Bitcoin Depot (BTM) Registration filing summary

Company overview and business model

• Operates the largest network of Bitcoin ATMs (BTMs) in North America, with ~9,700 kiosks and 16,300 BDCheckout retail locations as of December 31, 2025.

• Offers cash-to-Bitcoin transactions via kiosks, BDCheckout, and a mobile app, targeting cash-preferred users excluded from digital finance.

• Expanded internationally to Canada, Australia, and Hong Kong, and recently entered the peer-to-peer social betting market with the acquisition of Kutt, Inc.

• Generates revenue primarily from transaction fees and markups on Bitcoin sales at kiosks and BDCheckout locations.

• Maintains a leading market share (~23%) in the U.S. BTM market and focuses on compliance, user experience, and prudent Bitcoin management.

Financial performance and metrics

• 2025 revenue: $614.9 million (up 7.2% from $573.7 million in 2024); net income: $4.7 million (down from $7.8 million in 2024).

• Adjusted EBITDA for 2025: $56.4 million (9.2% margin); gross profit margin: 17.2%.

• Working capital at year-end 2025: $16.7 million; cash and cash equivalents: $65.6 million.

• Cost of revenue (excluding depreciation/amortization) in 2025: $501.6 million, driven by cryptocurrency expenses, floorspace leases, and kiosk operations.

• Cash flow from operations in 2025: $34.0 million; positive cash flow for at least the next 12 months expected.

Use of proceeds and capital allocation

• No proceeds will be received from the resale of shares by selling stockholders; all proceeds go to the selling stockholders.

• Capital allocation focuses on reinvestment in business growth, product development, and strategic acquisitions.

• Recent capital raised through ATM equity offering and franchise profit-sharing arrangements; debt used for kiosk expansion and acquisitions.