Non-controlling interests

9 Months Ended

Sep. 30, 2024

(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.