Notes Payable

9 Months Ended

Sep. 30, 2024

Debt Disclosure [Abstract]

Notes Payable

(13) Notes Payable

Credit Agreement

On December 21, 2020, the Company entered into a credit agreement with a financial institution (the "Credit Agreement") which provided for initial term loans in an aggregate principal amount of $25.0 million, comprised of two $12.5 million tranches, and which

accrued interest at a rate of 15% per annum (the “note”). In 2021, the Company utilized the delayed draw facility of the Credit Agreement and amended the note to provide an additional $15.0 million to fund the acquisition of BitAccess Inc. In March 2022, the note was again amended to provide an additional term loan in an aggregate principal amount of $5.0 million.

On May 2, 2023, the Company amended its note with its lender. Pursuant to the amendment, the accelerated repayment feature in the event of a business combination transaction or a change in control transaction was removed and the repayment date was extended to August 15, 2023 to allow for a renegotiation of the repayment schedule. In addition, the fixed interest rate in the note was modified to increase the rate from 15% per annum to 20% per annum effective February 16, 2023 through August 15, 2023, and a catch-up payment was made for the incremental interest from February 16, 2023 through May 1, 2023 of approximately $0.3 million.

On June 23, 2023, the Company amended and restated its credit agreement (the "Amended and Restated Note") with its existing lender. Under the Amended and Restated Note, the Company refinanced $20.8 million of the note which is subject to an annual interest at a rate of 17% per annum. The Company is required to make monthly interest payments and fixed principal payments every six months beginning on December 15, 2023 through June 15, 2026. In connection with the Amended and Restated Note, the Company repaid approximately $16.4 million of the outstanding principal balance, refinanced $20.8 million of the outstanding principal balance and paid an exit fee of $2.3 million. The Amended and Restated Note matures on June 23, 2026, at which time, any outstanding principal balance and any accrued interest become due. Additionally, the Company is required to pay an exit fee of $1.8 million upon maturity or prepayment and accordingly, has included this amount in the note payable, non-current in the Consolidated Balance Sheet. In conjunction with the transaction, Legacy Bitcoin Depot and BT Assets, Inc. were substituted for BT OpCo and BT HoldCo, LLC respectively. The Amended and Restated Note is collateralized by substantially all of the assets of BT HoldCo, LLC and Mintz Assets, Inc., Express Vending, Inc., Intuitive Software, LLC, Digital Gold Ventures, Inc. and BitAccess Inc. The Company is subject to certain financial covenants contained in the Amended and Restated Note, which require BT HoldCo and certain of its subsidiaries to maintain certain cash balances, and a maximum consolidated total leverage ratio, in addition to customary administrative covenants. The Company accounted for the Amended and Restated Note as a debt modification in accordance with ASC 470, Debt.

On March 26, 2024, the Company entered into an amendment to the Amended and Restated Note dated June 23, 2023 to provide an additional $15.7 million in principal financing. This amendment increased the aggregate principal amount of the term loan facility to $35.6 million which consists of $19.9 million which was outstanding under the original loan and $15.7 million in additional principal resulting in net cash flow of $15.2 million related to the amendment. The Company accounted for the amendment as an extinguishment of debt in accordance with ASC 470, Debt. As such, the Company recognized the outstanding deferred financing costs of $3.2 million as a loss on extinguishment of debt in interest expense on the Consolidated Statements of (Loss) Income and Comprehensive (Loss) Income which consisted of a $2.7 million write off unamortized deferred loan costs and $0.5 million in loan origination fees related to the amendment.

As a part of the amendment, the Company incurred an additional exit fee of $1.3 million which is due upon either maturity or the prepayment of the note. The total deferred financing costs associated with the amendment were $1.4 million (which includes the exit fee of $1.3 million) and are reflected as a reduction of the note proceeds. The Company will recognize these deferred financing costs, using the effective interest method over the term of the note.

Other Debt

Kiosk Profit Share Franchise Arrangements

During the three months ended June 30, 2024, the Company entered into franchise profit sharing arrangements that were classified as debt in accordance with ASC 470, Debt. The Company recorded debt of $0.6 million and $3.2 million as a result of these franchise profit sharing arrangements, maturing in April 2029 and April 2032, respectively, with principal and interest paid monthly via profit sharing payments.

During the three months ended September 30, 2024, the Company entered into additional franchise profit sharing arrangements. The Company recorded debt of $0.7 million and $2.0 million as a result of these franchise profit sharing arrangements, maturing in June 2029 and September 2032, respectively, with principal and interest paid monthly via profit sharing payments.

The carrying values of the notes payable related to the Company's franchise profit sharing arrangements were initially determined as the initial investment and are updated quarterly using a retrospective interest method. The effective interest rate used in the

calculation of monthly interest is determined based on actual and projected profit sharing payments and is updated on a quarterly basis under the retrospective interest method.

Equipment Financing

During the three months ended June 30, 2024, the Company entered into three, 36-month collateralized term loans in the amounts of $0.6 million, $0.5 million, and $0.5 million, to facilitate the purchase of BTM kiosks. In accordance with the term loans, the kiosks are collateral for the loans. The loans are subject to annual interest rates of 16.86%, 17.27%, and 17.27%, respectively, with interest and principal payments due monthly.

During the nine months ended September 30, 2024, the Company entered into two, 36-month collateralized term loans in the amounts of $0.7 million and $0.2 million, to facilitate the purchase of BTM kiosks. In accordance with the term loans, the kiosks are collateral for the loans. The loans are subject to an annual interest rate of 17.42% with interest and principal payments due monthly.

Notes payable consisted of the following as of September 30, 2024 and December 31, 2023 (in thousands):

	Notes Payable as of September 30, 2024									Notes Payable as of December 31, 2023
	Credit Agreement			Other Debt			Total			Credit Agreement			Other Debt			Total
Credit agreement	$	34,583		$	—		$	34,583		$	19,920		$	—		$	19,920
Other debt		—			9,914			9,914			—			2,597			2,597
Total notes payable principal outstanding		34,583			9,914			44,497			19,920			2,597			22,517
Plus: exit fee due upon repayment of debt		3,098			—			3,098			1,764			—			1,764
Less: unamortized deferred financing costs		(871	)		—			(871	)		(3,195	)		—			(3,195	)
Total notes payable		36,810			9,914			46,724			18,489			2,597			21,086
Less: current portion of notes payable		(3,429	)		(1,431	)		(4,860	)		(2,283	)		(1,702	)		(3,985	)
Notes payable, non-current	$	33,381		$	8,483		$	41,864		$	16,206		$	895		$	17,101

At September 30, 2024, aggregate future principal payments are as follows (in thousands):

	Aggregate Future Principal Payments at September 30, 2024
	Credit Agreement		Other Debt		Total
Remainder of 2024	$	1,245	$	171	$	1,416
2025		4,733		1,595		6,328
2026		28,605		1,530		30,135
2027		—		832		832
2028		—		660		660
Thereafter		—		5,126		5,126
Total	$	34,583	$	9,914	$	44,497