XML 144 R26.htm IDEA: XBRL DOCUMENT
v3.26.1

Income Taxes | 12 Months Ended
--- | ---
Dec. 31, 2025
Income Tax Disclosure [Abstract] |
Income Taxes | (16) Income Taxes Income before provision for income taxes consisted of the following (in thousands):
|  | Year ended December 31, |
|  | 2025 |  |  | 2024 |
United States |  | $ | 26,633 |  |  | $ | 11,324 |
Non-U.S. |  |  | (19,636 | ) |  |  | (1,372 | )
Income before provision for income taxes and non-controlling interest |  | $ | 6,997 |  |  | $ | 9,952 |
Significant components of the provision for income taxes for the years ended December 31, 2025 and 2024 are as follows:
|  | Year Ended December 31, |
|  | 2025 |  |  | 2024 |
Current: |  |  |  |  |  |  |  |
Federal |  | $ | 7,046 |  |  | $ | 2,261 |
State |  |  | 2,001 |  |  |  | 1,443 |
Foreign |  |  | (131 | ) |  |  | 18 |
Total current provision for income taxes |  |  | 8,916 |  |  |  | 3,722 |
Deferred: |  |  |  |  |  |  |  |
Federal |  |  | (5,321 | ) |  |  | (944 | )
State |  |  | (636 | ) |  |  | (326 | )
Foreign |  |  | (671 | ) |  |  | (314 | )
Total deferred provision for income taxes |  |  | (6,628 | ) |  |  | (1,584 | )
Total provision for income taxes |  | $ | 2,288 |  |  | $ | 2,138 |
The Company accounts for income taxes under FASB ASC 740 Accounting for Income Taxes. Deferred income taxes and liabilities are determined based upon differences between financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. A reconciliation of the provision for income taxes to the amount computed by applying the 21% statutory U.S. federal income tax rate to income before income taxes after the adoption of ASU 2023-09 is as follows:
|  | Year Ended December 31, 2025 |
Tax at U.S. statutory rate |  | $ | 1,469 |  |  |  | 21.00 | %
State taxes, net of federal benefit* |  |  | 864 |  |  |  | 12.35 | %
Foreign tax effects |  |  |  |  |  |  |  |
Canada |  |  |  |  |  |  |  |
Statutory tax rate difference between Canada and United States |  |  | (1,100 | ) |  |  | (15.72 | )%
Change in valuation allowance |  |  | 4,357 |  |  |  | 62.27 | %
Nontaxable or nondeductible Items |  |  | 106 |  |  |  | 1.51 | %
Other |  |  | 18 |  |  |  | 0.25 | %
Australia |  |  |  |  |  |  |  |
Other |  |  | (58 | ) |  |  | (0.83 | )%
Tax credits |  |  |  |  |  |  |  |
Research & development credits |  |  | (213 | ) |  |  | (3.04 | )%
Change in valuation allowances |  |  | (7,871 | ) |  |  | (112.50 | )%
Nontaxable or nondeductible items |  |  |  |  |  |  |  |
Disallowed meals & entertainment |  |  | 116 |  |  |  | 1.66 | %
Lobbying expenses |  |  | 254 |  |  |  | 3.64 | %
Non-controlling interest |  |  | (4,175 | ) |  |  | (59.67 | )%
Posting of deferred balances from merger |  |  | 8,306 |  |  |  | 118.72 | %
Stock compensation |  |  | (88 | ) |  |  | (1.26 | )%
Other |  |  | 112 |  |  |  | 1.61 | %
Changes in unrecognized tax benefits |  |  | 191 |  |  |  | 2.73 | %
Total |  | $ | 2,288 |  |  |  | 32.72 | %
* | During the year ended December 31, 2025, state taxes in Florida, Pennsylvania, Illinois, New Jersey, California, Arizona, and Texas made up the majority of the tax effect in this category.
In 2025, the effective tax rate differs from the statutory U.S. federal rate of 21.0% primarily due to income or loss not being taxed due to the income and loss flowing through to its partners (non-controlling interest), and differences related to foreign operations, posting of valuation allowance in Canada, state taxes, valuation allowance release and posting of deferred balances from the merger BT HoldCo into Bitcoin Depot Inc., and nondeductible items. A reconciliation of the income tax expense at the statutory U.S. federal income tax rates as reflected in financial statements before the adoption of ASU 2023-09 for the year ended December 31, 2024 is as follows:
|  | Year Ended December 31, 2024 |
U.S. federal income tax at statutory rate |  |  | 21.00 | %
State taxes, net of federal benefit |  |  | 0.08 | %
Permanent differences |  |  | 0.84 | %
R&D credits |  |  | (0.60 | )%
Change in valuation allowance |  |  | 45.59 | %
Foreign rate differential |  |  | (0.88 | )%
Return to provision |  |  | 2.94 | %
Stock compensation |  |  | 2.41 | %
Non-controlling interest |  |  | (37.44 | )%
Posting of valuation allowance on partnership step-up |  |  | (9.99 | )%
Other |  |  | (2.48 | )%
Effective tax rate |  |  | 21.47 | %
In 2024, the effective tax rate differs from the statutory U.S. federal rate of 21.0% primarily due to the income or loss not being taxed due to the income and loss flowing through to its partners (non-controlling interest), and differences related to the foreign operations, state taxes, valuation allowance adjustments, and book-tax adjustments relating to share-based compensation. Deferred income taxes reflect the net tax effect of temporary differences between the carrying amount of assets and liabilities for financial reporting purposes and the amount used for income tax purposes. Significant components of the Company’s deferred tax assets (liabilities) consist of the following:
|  | Year Ended December 31, |
|  | 2025 |  |  | 2024 |
Deferred tax assets: |  |  |  |  |  |  |  |
Foreign net operating loss carryforwards |  | $ | 4,846 |  |  | $ | 232 |
Accrued expenses |  |  | 1,075 |  |  |  | — |
Lease liability |  |  | 706 |  |  |  | — |
Stock compensation |  |  | 1,055 |  |  |  | — |
Investment in partnership |  |  | — |  |  |  | 9,410 |
Property and equipment |  |  | — |  |  |  | 103 |
Start up costs |  |  | 636 |  |  |  | 711 |
Deferred issuance costs |  |  | 46 |  |  |  | 54 |
Cryptocurrency safeguarding liability |  |  | — |  |  |  | — |
Profit-sharing agreement liabilities |  |  | 9,410 |  |  |  | 3,404 |
Amortization |  |  | 3,137 |  |  |  | 361 |
Other |  |  | 6 |  |  |  | 1 |
Deferred tax assets before valuation allowance |  |  | 20,917 |  |  |  | 14,276 |
Less: Valuation allowance |  |  | (4,561 | ) |  |  | (9,707 | )
Deferred tax assets net of valuation allowance |  | $ | 16,356 |  |  | $ | 4,569 |
|  | Year Ended December 31, |
|  | 2025 |  |  | 2024 |
Deferred tax liabilities: |  |  |  |  |  |  |  |
Fixed Assets |  | $ | (4,856 | ) |  | $ | — |
Right of Use Asset |  |  | (707 | ) |  |  | — |
Intangibles |  |  | (213 | ) |  |  | (615 | )
Deferred tax liabilities |  |  | (5,776 | ) |  |  | (615 | )
Total net deferred tax asset |  | $ | 10,580 |  |  | $ | 3,954 |
As of December 31, 2025, the Company had Canada net operating loss carryforwards of $18.2 million, which will begin to expire in 2040. Additionally, the Company had Australia net operating loss carryforwards of $0.3 million which will not expire. As of December 31, 2025, management determined based on applicable accounting standards and the weight of all available evidence, it was more likely than not that the Company will realize its deferred tax assets based on the Company’s historical profitability in the United States. Additionally, the Company has released the previously established valuation allowance of $9.4 million with respect to its deferred tax asset related to its investment in BT HoldCo. As a result of the Up-C Restructuring, certain tax basis cumulative timing differences shifted from BT HoldCo to the Company which was posted through tax expense and offset with the release of the valuation allowance. The Company’s change in valuation allowance from 2024 ($9.7 million) to 2025 ($4.6 million) was a reduction of $5.1 million, resulting in a total valuation allowance of ($4.6) million as of December 31, 2025. As noted above, ($9.4) million of valuation allowance was released due to the merger of BT Holdco into Bitcoin Depot Inc. as Bitcoin Depot Inc. is profitable and will realize its deferred tax assets (cumulative income over the past 12 quarters and forecasted income). The Company also released $0.3 of valuation allowance related to Canada (Express Vending) and Australia, as these entities have cumulative income over the past 12 quarters and forecasted profitability. Finally, the Company posted a valuation allowance in Canada (BitAccess) due to large pre-tax loss as the result of a legal settlement of approximately $18 million, which resulted in cumulative losses over the past 12 quarters, and the inability to realize its total deferred tax assets in the foreseeable future. On July 4, 2025, President Donald Trump signed into law the reconciliation tax bill, commonly referred to as the “One Big Beautiful Bill Act” (the “OBBBA”), which constitutes the enactment date under U.S. GAAP. Key corporate tax provisions of the OBBBA include the restoration of 100% bonus depreciation for property acquired and placed in service after January 19, 2025 and increases the Section 179 expensing limit, the introduction of new Section 174A permitting immediate expensing of domestic research and experimental (“R&E”) expenditures and the capability to accelerate the remaining unamortized domestic R&E costs from tax years 2022 through 2024, modifications to Section 163(j) interest expense limitations, updates to the rules governing global intangible low-taxed income (“GILTI”) and foreign-derived intangible income (“FDII”), amendments to energy credit provisions, and the expansion of Section 162(m) aggregation requirements. The Company was able to utilize full bonus depreciation expensing and accelerated the Section 174 R&E expenses in 2025, as this resulted in less taxable income and cash taxes. The total liability for unrecognized income tax benefits was approximately $1.3 million and $1.0 million as of December 31, 2025, and December 31, 2024, which included less than $0.3 and $0.2 million of penalties and interest. The Company recognizes interest accrued and penalties, if applicable, related to unrecognized tax benefits in income tax expense. The reconciliation below summarizes the Company’s unrecognized tax benefits for the respective periods. These amounts primarily relate to state taxes in Texas.
|  | Year Ended December 31, |
|  | 2025 |  |  | 2024 |
Unrecognized tax benefits beginning of year |  | $ | 988 |  |  | $ | 845 |
Increases for prior period positions |  |  | 296 |  |  |  | 470 |
Decrease due to settlements and payments |  |  | — |  |  |  | (327 | )
Unrecognized tax benefits end of the year |  | $ | 1,284 |  |  | $ | 988 |
The Company is subject to taxation in the United States and various states therein, Canada, Australia, Hong Kong, and the United Kingdom. As of December 31, 2025, tax years for 2022 through 2025 are subject to examination by the United States and various states, and Canada. In the normal course of business, the Company is subject to examination by U.S. federal and state, Canadian, Australian, Hong Kong, and United Kingdom jurisdictions, where applicable. The Company is only under audit in the state of Texas at this point, no other jurisdictions (foreign or domestic) are under audit. As of December 31, 2025 and 2024, the Company has made no provision for foreign or domestic income taxes on the cumulative unremitted earnings of our foreign subsidiaries. The Company intends to permanently reinvest all foreign earnings and have no intention to repatriate foreign earnings for the foreseeable future. The following table presents cash paid for taxes (net of refunds) by jurisdiction for the year ended December 31, 2025 (in thousands):
|  | Year Ended December 31, |
|  | 2025 |  |  | 2024 |
U.S. Federal |  | $ | 7,275 |  |  |  |  |
State: |  |  |  |  |  |  |  |
Other |  |  | 2,027 |  |  |  |  |
Foreign: |  |  |  |  |  |  |  |
Other |  |  | 349 |  |  |  |  |
Total cash paid for income taxes (net of refunds) |  | $ | 9,651 |  |  |  |  |
Total cash paid for income taxes (prior to ASU 2023-09) |  |  |  |  |  | $ | 4,243 |
Tax Receivable Agreement On May 30, 2025, the Company and BT Assets agreed to terminate the Tax Receivable Agreement, dated as of June 30, 2023 (the “Tax Receivable Agreement”), by and among the Company, BT HoldCo and BT Assets. As consideration for the termination of the Tax Receivable Agreement, the Company made a cash payment to the former stockholders of BT Assets (including Mr. Mintz and his affiliated entities) in the amount of $8.4 million. The Company derecognized the Tax Receivable Agreement to Additional paid-in capital as a result of the transaction being accounted for as a common control transaction. The Company currently has no Tax Receivable Agreement liability on the balance sheet.

X
- References No definition available. + Details
Name: | us-gaap_IncomeTaxDisclosureAbstract
Namespace Prefix: | us-gaap_
Data Type: | xbrli:stringItemType
Balance Type: | na
Period Type: | duration

X
- Definition The entire disclosure for income tax. + References Reference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 942 -SubTopic 740 -Name Accounting Standards Codification -Section 50 -Paragraph 1 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org/1943274/2147477617/942-740-50-1 Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 235 -SubTopic 10 -Name Accounting Standards Codification -Section S50 -Paragraph 1 -Publisher FASB -URI https://asc.fasb.org/1943274/2147480738/235-10-S50-1 Reference 3: http://www.xbrl.org/2003/role/disclosureRef -Topic 944 -SubTopic 740 -Name Accounting Standards Codification -Section 50 -Paragraph 1 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org/1943274/2147478822/944-740-50-1 Reference 4: http://www.xbrl.org/2003/role/disclosureRef -Topic 740 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 12 -Publisher FASB -URI https://asc.fasb.org/1943274/2147482685/740-10-50-12 Reference 5: http://www.xbrl.org/2003/role/exampleRef -Topic 740 -SubTopic 10 -Name Accounting Standards Codification -Section 55 -Paragraph 231 -Publisher FASB -URI https://asc.fasb.org/1943274/2147482663/740-10-55-231 Reference 6: http://www.xbrl.org/2003/role/disclosureRef -Topic 740 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 12C -Publisher FASB -URI https://asc.fasb.org/1943274/2147482685/740-10-50-12C Reference 7: http://www.xbrl.org/2003/role/disclosureRef -Topic 740 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 12B -Publisher FASB -URI https://asc.fasb.org/1943274/2147482685/740-10-50-12B Reference 8: http://www.xbrl.org/2003/role/disclosureRef -Topic 740 -SubTopic 270 -Name Accounting Standards Codification -Section 50 -Paragraph 1 -Publisher FASB -URI https://asc.fasb.org/1943274/2147477891/740-270-50-1 Reference 9: http://www.xbrl.org/2003/role/disclosureRef -Topic 740 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SAB Topic 6.I.5.Q1) -Publisher FASB -URI https://asc.fasb.org/1943274/2147479360/740-10-S99-1 Reference 10: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 13 -Publisher FASB -URI https://asc.fasb.org/1943274/2147480990/946-20-50-13 Reference 11: http://www.xbrl.org/2003/role/disclosureRef -Topic 235 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.4-08(h)(2)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480678/235-10-S99-1 Reference 12: http://www.xbrl.org/2003/role/disclosureRef -Topic 740 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org/740/tableOfContent Reference 13: http://www.xbrl.org/2003/role/disclosureRef -Topic 740 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 14 -Publisher FASB -URI https://asc.fasb.org/1943274/2147482685/740-10-50-14 Reference 14: http://www.xbrl.org/2003/role/disclosureRef -Topic 740 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 21 -Publisher FASB -URI https://asc.fasb.org/1943274/2147482685/740-10-50-21 Reference 15: http://www.xbrl.org/2003/role/disclosureRef -Topic 740 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 17 -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org/1943274/2147482685/740-10-50-17 Reference 16: http://www.xbrl.org/2003/role/disclosureRef -Topic 740 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 2 -Subparagraph (SAB Topic 11.C) -Publisher FASB -URI https://asc.fasb.org/1943274/2147479360/740-10-S99-2 Reference 17: http://www.xbrl.org/2003/role/disclosureRef -Topic 740 -SubTopic 30 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org/1943274/2147482603/740-30-50-2 + Details
Name: | us-gaap_IncomeTaxDisclosureTextBlock
Namespace Prefix: | us-gaap_
Data Type: | dtr-types:textBlockItemType
Balance Type: | na
Period Type: | duration