income from operations |  | 16,207 |  |  | 4,432 |  |  | (2,425 | ) |  | (4,432 | ) |  | 13,782 |
Other (expense) income: |  |  |  |  |  |  |  |  |  |
Interest expense |  | 10,724 |  |  | — |  |  | 7 |  |  | — |  |  | 10,731 |
Other (expense) income |  | (132 | ) |  | — |  |  | (11 | ) |  | — |  |  | (143 | )
(Loss) on foreign currency transactions |  | 294 |  |  | — |  |  | — |  |  | — |  |  | 294 |
Total other (expense) income |  | 10,886 |  |  | — |  |  | (4 | ) |  | — |  |  | 10,882 |
Income (loss) before provision for income taxes and non-controlling interest |  | 5,321 |  |  | 4,432 |  |  | (2,421 | ) |  | (4,432 | ) |  | 2,900 |
Income tax (expense) benefit |  | (913 | ) |  | — |  |  | 434 |  |  | — |  |  | (479 | )
Net (loss) income |  | 4,408 |  |  | 4,432 |  |  | (1,987 | ) |  | (4,432 | ) |  | 2,421 |
Net income (loss) attributable to non-controlling interest in subsidiary |  | (84 | ) |  | (84 | ) |  | — |  |  | 7,627 |  |  | 7,459 |
Net (loss) income attributable to Bitcoin Depot Inc. |  | 4,492 |  |  | 4,516 |  |  | (1,987 | ) |  | (12,059 | ) |  | (5,038 | )
Other comprehensive income (loss), net of tax |  |  |  |  |  |  |  |  |  |
Net (loss) income |  | 4,408 |  |  | 4,432 |  |  | (1,987 | ) |  | (4,432 | ) |  | 2,421 |
Foreign currency translation adjustments |  | (1 | ) |  | — |  |  | — |  |  | — |  |  | (1 | )
Total comprehensive (loss) income |  | 4,407 |  |  | 4,432 |  |  | (1,987 | ) |  | (4,432 | ) |  | 2,420 |
Comprehensive income (loss) attributable to non-controlling interest in subsidiary |  | (84 | ) |  | (84 | ) |  | — |  |  | 7,627 |  |  | 7,459 |
Comprehensive (loss) income attributable to Bitcoin Depot Inc. | $ | 4,491 |  | $ | 4,516 |  | $ | (1,987 | ) | $ | (12,059 | ) | $ | (5,039 | )

| Three Months Ended September 30, 2024 |
| (unaudited) |
| BT OpCo |  | BT HoldCo |  | PubCo |  | Eliminations |  | Consolidated |
Revenue | $ | 135,271 |  | $ | 2,847 |  | $ | — |  | $ | (2,847 | ) | $ | 135,271 |
Cost of revenue (excluding depreciation and amortization) |  | 112,853 |  |  | — |  |  | — |  |  | — |  |  | 112,853 |
Operating expenses: |  | — |  |  | — |  |  | — |  |  | — |  |  |
Selling, general, and administrative |  | 13,866 |  |  | — |  |  | 828 |  |  | — |  |  | 14,694 |
Depreciation and amortization |  | 2,245 |  |  | — |  |  | — |  |  | — |  |  | 2,245 |
Total operating expenses |  | 16,111 |  |  | — |  |  | 828 |  |  | — |  |  | 16,939 |
Income from operations |  | 6,307 |  |  | 2,847 |  |  | (828 | ) |  | (2,847 | ) |  | 5,479 |
Other (expense) income: |  |  |  |  |  |  |  |  |  |
Interest expense |  | 2,900 |  |  | — |  |  | 7 |  |  | — |  |  | 2,907 |
Other (expense) income |  | (103 | ) |  | — |  |  | — |  |  | — |  |  | (103 | )
(Loss) on foreign currency transactions |  | 29 |  |  | — |  |  | — |  |  | — |  |  | 29 |
Total other (expense) income |  | 2,826 |  |  | — |  |  | 7 |  |  | — |  |  | 2,833 |
Income (loss) before provision for income taxes and non-controlling interest |  | 3,481 |  |  | 2,847 |  |  | (835 | ) |  | (2,847 | ) |  | 2,646 |
Income tax (expense) benefit |  | (659 | ) |  | — |  |  | 312 |  |  | — |  |  | (347 | )
Net (loss) income |  | 2,822 |  |  | 2,847 |  |  | (523 | ) |  | (2,847 | ) |  | 2,299 |
Net income (loss) attributable to non-controlling interest in subsidiary |  | (128 | ) |  | (128 | ) |  | — |  |  | 3,494 |  |  | 3,238 |
Net (loss) income attributable to Bitcoin Depot Inc. |  | 2,950 |  |  | 2,975 |  |  | (523 | ) |  | (6,341 | ) |  | (939 | )
Other comprehensive income (loss), net of tax |  |  |  |  |  |  |  |  |  |
Net (loss) income |  | 2,822 |  |  | 2,846 |  |  | (523 | ) |  | (2,846 | ) |  | 2,299 |
Foreign currency translation adjustments |  | (19 | ) |  | — |  |  | — |  |  | — |  |  | (19 | )
Total comprehensive (loss) income |  | 2,803 |  |  | 2,846 |  |  | (523 | ) |  | (2,846 | ) |  | 2,280 |
Comprehensive income (loss) attributable to non-controlling interest in subsidiary |  | (128 | ) |  | (128 | ) |  | — |  |  | 3,481 |  |  | 3,225 |
Comprehensive (loss) income attributable to Bitcoin Depot Inc. | $ | 2,931 |  | $ | 2,974 |  | $ | (523 | ) | $ | (6,327 | ) | $ | (945 | )