ABIT 10-K & 10-Q changes, risk factors and insider trading
Athena Bitcoin Global · OTC · Finance Services · CIK 1095146 · All filings on SEC.gov
At a glance
What changed in the latest 10-K
Risk Factors
New heading “Risks Related to Our Business, Operations, and Financial Position”
New heading “Risks Related to the Bitcoin Network, Crypto Assets, and Blockchain Technology”
New heading “Risks Related to Regulation, Legal Compliance, and Enforcement”
New heading “Risks Related to Employees and Service Providers”
New heading “Risks Associated with Governing Documents and Nevada Law”
New heading “Risks Related to Our Securities”
New heading “The Most Material Risks Related to Our Business and Financial Position”
New heading “We might require additional capital to support business growth, and this capital might not be available on favorable terms, if at all.”
New heading “Our total revenue is substantially dependent on the volume of transactions conducted by our customers. If such volume declines, our business, operating results, and financial position would be adversely affected.”
New heading “The prices of Bitcoin and other crypto assets are volatile.”
New heading “Our transaction volume may be partially dependent on the prices of Bitcoin we sell, which can be volatile. If such prices decline, the volume of user transactions could decrease and our business, operating results, and financial condition would be adversely affected.”
New heading “Bankruptcies of major crypto asset market participants have impacted the broader crypto economy.”
New heading “Our business is in a new consumer product segment, which is difficult to forecast.”
New heading “We have a significant level of indebtedness that may have an adverse impact on us.”
New heading “The future development and growth of crypto assets and protocols is subject to a variety of factors that are difficult to predict and evaluate. If the future does not develop and grow as we expect, our business, operating results, and financial condition could be adversely affected.”
New heading “Loss of a banking relationship could adversely impact our business, operating results, and financial condition.”
New heading “We may be unable to generate sufficient cash to service all of our indebtedness and financial commitments.”
New heading “The Company may be forced to cease operations.”
New heading “Other Risk Factors Related to Our Business Operations and Financial Position”
New heading “Currently, there is a small use of Bitcoin in the retail and commercial marketplace in comparison to relatively large use by speculators, thus contributing to price volatility that could adversely affect an investment in our common stock.”
New heading “The Company’s assets could be stolen and would be difficult to recover due to the nature of cash and crypto assets.”
New heading “Crypto assets and funds that the Company holds on Bitcoin exchanges could be lost, stolen, or otherwise impaired.”
New heading “The Company may not always maintain sufficient crypto assets to satisfy customer transaction requests, which could adversely affect its business and results of operations.”
New heading “The theft, loss, or destruction of private keys required to access any Bitcoin may be irreversible. If we are unable to access our private keys or if we experience a hack or other data loss relating to our ability to access any bitcoin, it could cause regulatory scrutiny, reputational harm, and other losses.”
New heading “Any significant disruption in our ATMs or software, information technology systems, or any of the blockchain networks related to our business, could result in a loss of users or funds and adversely impact our brand and reputation and our business, operating results, and financial condition.”
New heading “The Company does not insure against all potential losses, which could result in significant financial exposure. Additionally, our lack of insurance protection for crypto assets held by the Company could adversely impact our business, operating results, and financial condition.”
New heading “The Company operates in locations outside of the United States and, as such, is subject to additional risks with respect to enforcement of its contractual rights.”
New heading “The countries we operate in, may or may not have stable economies, stable banking sectors, or stable governments which may or may not permit us to repatriate profits, maintain ownership of our business or its assets, or continue operations.”
New heading “If we fail to retain existing users or add new users, or if our users decrease their level of engagement with our products and services, our business, operating results, and financial condition may be significantly harmed.”
New heading “Adverse economic conditions may affect our business.”
New heading “Due to unfamiliarity and some negative publicity associated with cryptocurrency-related businesses, existing and potential users may lose confidence in cryptocurrency-related products and services, which could negatively affect our business.”
New heading “Risk Factors Related to Our Operations in El Salvador”
New heading “Expansion of business operations in El Salvador may not produce the positive results as planned.”
New heading “Risks related to the custody of the private keys associated with the Chivo wallet system, including any risk of loss or compromise of such private keys.”
New heading “Political and economic developments in El Salvador may adversely affect Bitcoin Law.”
New heading “Our contracts with the El Salvador government may be negatively impacted.”
New heading “Risk Factors Related to the Bitcoin Network, Wallets, Bitcoin, and Crypto Assets”
New heading “Bitcoin, and most other crypto assets based on public key cryptography, are controllable only by the possessor of both the unique public key and private key relating to the local or online digital wallet in which the bitcoin are held.”
New heading “The future and development of the Bitcoin Protocol and other blockchain technologies are subject to a variety of factors that are difficult to evaluate.”
New heading “The further development and acceptance of cryptocurrency networks and other cryptocurrencies, which represent a new and rapidly changing industry, are subject to a variety of factors that are difficult to predict and evaluate. The slowing or stopping of the development or acceptance of digital asset systems may adversely affect an investment in us.”
New heading “Stablecoins may not have any intrinsic value.”
New heading “A temporary or permanent blockchain “fork” to any supported crypto asset could adversely affect our business.”
New heading “From time to time, we may encounter technical issues in connection with the integration of supported crypto assets and changes and upgrades to their underlying networks, which could adversely affect our business.”
New heading “If miners or validators of any crypto asset network demand high transaction fees, our operating results may be adversely affected.”
New heading “We are subject to an extensive and rapidly evolving regulatory environment, and if a particular crypto asset we transact or transacted in is characterized as a “security”, we may be subject to regulatory scrutiny, investigations, fines, and other penalties, which may adversely affect our business, operating results, and financial condition.”
New heading “Any failure to obtain or maintain necessary money transmission and virtual currency business activity registrations and licenses could adversely affect our operations.”
New heading “Risk Factors Related to Current and Future Regulations and Other Law Enforcement Actions”
New heading “The regulations that govern our primary business operations are in flux and could change in unpredictable ways that negatively affect our business operations, demand for our services, or our financial position.”
New heading “We are subject to an extensive and highly evolving regulatory landscape and any adverse changes to, or our failure to comply with, any laws, rules, and regulations could adversely affect our brand, reputation, business, operating results, and financial condition.”
New heading “It may become illegal to acquire, own, hold, sell, or use Bitcoin or other cryptocurrencies, participate in blockchains or utilize cryptocurrencies in other countries, which would adversely affect us.”
New heading “The digital financial system is continually being developed. As a result, governments and policymakers are still considering what a regulatory regime for cryptocurrencies should look like. If we are unable to effectively react to future proposed legislation and regulation of cryptocurrencies or cryptocurrency businesses, our business, operating results, and financial condition could be adversely affected.”
New heading “We may be subject to liability under, or face business risks in connection with, state cryptocurrency laws.”
New heading “Our obligations to comply with the laws, rules, regulations, and policies of a variety of jurisdictions may increase and we may be subject to inquiries, investigations, and enforcement actions by U.S. and non-U.S. regulators and governmental authorities, including those related to sanctions, export control, and anti-money laundering.”
New heading “Complex and evolving U.S. and international laws, rules and regulation regarding privacy and data protection could result in claims, changes to our business practices, penalties, increased cost of operations, or otherwise harm our business.”
New heading “Future developments in tax laws or regulations regarding the treatment and reporting of cryptocurrencies for U.S. and foreign tax purposes could adversely impact our tax expense and liabilities, reporting obligations, liquidity, and business.”
New heading “Sanctions could cause us to cease operations in foreign countries or dealings with foreign citizens.”
New heading “Heightened scrutiny by regulators could be detrimental to the operations of the Company or its brand image.”
New heading “We or our assets may become subject to federal and state asset forfeiture laws which could negatively impact our business operations or financial position.”
New heading “Regulators and payment processors have historically taken actions relating to access to banking services, which could materially adversely affect our business.”
New heading “If the Company is unable to satisfy data protection, security, privacy, and other government- and industry-specific requirements, its growth could be harmed.”
New heading “The nature of our business requires the application of complex financial accounting rules, and there is limited guidance from accounting standard setting bodies. If financial accounting standards undergo significant changes, our operating results could be adversely affected.”
New heading “Our products and services may be negatively characterized by consumer advocacy groups, the media or certain federal, state and local government of officials, and if those negative characterizations become increasingly accepted by current or potential new users and/or our retail partners, or result in restrictions or limitations on the fees we charge to users, our reputation could be significantly impacted, which when coupled with required modifications to our fee model could result in decreased demand for our products and services and a corresponding decrease in our transaction volume, all of which could materially and adversely impact our business.”
New heading “Litigation or investigations involving us, our agents or other contractual counterparties could result in material settlements, fines or penalties and may adversely affect our business, financial condition and results of operations.”
New heading “New regulation or legislation may impact our business operations and financial results.”
New heading “Risk Factors Related to Intellectual Property”
New heading “Our intellectual property rights are valuable, and any inability to protect them could adversely impact our business, operating results, and financial condition.”
New heading “We may in the future be sued by third parties for alleged infringement of their proprietary rights.”
New heading “Risk Factors Related to Our Employees and Other Service Providers”
New heading “The loss of one or more of our key personnel, or our failure to attract and retain other highly qualified personnel in the future, could adversely impact our business, operating results, and financial position.”
New heading “In the event of employee or service provider misconduct or error, our business may be adversely impacted.”
New heading “Our officers, directors, employees, and large shareholders may encounter potential conflicts of interests with respect to their positions or interests in certain crypto assets, projects, entities, and other initiatives, which could adversely affect our business and reputation.”
New heading “We depend heavily on our senior management, including our Chief Executive Officer. The ability of certain key employees to devote adequate time to us is critical to the success of our business, and failure to do so may adversely affect our revenues and as a result could materially adversely affect our business, financial condition and results of operations.”
New heading “Risks Associated with Our Governing Documents and Nevada Law”
New heading “Our Second Amended and Restated Articles of Incorporation provide for indemnification of officers and directors at our expense, which may result in a major cost to us and hurt the interests of our stockholders because corporate resources may be expended for the benefit of officers or directors.”
New heading “Our board of directors can authorize the issuance of preferred stock, which could diminish the rights of holders of our common stock and make a change of control of our company more difficult even if it might benefit our stockholders.”
New heading “Our Second Amended and Restated Articles of Incorporation contain a specific provision that limits the liability of our directors and officers and requires us, under certain circumstances, to indemnify officers, directors and employees.”
New heading “Anti-takeover provisions in our Second Amended and Restated Articles of Incorporation and our Amended and Restated Bylaws, as well as provisions of Nevada law, might discourage, delay or prevent a change in control of our company or changes in our management and, therefore, depress the trading price of our securities.”
New heading “We will indemnify and hold harmless our officers and directors to the maximum extent permitted by Nevada law.”
New heading “Risks Related to SEC Reporting and Public Company Status”
New heading “We have identified material weaknesses in our disclosure controls and procedures and internal control over financial reporting. If not remediated, our failure to establish and maintain effective disclosure controls and procedures and internal control over financial reporting could result in material misstatements in our financial statements and a failure to meet our reporting and financial obligations, each of which could have a material adverse effect on our financial condition and the trading price of our common stock.”
New heading “We are an emerging growth company and a smaller reporting company within the meaning of the Securities Act, and if we take advantage of certain exemptions from disclosure requirements available to “emerging growth companies” or “smaller reporting companies,” this could make our securities less attractive to investors and may make it more difficult to compare our performance with other public companies.”
New heading “Because we are not subject to compliance with rules requiring the adoption of certain corporate governance measures, our stockholders have limited protection against interested director transactions, conflicts of interest and similar matters.”
New heading “Being a public company results in additional expenses, diverts management’s attention and could also adversely affect our ability to attract and retain qualified directors.”
New heading “We incur increased costs as a result of operating as a public company, and our management will be required to devote substantial time to compliance with our public company responsibilities and corporate governance practices.”
New heading “If our estimates or judgment relating to our critical accounting policies prove to be incorrect, our operating results could be adversely affected.”
New heading “Risk Factors Related to Ownership of Our Common Stock”
New heading “The market price of our common stock has been volatile in the past and may continue to be volatile and could decline significantly and rapidly.”
New heading “Because of the speculative nature of investment risk, you may lose your entire investment.”
New heading “Future sales of our common stock, other securities convertible into our common stock, or preferred stock could cause the market value of our common stock to decline and could result in dilution of your shares.”
New heading “Our founders, single major shareholder, and director control, and may may exert substantial influence over us, and their interests may differ from those of other stockholders..”
New heading “Our securities are “Penny Stocks” that may make them less desirable or accessible by investors or potential investors.”
New heading “Securities analysts may not cover, or continue to cover, our common stock and this may have a negative impact on the market price of our securities.”
New heading “We have never paid dividends on our common stock and have no plans to do so in the future.”
New heading “The Company and its common stock may be negatively affected if any of the Company’s restricted securities are resold without registration or an available exemption from registration requirements under the Securities Act.”
New heading “Certain previously registered shares of our common stock are required to be sold at fixed prices until such time as our common stock is quoted on the OTCQX, or the OTCQB, operated by OTC Markets, or listed on any national securities exchange or automated interdealer quotation system, if ever, which may result in our common stock not significantly increasing above those fixed prices and have other negative effects on our common stock.”
New heading “There is a significant liquidity risk associated with an investment in our common stock.”
New heading “Our Common Stock is subject to liquidity risks.”
New heading “General Risk Factors”
New heading “We may engage in acquisitions, mergers, strategic alliances, joint ventures, and divestures that could result in results that are different than expected.”
New heading “Global economic conditions could materially adversely affect our business, results of operations, financial condition and growth.”
New heading “Regulatory developments and government action on climate change issues may drive medium-to-long term increases in our operational costs.”
New heading “Our business could be adversely affected by security threats, including cybersecurity threats.”
New heading “Changes in accounting principles and guidance, or their interpretation, could result in unfavorable accounting charges or effects, including changes to our previously filed financial statements, which could cause our stock price to decline.”
Largest changes
“Litigation or investigations involving us, our agents or other contractual counterparties could result in material settlements, fines or penalties and may adversely affect our business, financial condition and results of operations.”see in full comparison
“Our obligations to comply with the laws, rules, regulations, and policies of a variety of jurisdictions may increase and we may be subject to inquiries, investigations, and enforcement actions by U.S. and non-U.S. regulators and governmental authorities, including those related to sanctions, export control, and anti-money laundering.”see in full comparison
“Regulatory and judicial proceedings and potential adverse developments in connection with ongoing litigation may adversely affect our business, financial condition and results of operations. There may also be adverse publicity associated with lawsuits, consents, and investigations that could decrease third-party and consumer use and acceptance of our products and services. Additionally, our business may be the subject of class action lawsuits including securities litigation, regulatory actions and investigations and other general litigation. …”see in full comparison
“Regulators worldwide frequently study each other’s approaches to the regulation of the digital financial system. Consequently, developments in any jurisdiction may influence other jurisdictions. New developments in one jurisdiction may be extended to additional services and other jurisdictions. As a result, the risks created by any new law or regulation in one jurisdiction are magnified by the potential that they may be replicated, affecting our business in another place or involving another service. …”see in full comparison
“We are subject to requirements relating to data privacy and the collection, processing, storage, transfer, and use of data under U.S. federal, state and foreign laws. For example, the U.S. Federal Trade Commission (FTC) routinely investigates the privacy practices of companies and has commenced enforcement actions against many, resulting in multi-million-dollar settlements and multi-year agreements governing the settling companies’ privacy practices. …”see in full comparison
“We are subject to an extensive and rapidly evolving regulatory environment, and if a particular crypto asset we transact or transacted in is characterized as a “security”, we may be subject to regulatory scrutiny, investigations, fines, and other penalties, which may adversely affect our business, operating results, and financial condition.”see in full comparison
Full comparison: every changed paragraph (292)
An investment in our common stock involves a high degree of risk. You should carefully consider the risks and uncertainties described below, together with all of the other information in this Annual Report on Form 10-K, including the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the consolidated financial statements and related notes. The risks and uncertainties described below are not the only ones we face. Additional risks and uncertainties that we are unaware of or that we deem immaterial may also become important factors that adversely affect our business. If any of the following risks occur, our business, operating results, financial condition, and future prospects could be materially and adversely affected. Many risks affect more than one category, and the risks are not in order of significance or probability of occurrence because they have been grouped by categories. In that event, the market price of our common stock could decline, and you could lose part or all of your investment.
A summary of risk factors relating to the Company and our securities follows:
Risks Related to Our Business, Operations, and Financial Position
Risks Related to the Bitcoin Network, Crypto Assets, and Blockchain Technology
Risks Related to Regulation, Legal Compliance, and Enforcement
Risks Related to Employees and Service Providers
Risks Associated with Governing Documents and Nevada Law
Risks Related to Our Securities
NotImplications applicableof toBeing smalleran reportingEmerging companies.Growth Company
and Smaller Reporting Company
We are an emerging growth company, as defined in the Jumpstart Our Business Startups Act of 2012 (“JOBS Act”). For as long as we continue to be an emerging growth company, we may take advantage of exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies, including not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, or the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and exemptions from the requirements of holding nonbinding advisory votes on executive compensation and stockholder approval of any golden parachute payments not previously approved. We will remain an emerging growth company until December 31, 2030, although circumstances could cause us to lose that status earlier, including if the market value of our common stock held by non-affiliates exceeds $700 million as of any December 31 before that time or, if we have total annual gross revenue of $1.235 billion or more during any fiscal year before that time, in which cases we would no longer be an emerging growth company as of the following December 31 or, if we issue more than $1.0 billion in non-convertible debt during any three-year period before that time, we would cease to be an emerging growth company immediately. Even after we no longer qualify as an emerging growth company, we may still qualify as a “smaller reporting company” which would allow us to take advantage of many of the same exemptions from disclosure requirements, including reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements. Additionally, even if we no longer qualify as an emerging growth company, as long as we are neither a “large accelerated filer” nor an “accelerated filer,” we would not be required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act. We cannot predict if investors will find our securities less attractive because we may rely on these exemptions, which could result in a less active trading market for our securities and increased volatility in the price of our securities.
Finally, we are a “smaller reporting company” (and may continue to qualify as such even after we no longer qualify as an emerging growth company) and accordingly may provide less public disclosure than larger public companies, including the inclusion of only two years of audited financial statements and only two years of management’s discussion and analysis of financial condition and results of operations disclosure. As a result, the information that we provide to our stockholders may be different than you might receive from other public reporting companies in which you hold equity interests.
The Most Material Risks Related to Our Business and Financial Position
We might require additional capital to support business growth, and this capital might not be available on favorable terms, if at all.
We have funded our operations since inception primarily through debt and revenue generated by our operations. While we believe that our existing cash and cash equivalents and availability under our debt financing agreements are sufficient to meet our working capital needs and planned capital expenditures, and to service our debt, there is no guarantee that this will continue to be true in the future. We cannot be certain when or if our operations will generate sufficient cash to fully fund our ongoing operations or the growth of our business. We intend to continue to make investments in our business to respond to business opportunities and challenges, including developing new products and services, enhancing our operating infrastructure, expanding our non-U.S. operations, and acquiring complementary businesses and technologies, all of which may require us to secure additional funds. In the future, we may also require additional capital due to refinancing needs, regulatory surety bond requirements, or unforeseen circumstances and may decide to engage in equity, equity-linked or debt financings, or enter into additional debt financing agreements for any of the foregoing reasons. We may not be able to secure any such additional financing on terms favorable to us, in a timely manner, or at all.
The trading prices for our common stock may be highly volatile, which may reduce our ability to access capital on favorable terms or at all. In addition, a slowdown or other sustained adverse downturn in the general economic or digital asset markets could adversely affect our business and the value of our common stock. Because our decision to raise capital in the future will depend on numerous considerations, including factors beyond our control, we cannot predict or estimate the amount, timing, or nature of any future issuances of securities. As a result, our stockholders bear the risk of future issuances of debt or equity securities reducing the value of the common stock and diluting their interests. Our inability to obtain adequate financing or financing on terms satisfactory to us, when we require it, could significantly limit our ability to continue supporting our business growth and responding to business challenges.
Our total revenue is substantially dependent on the volume of transactions conducted by our customers. If such volume declines, our business, operating results, and financial position would be adversely affected.
We generate substantially all our revenue from the sale of crypto assets to our customers, either using our Bitcoin ATMs or over the phone. Revenue is based on the prices that we charge our customers based on prevailing market prices. This revenue may fluctuate based on the price of crypto assets. As such, any declines in the volume of transactions, the price of crypto assets, or market liquidity for crypto assets generally may result in lower total revenue to us.
The price of crypto assets and associated demand for buying, selling, and trading crypto assets have historically been subject to significant volatility. The price and trading volume of any crypto asset is subject to significant uncertainty and volatility, depending on several factors, including:
There is no assurance that any supported crypto asset will maintain its value or that there will be meaningful levels of interest from customers. If the demand for purchasing or selling crypto assets declines, our business, operating results, and financial condition would be adversely affected.
The prices of Bitcoin and other crypto assets are volatile.
We generate substantially all our revenue from the sale of crypto assets to our customers, either using our Bitcoin ATMs or over the phone. Revenue is based on the prices that we charge our customers based on prevailing market prices. The price at which we are able to purchase crypto assets prior to selling those same crypto assets may not be lower than the sale price if the market conditions change between those two points in time. The value of the entirety of our crypto assets held could be lost if the prices of those crypto assets were to significantly decrease, which would adversely affect our operating results. There are no assurances that the crypto assets we hold will have value from one day to the next and we could suffer a loss if any of the prices of those crypto assets declines or is permanently depressed.
Bitcoin has experienced significant price volatility in recent months, with sharp and unpredictable swings in valuation that can materially affect investment outcomes. In late 2025 and early 2026, Bitcoin’s price has fluctuated widely, at times dropping from near record highs of over $126,000 to levels around $60,000, followed by abrupt rebounds and multi-day swings of 5% or more. This heightened volatility reflects broader market sell-offs, divergence in macroeconomic expectations, leveraged trading dynamics, and rapid shifts in sentiment rather than fundamentals alone.
Our transaction volume may be partially dependent on the prices of Bitcoin we sell, which can be volatile. If such prices decline, the volume of user transactions could decrease and our business, operating results, and financial condition would be adversely affected.
We generate substantially all of our revenue from the cash paid by customers to purchase Bitcoin from our ATMs. The number of user transactions and our transaction volumes may be partially dependent on the prices of Bitcoin, as well as the associated demand for buying, selling and trading Bitcoin, which can be and historically have been volatile. If such prices decline, the number of user transactions or our transaction volumes could decrease. As such, any such declines, or any declines in the price of Bitcoin or market liquidity for cryptocurrency generally, may result in lower total revenue to us. The price and trading volume of any cryptocurrency, including Bitcoin, is subject to significant uncertainty and volatility, depending on a number of factors, including:
There is no assurance that any given cryptocurrency will maintain or increase in value or that there will be meaningful transaction volumes from our users. In the event that the price or trading of, or demand for, cryptocurrency declines, our business, operating results, and financial condition would be adversely affected.
Bankruptcies of major crypto asset market participants have impacted the broader crypto economy.
The failure of several prominent crypto trading venues and lending platforms, such as FTX, Celsius Networks and Voyager has impacted and may continue to affect the broader cryptoeconomy. The full extent of these impacts may not yet be known but may include, the consequent and ongoing financial distress and bankruptcy of certain crypto market participants, loss of confidence in the broader cryptoeconomy, reputational harm to crypto asset platforms generally, increased negative publicity of the broader cryptoeconomy, heightened scrutiny by regulators and lawmakers and calls for increased regulation of crypto assets and crypto asset platforms. We have not experienced a material direct impact to our business, financial condition, customers or counterparties from these bankruptcies; however, these bankruptcies did cause a change to crypto market prices, crypto market volatility, crypto market volume and customer sentiment, and each of these drivers do indirectly impact our business and our revenue potential. A combination of such drivers could have been a contributing factor in a decrease in transaction volume that the Company experienced after these bankruptcies. We do not have any known material financial exposure to other cryptoeconomy participants that faced insolvency and liquidity issues, experienced excessive redemptions or suspended redemptions or withdrawals of crypto assets, allegedly mishandled customer funds, or experienced significant corporate compliance failures in connection with these bankruptcies.
Our business is in a new consumer product segment, which is difficult to forecast.
Our industry segment is new and is constantly evolving. As a result, there is a lack of available information with which to forecast industry trends or patterns. There is no assurance that sustainable industry trends or preferences will develop that will lead to predictable growth or earnings forecasts for individual companies or the industry segment. We are also unable to determine what impact future governmental regulation may have on trends and preferences or patterns within our industry segment. See “Risk Factors Related to Current and Future Regulations and other Law Enforcement Actions” for a discussion of the risks associated with governmental regulation.
We have a significant level of indebtedness that may have an adverse impact on us.
As of December 31, 2025, our total indebtedness, excluding lease liabilities, was $21.3 million including, $4.0 million of short-term notes payable, and $327 thousand of insurance financing debt. Our significant level of indebtedness could have important consequences for us, including the following:
The above factors could limit our financial and operational flexibility and, as a result, could have a material adverse effect on our business, financial condition and results of operations. Furthermore, if our debt obligation is not repaid prior to its respective maturity date, it will go into default which could cause you to lose a portion or all of your investment in the Company.
The future development and growth of crypto assets and protocols is subject to a variety of factors that are difficult to predict and evaluate. If the future does not develop and grow as we expect, our business, operating results, and financial condition could be adversely affected.
Blockchain technology was only introduced in 2008 and remains in the early stages of development. In addition, different protocols are designed for different purposes. Bitcoin, for instance, was designed to serve as a peer-to-peer electronic cash system, while Ethereum was designed to be a smart contract and decentralized application platform. Many other protocol networks—ranging from cloud computing to tokenized securities networks—have only recently been established. The further growth and development of any crypto assets and their underlying networks and other cryptographic and algorithmic protocols governing the creation, transfer, and usage of crypto assets represent a new and evolving paradigm that is subject to a variety of factors that are difficult to evaluate, including:
Loss of a banking relationship could adversely impact our business, operating results, and financial condition.
Athena depends on having regular and normalized access to a bank checking account for normal business purposes and also for taking deposits of the cash received from the ATM fleet. As a money services business registered with the Financial Crimes Enforcement Network (“FinCEN”) under the Bank Secrecy Act, as amended by the USA PATRIOT Act of 2001, and its implementing regulations enforced by FinCEN, our banking partners view us as a higher risk customer for purposes of their anti-money laundering programs. We may face difficulty establishing or maintaining banking relationships due to our banking partners’ policies and some prior bank partners have terminated their relationship with Athena. The loss of these banking partners or the imposition of operational restrictions by these banking partners and the inability for us to utilize other redundant financial institutions may result in a disruption of business activity as well as regulatory risks. In addition, financial institutions in the United States and globally may, because of the myriads of regulations or the perceived risks of crypto assets, decide to not provide accounts, payments, or other financial services to us. Such events could negatively affect an investment in our common stock.
We may be unable to generate sufficient cash to service all of our indebtedness and financial commitments.
Our ability to make scheduled payments on or to refinance our indebtedness and financial commitments depends on our financial condition and operating performance, which are subject to prevailing economic and competitive conditions including financial, business and other factors beyond our control. We may be unable to generate sufficient cash flow to permit us to pay the principal, premium, if any, and interest on our indebtedness.
If our cash flows and capital resources are insufficient to fund debt and other obligations, we may be forced to reduce or delay capital expenditures, sell assets, seek additional capital or restructure our indebtedness. Our ability to restructure or refinance indebtedness will depend on the condition of the capital markets and our financial condition at such time. Any refinancing of indebtedness could be at higher interest rates and may require us to comply with more onerous covenants, which could further restrict our operations. The terms of existing or future debt instruments may restrict us from adopting some of these alternatives. In addition, any failure to service our debt would likely result in a reduction of our credit rating, which could harm our ability to incur additional indebtedness. If we face substantial liquidity problems, we might be required to sell assets to meet debt and other obligations. Our debt restricts our ability to dispose of assets and dictates our use of the proceeds from such disposition.
We may not be able to consummate dispositions, and the proceeds of any such disposition may be inadequate to meet obligations. We may be unable to access adequate funding as a result of a decrease in lender commitments due to an unwillingness or inability on the part of lending counterparties to meet their funding obligations and the inability of other lenders to provide additional funding to cover a defaulting lender’s portion. As a result, we may be unable to execute our plan of operations, make acquisitions or otherwise conduct operations, which would have a material adverse effect on our financial condition and results of operations.
The Company may be forced to cease operations.
It is possible that, due to any number of reasons, including, but not limited to, an unfavorable fluctuation in the value of cryptographic and fiat currencies, the inability by the Company, whether in the United States or globally, to obtain clients, the failure of commercial relationships, the failure of development of the necessary technical environment, the failure of government actors to provide needed regulatory clarity, the failure of technology development by third parties, or intellectual property ownership challenges, the Company may no longer be viable to operate and the Company may dissolve, either in whole or part, or take actions that result in a dissolution event. During the past six years there have been several rumors that regulation specifically aimed at terminating the practice of selling crypto assets via kiosks, such as the Company’s fleet of Bitcoin ATMs, would be forthcoming. While the regulations hypothesized by these rumors have never been enacted, the state of California recently enacted the law (“DFAL”) regulating digital assets and restricting operations of financial assets kiosks (see “Business—Governmental Regulation— State Regulation” of this Report), it remains a risk to the Company’s principal operations and could be detrimental to an investment in the Company’s common stock. The DFAL began taking effect on January 1, 2024, with covered persons required to be licensed, or to have submitted a license application and be awaiting approval or denial of that application, on or before July 1, 2025.
Other Risk Factors Related to Our Business Operations and Financial Position
Currently, there is a small use of Bitcoin in the retail and commercial marketplace in comparison to relatively large use by speculators, thus contributing to price volatility that could adversely affect an investment in our common stock.
Bitcoin and the Bitcoin Network have only recently become accepted as a means of payment for goods and services by certain major retail and commercial outlets, and the use of Bitcoin by consumers to pay such retail and commercial outlets remains limited. Conversely, a significant portion of Bitcoin demand is generated by speculators and investors seeking to profit from the short- or long-term holding of Bitcoin. A lack of expansion by Bitcoin or other crypto assets into retail and commercial markets, or a contraction of such use, may result in decreased demand for the Company’s services or increased demand for services the Company is not able to provide, either of which could adversely affect an investment in our common stock.
The Company’s assets could be stolen and would be difficult to recover due to the nature of cash and crypto assets.
It is possible that, due to any number of reasons, including, but not limited to, an unfavorable fluctuation in the value of cryptographic and fiat currencies, the inability by the Company, whether in the United States or globally, to obtain clients, the failure of commercial relationships, the failure of development of the necessary technical environment, the failure of government actors to provide needed regulatory clarity, the failure of technology development by third parties, or intellectual property ownership challenges, the Company may no longer be viable to operate and the Company may dissolve, either in whole or part, or take actions that result in a dissolution event. During the past six years there have been several rumors that regulation specifically aimed at terminating the practice of selling crypto assets via kiosks, such as the Company’s fleet of Bitcoin ATMs, would be forthcoming. While the regulations hypothesized by these rumors have never been enacted, the state of California recently enacted the law (“DFAL”) regulating digital assets and restricting operations of financial assets kiosks (see “Business—Governmental Regulation— State Regulation” of this Report), it remains a risk to the Company’s principal operations and could be detrimental to an investment in the Company’s common stock. The DFAL began taking effect on January 1, 2024, with covered persons required to be licensed, or to have submitted a license application and be awaiting approval or denial of that application, on or before July 1, 2025.
Crypto assets and funds that the Company holds on Bitcoin exchanges could be lost, stolen, or otherwise impaired.
From time to time and for customary reasons of procuring Bitcoin on crypto exchanges. The Company uses Kraken as its primary crypto exchange. The Company carefully selects the platforms that it chooses to do business with; however this may not be sufficient to avoid losses if those exchanges suffer losses or other impairments. In 2018, Quadriga filed for bankruptcy protection following the death of its Chief Executive Officer and subsequent discovery of its insolvency. In addition, several other well-known and highly regarded exchanges have suffered similar fates. For example, in February 2014, Mt. Gox, then the largest bitcoin exchange worldwide, filed for bankruptcy protection in Japan after an estimated 700,000 bitcoin were stolen from its wallets. In May 2019, Binance, one of the world’s largest exchanges was hacked, resulting in losses of approximately $40 million. Neither of these incidents had any impact on the Company. Any such losses by an exchange could have a negative impact on the financial position of the Company and adversely impact an investment in our common stock.
The Company may not always maintain sufficient crypto assets to satisfy customer transaction requests, which could adversely affect its business and results of operations.
The Company relies on proprietary tools and analytics, together with management’s judgment, to monitor its crypto asset holdings and determine the level of crypto assets it believes is necessary to support anticipated customer transactions. If these tools, analytics, or judgments indicate that the Company’s holdings are insufficient, the Company seeks to acquire additional crypto assets from liquidity providers. There have been limited instances prior to fiscal year 2023, each lasting less than 24 hours, in which the Company did not maintain adequate levels of crypto assets to permit customer transactions, and during such periods no customer transactions were processed. Although the Company subsequently acquired additional crypto assets and resumed transaction processing, any future failure to maintain sufficient levels of crypto assets could impair the Company’s ability to satisfy customer demand, result in lost revenue, and negatively impact the Company’s business, financial condition, and results of operations.
The theft, loss, or destruction of private keys required to access any Bitcoin may be irreversible. If we are unable to access our private keys or if we experience a hack or other data loss relating to our ability to access any bitcoin, it could cause regulatory scrutiny, reputational harm, and other losses.
Bitcoin is generally accessible only by the possessor of the unique private key relating to the digital wallet in which the Bitcoin is held. While blockchain protocols typically require public addresses to be published when used in a transaction, private keys must be safeguarded and kept private to prevent a third party from accessing the Bitcoin held in the applicable wallet. To the extent that any of the private keys relating to our wallets containing Bitcoin held for our own account or our users’ private keys relating to their un-hosted wallets is lost, destroyed, or otherwise compromised or unavailable, and no backup of the private key is accessible, we or our users will be unable to access the Bitcoin held in the related wallet. Further, we cannot provide assurance that our or our users’ wallets will not be hacked or otherwise compromised. Cryptocurrency and blockchain technologies have been, and may in the future be, subject to security breaches, hacking, or other malicious activities. Any loss of private keys relating to, or any hack or other compromise of, digital wallets used to store our users’ Bitcoin could adversely affect our users’ ability to access or sell their Bitcoin, as well as result in loss of user trust in us. As such, any loss of private keys due to a hack, employee or service provider misconduct or error, or other compromise by third parties could hurt our brand and reputation, result in significant losses, and adversely impact our business. However, the Company does not (i) custody Bitcoin purchased by customers, (ii) manage or have access to private keys belonging to customers’ personal (un-hosted) wallets, or (iii) hold private keys for users. Customers are solely responsible for their own wallets and private keys. When a customer uses an Athena Bitcoin ATM to purchase Bitcoin, the Bitcoin is directly delivered to a wallet address provided by the user (typically a mobile wallet app). These user wallets are “un-hosted” or self-custodied, meaning the users alone control their private keys.
The risk of loss or compromise of private keys related to Bitcoin owned by the Company is mitigated by our use of a third-party custodian, BitGo Trust Company, Inc. (a qualified custodian) who has been engaged to secure our digital assets. BitGo manages the private keys for digital wallets holding Bitcoin owned exclusively by the Company (i.e., held for our own account). This means all Bitcoin held as inventory, or held for operational liquidity by the Company, is secured by BitGo, which manages the corresponding private keys on our behalf. If these keys were lost or compromised, BitGo’s protocols, including secure backups and recovery processes, would mitigate this risk.
BitGo provides multi-signature wallet services and secure key management for the Bitcoin that the Company holds for its own account and for facilitating customer transactions. By entrusting this function to BitGo, we add a layer of security and risk mitigation (given BitGo’s expertise and insurance arrangements) beyond what could be achieved with in-house custody.
The Company has a standard service agreement with BitGo under which BitGo safeguards the private keys and crypto assets that the Company deposits with it. BitGo’s custodial accounts are segregated and secure, and BitGo carries insurance policies that may cover certain losses (providing an additional layer of protection to the Company). BitGo has and maintains insurance policies for custodial services through Lloyd’s of London who provides crime insurance coverage with a limit of $5.0 million and specie insurance coverage with a limit of $250 million. The specie insurance aims to cover the permanent loss of cryptocurrency from its designated blockchain address if an insured event occurs. However, this coverage has significant exclusions, such as theft or dishonesty by key company insiders (like major shareholders or directors, unless they are specifically designated custodians), losses from trading or loan defaults, and issues arising from improperly secured or lost private keys (like those stored on internet-connected devices). It also doesn’t cover cryptocurrency network failures or losses not reported promptly, nor does it apply to broader events like war, terrorism, or money laundering.
The crime insurance component addresses risks like employee theft, losses of property at BitGo’s premises or during transit, and fraud committed by third parties through computer systems or fund transfers, including related legal expenses. Exclusions under this part include fraud by directors with significant ownership (with some exceptions if they’re treated as regular employees), losses from employees known to be previously dishonest, and losses of potential income or trade secrets. It also won’t cover issues like accounting errors, mechanical failures, the cryptocurrency’s underlying protocol failing, or broader events like war.
BitGo is a qualified custodian regulated by the South Dakota Division of Banking, which provides assurance that our custodied assets are held in a compliant manner.
Any significant disruption in our ATMs or software, information technology systems, or any of the blockchain networks related to our business, could result in a loss of users or funds and adversely impact our brand and reputation and our business, operating results, and financial condition.
Our reputation and ability to attract and retain users and grow our business depends on our ability to operate our products and services at high levels of reliability, scalability, and performance, including the ability to process and monitor, on a daily basis, the transactions that occur across multiple systems. Our ATMs and software, the ability of our users to transact in Bitcoin, and our ability to operate at a high level, are dependent on our ability to access the blockchain networks underlying the supported Bitcoin, for which access is dependent on our systems’ ability to access the internet. Further, the successful and continued operations of such blockchain networks will depend on a network of computers, miners, or validators, and their continued operations, all of which may be impacted by service interruptions.
Management's Discussion & Analysis (MD&A)
New heading “Forward-looking statements”
New heading “ATMs BY COUNTRY AND TYPE”
New heading “TOTAL ACTIVE ATMS OVER TIME”
New heading “Number of Bitcoin ATMs by Year”
New heading “ATMs BY LOCATION”
New heading “Key Performance Indicators and Non-GAAP Financial Measure and Trends”
New heading “Athena Bitcoin ATMs”
New heading “Adjusted EBITDA”
New heading “ADJUSTED EBITDA”
New heading “Key Factors Affecting Our Performance”
New heading “Consolidated Balance Sheets”
New heading “Cash and Cash Equivalents”
New heading “Crypto assets held”
New heading “Property and equipment”
New heading “Consolidated Statements of Operations and Comprehensive Income (Loss)”
New heading “Athena Bitcoin ATM”
New heading “Cost of Revenues”
New heading “Operating Expenses”
New heading “General and Administrative”
New heading “Sales and Marketing”
New heading “Technology and Development”
New heading “Other Operating Expenses”
New heading “Interest Expense”
New heading “Fees on Virtual Vault Services”
New heading “Other (Income) Expense”
New heading “Income Tax Expense”
New heading “Results of Operations”
New heading “Comparison of the Years Ended December 31, 2025 and 2024”
New heading “Athena Bitcoin ATM Revenue (in thousands except number of Bitcoin ATMs)”
New heading “Athena Plus (in thousands except number of sales transactions)”
New heading “White-Label Service (in thousands)”
New heading “Ancillary (in thousands)”
New heading “Cost of Revenues and Gross Profit (in thousands except number of Bitcoin ATMs)”
New heading “Operating Expenses (in thousands)”
New heading “INTEREST AND FEES”
New heading “Loss on extinguishment of debt (in thousands)”
New heading “Income Tax Benefit (Expense) (in thousands)”
New heading “Liquidity and Capital Resources (in thousands)”
New heading “Going Concern and Management Liquidity Plans (in thousands)”
New heading “Recent Financing Transactions (in thousands)”
New heading “Equipment notes payable”
New heading “Short-term debt”
New heading “Note payable, Related-Party”
New heading “Convertible debt, related-party”
New heading “Cash Flows (in thousands)”
New heading “Twelve months ended December 31, 2025, compared to the twelve months ended December 31, 2024”
New heading “Critical Accounting Policies and Estimates”
New heading “Athena ATM & White-label Service”
New heading “Athena Bitcoin ATM”
New heading “Accounting Pronouncement Adopted”
New heading “Accounting Pronouncement Pending Adoption”
Removed heading “Plan of Operation”
Largest changes
“Going Concern and Management Liquidity Plans (in thousands)”see in full comparison
“In addition, Athena Bitcoin agreed to pay a fee equal to 0.8% of the revenue (to be paid weekly) derived from the sale of Bitcoin in each Bitcoin ATM location until the expiration of the term of the Financing Agreement (36 months) or until full payment of total purchase price for the equipment subject to certain additional limitations. The Financing Agreement also provides the provisions addressing the event of default by either Taproot or Athena Bitcoin, and respective available remedies. …”see in full comparison
“We believe that adequate provisions for resolution of all contingencies, claims and pending litigation have been made for probable losses that are reasonably estimable. These contingencies are subject to significant uncertainties and we are unable to estimate the amount or range of loss, if any, in excess of amounts accrued. We do not believe that the ultimate outcome of these actions will have a material adverse effect on our financial condition but could have a material adverse effect on our results of operations, cash flows or liquidity in a given quarter or year.”see in full comparison
“On September 19, 2024, Athena Bitcoin and Taproot Acquisition Enterprises, LLC, a Delaware limited liability company (“Taproot”), entered into an Omnibus Equipment Refinancing Agreement providing for the refinance of Athena Bitcoin’s debt obligations previously incurred in connection with the purchase of Bitcoin ATMs pursuant to the previously entered into equipment financing agreements for the purchase of the equipment by Athena Bitcoin from Taproot. …”see in full comparison
“From time to time in the regular course of our business, we are involved in various lawsuits, claims, investigations and other legal matters. Except as noted under “Legal Proceedings” herein, there are no material legal proceedings pending or known by us to be contemplated to which we are a party or to which any of our property is subject to.”see in full comparison
Full comparison: every changed paragraph (239)
Forward-looking statements
The following discussion of the Company’s historical performance and financial condition should be read together with the consolidated financial statements and related notes in “Item 8. Financial Statements and Supplemental Data” of this Report. This discussion contains forward-looking statements based on the views and beliefs of our management, as well as assumptions and estimates made by our management. These statements by their nature are subject to risks and uncertainties, and are influenced by various factors. As a consequence, actual results may differ materially from those in the forward-looking statements. See “Item 1A. Risk Factors” of this Report for the discussion of risk factors and see “Cautionary Statement Regarding Forward-Looking Statements” for information on the forward-looking statements included below.
Summary of Information Contained in Management’s Discussion and Analysis of Financial Condition and Results of Operations
Our Management’s Discussion and Analysis of Financial Condition and Results of Operations (MD&A) is provided in addition to the accompanying audited financial statements and notes to assist readers in understanding our results of operations, financial condition, and cash flows. MD&A is organized as follows:
Overview
Our mission is to connect the world’s cash to the new global digital financial system. We believe that providing the world with access to crypto assets will help transform the international financial order by providing the unbanked and billions of others in the world with a connection to a new global digital financial system that is more accessible, efficient and transparent than the legacy financial system.
Athena Bitcoin ATMs and Athena Plus
In order to achieve our mission, we are focused on developing, owning, and operating a global network of Athena-branded Bitcoin ATM machines, which are free standing kiosks that permit customers to buy or sell crypto assets in exchange for cash (banknotes) issued by sovereign governments - often referred to as fiat currencies. We utilize purchasing algorithms and other proprietary systems to manage crypto assets to ensure that we are able to meet consumer demand for crypto assets.
We have become one of the largest Bitcoin ATM operators in the United States and Latin America by installing ATMs in strategic locations that seek to maximize the ability to provide crypto assets to customers. These locations include convenience stores, shopping centers, and other easily accessible locations in urban, suburban and rural locations. Our network presently includes Athena Bitcoin ATMs in 33 U.S. states, the U.S. territory of Puerto Rico and four countries in Latin America. See table below for our ATM breakdown by country and type, as of December 31, 2025.
ATMs BY COUNTRY AND TYPE
*Excludes Chivo-branded Bitcoin ATMs which the Company operates on behalf of the Government of El Salvador for Chivo as white-label service.
Customers can purchase as little as $1 of Bitcoin but normally choose between $100 and $1,000 using Athena Bitcoin ATMs. The typical ATM that the Company operates is about 5-feet tall and features a large touchscreen for customer interaction. The customer typically needs to have a wallet application on their smart phone to buy or sell Bitcoin on our Bitcoin ATM. To initiate the transaction, the customer will follow the steps prompted on the screen. When a customer is buying Bitcoin, the machine will require the customer to insert paper Fiat Currency since our Bitcoin ATMs do not accept debit or credit cards. When the transaction is complete, a receipt will print showing exactly how many crypto assets have been bought and the receiving address. The Company’s Bitcoin ATMs do not contain the crypto asset’s private key. The Company sells Bitcoin from cloud-based wallets in each country, enabling real-time supply of crypto assets to its customers.
We offer Bitcoin for sale at all of our Bitcoin ATM machines. For the years ended December 31, 2025 and 2024, we completed 213,683 and 185,789 transactions in Bitcoin through our Bitcoin ATMs, respectively.
The Company buys most of its crypto assets through automated purchases on crypto exchanges and with digital assets trading firms based on algorithms the Company has developed for balancing its holdings with anticipated demand. The Company is also active in the over-the-counter dealer market and has bilateral relationships with several large crypto asset trading desks. We replenish our supply of Bitcoin, multiple times daily as needed, and hold Bitcoin in our wallet to sell to users of our Bitcoin ATMs. On average, we sell our holdings of Bitcoin within 2 days of purchase. We only transact in Bitcoin at our machines. We strive to keep holding periods short to reduce the effect of changes in Bitcoin/U.S. Dollar exchange rates on our business and to maximize our working capital. We do not invest or have long term holdings of any crypto currency.
We charge a fee for Bitcoin transactions through our Athena Bitcoin ATM, equal to the prevailing price at U.S.- based exchanges plus a markup that typically ranges between 13% and 28%. The prices shown to customers on our Bitcoin ATM are inclusive of this price spread and are calculated by multiplying the prevailing price level of crypto asset by one plus the markup. The markup varies by location. It is determined by a proprietary method that is maintained as a trade secret. Our revenues associated with our ATM transactions are recognized at the time when the crypto asset is delivered to the customer’s wallet.
For the years ended December 31, 2025, and 2024, the average markup on Bitcoin sold was 24% and 22%, respectively.
We offer bitcoin for sale at all of our Bitcoin ATM machines. We also buy bitcoin at some of our Bitcoin ATM machines (also known as two-way ATMs). The cash withdrawal limit from our two-way Bitcoin ATMs is $2,000 per transaction (maximum of $1,000 in California). We replenish or withdraw fiat currencies at our Bitcoin ATMs twice a week or depending on usage, using bonded security companies.
Between January 1, 2022, and December 31, 2025, Bitcoin’s price exhibited significant fluctuations. In early 2022, Bitcoin’s price was around $47,459 by the end of March, before declining to approximately $29,000 by May 11, 2022. The downward trend continued, with the price falling below $23,000 in June 2022. By the end of 2022, Bitcoin’s price was under $20,000. In 2023, Bitcoin’s price rose consistently, ending the year at $42,258. In 2024, Bitcoin’s price continued to rise, reaching a then all-time high of $106,147 on December 17, 2024. By December 31, 2024, the price was approximately $93,425. As of February 20, 2026, the price of Bitcoin was $67,711 and as of December 31, 2025, the price of Bitcoin was $87,711. On August 14, 2025, Bitcoin reached an all-time high price of $124,457. Refer below for a graph from statista.com of the price of bitcoin from January 1, 2022 through December 31, 2025. This shows the fluctuations of the price of bitcoin over time.
BITCOIN PRICE
*Through February 1, 2026
Bitcoin closing prices every 3 months from January 1, 2022 through February 1, 2026. Data source: Stooq Bitcoin historical quarterly data.
We believe that we are in the early stages of the new digital financial order system and that as crypto asset use cases expand and there is more worldwide adoption, the fluctuations in volume and price will decrease. Our focus is on prioritizing growth, especially in geographic areas where consumers are restricted from accessing the global financial system.
The Company has been active in increasing its geographic presence by expanding its Athena Bitcoin ATM Fleet. Refer below for a chart showing the active Athena Bitcoin ATMs from December 31, 2017, through December 31, 2025.
TOTAL ACTIVE ATMS OVER TIME
Number of Bitcoin ATMs by Year
ATMs, by location, are presented below as of December 31, 2025.
ATMs BY LOCATION
*Excludes Chivo-branded ATMs which the Company operates on behalf of the Government of El Salvador for Chivo as white-label service.
The Company also offers personalized services (“Athena Plus”) for the purpose of selling and buying crypto assets. Our Athena Plus service allows us to assist crypto asset buyers and sellers who wish to use their bank accounts. Through Athena Plus, we also generate revenue by selling Bitcoin directly to institutional traders, individuals and organizations. These transactions are typically completed telephonically for amounts that exceed $10,000 U.S. Dollars. The Company utilizes Bitcoin on hand and additional purchases, if necessary, to provide Bitcoin for the transaction. We charge a fee for Bitcoin transactions equal to the prevailing price at U.S.-based exchanges plus a markup.
The Company, as part of its strategy to expand globally, began working with the Government of El Salvador in late June 2021 to support the implementation of its Bitcoin Law. Six articles of the Bitcoin Law were modified, and three others were repealed as of January 29, 2025. Under the new rules, bitcoin is no longer considered “currency,” or “legal tender.” Another change makes using bitcoin entirely voluntary. Previously, the law mandated that businesses accept bitcoin for any goods or services they provided. Additionally, Bitcoin can no longer be used to pay taxes or settle government debts. These changes are not expected to harm our operations because our Bitcoin ATM services in El Salvador do not depend on compulsory Bitcoin usage; rather, they cater to organic consumer demand. We believe demand for Bitcoin transactions will continue to be driven by individuals who choose to use Bitcoin. Our role as an ATM operator for Chivo remains unchanged whereby we continue to manage the Bitcoin ATMs on the government’s behalf under our fixed-fee service arrangement.
The government is also stepping back from its involvement in Chivo Wallet, the state-backed digital wallet, by either transferring it to private sector management or terminating the program, as part of the country’s agreement with the International Monetary Fund. We believe this development may open opportunities for private companies (including the Company) to fill any service gaps left by the government’s reduced role. We have assessed the impact of the legislative changes and the Chivo transition, and do not foresee a negative impact on our business, in part because our existing ATM operations and customer base in El Salvador are expected to continue without disruption. There is no assurance that our assessment may not change depending on any future legal, political or economic changes in El Salvador.
We operate Bitcoin ATMs on behalf of the Government of El Salvador. These Bitcoin ATMs are owned by the Company. This white-label service is comprised of installing the machines for the customer and ensuring that the machines are operating in a way that they can be used by the Government of El Salvador and their users. To achieve this, the Company is responsible for loading and unloading cash, setting up the network, performing repairs and maintenance and other responsibilities to ensure that the machines are operating as intended. We charge a fixed monthly fee to operate these ATMs, as well as an additional fixed price for specific services that are required. The additional fixed price for specific services required is less than 1% of total revenue earned for the fixed monthly fee. The fixed price covers Athena’s cost plus a reasonable profit margin. The Company charges a separate fixed fee for installation of the Bitcoin ATM as determined by the contract. The Company also charges a fixed fee each month for operating the Bitcoin ATM. The Company does not sell crypto assets directly to the users of the Bitcoin ATM.
When a user purchases Bitcoin from a Chivo-branded Bitcoin ATM, the ATM delivers the Bitcoin to the address selected by the user. This may be a Chivo wallet or any other wallet address, including a non-custodial wallet.
However, users are not required to use a Chivo wallet. If the user inputs a non-custodial wallet address, the Bitcoin is delivered directly to that wallet, and the user retains sole control of the associated private keys. In all cases, regardless of the destination address, the Company never holds or has access to the private keys for Bitcoin purchased by users at the ATMs. Our role is strictly limited to operating the ATM infrastructure and facilitating the transaction; we do not have custody or manage digital assets on behalf of users.
The Government of El Salvador has title to the private keys to the crypto assets. However, the Company acts as the custodian for the cash in the ATM machine as well as cash that is in-transit.
In 2021 and 2022, we installed a total of 200 Chivo Bitcoin ATMs in El Salvador, 10 Chivo Bitcoin ATMs at El Salvador consulates in the U.S. and 45 Chivo Bitcoin ATMs in other U.S. locations. The Company has not installed any new white-label ATMs in fiscal years 2024, 2025 or during 2026 to date. The Company provided no services related to the Chivo ecosystem in fiscal years 2024, 2025 or during 2026 to date.
Ancillary
The Company engages in services as part of its mission to bring the new digital financial system to the world. This includes the sale of point-of-sale terminals (“POS Terminals”) and developing and supporting crypto ecosystems. In 2021, the Company agreed to develop the Chivo Ecosystem for El Salvador. The Chivo Ecosystem acts as the interface to El Salvador’s Bitcoin Digital Wallet for El Salvador and its users. The Company’s contract to develop the Chivo Ecosystem ended December 31, 2021.
The Company, due to contingencies related to not having title of the intellectual property in 2021 that serves as the foundation of the Chivo Ecosystem, did not recognize revenue in 2021. The contingency was lifted in 2022 when the Company obtained the right to use the intellectual property. The Company recognized revenue related to the development of the Chivo Ecosystem when the contingency was lifted. The Company anticipates no further revenue related to the Chivo intellectual property and ecosystem.
Key Performance Indicators and Non-GAAP Financial Measure and Trends
Athena Bitcoin ATMs
The number of Athena Bitcoin ATMs decreased from 3,111 to 2,953 or 5% from December 31, 2024 to December 31, 2025.
Transactions
Median ATM transaction size for Bitcoin decreased from $150 to $105, or 30% while the number of transactions increased from 185,789 to 213,683, or 13% during the twelve months ended December 31, 2024 and 2025, respectively.
Median OTC transaction size for all crypto assets decreased from $40,661 to $12,290 or 70% while the number of transactions increased from 83 to 288 or 247% during the twelve months ended December 31, 2024 and 2025, respectively.
Adjusted EBITDA
We use Adjusted EBITDA as a non-GAAP financial measure. We define Adjusted EBITDA as net earnings attributable to Athena Bitcoin Global stockholders plus the following items: interest expense, fees on virtual vault services; income tax expense (benefit); one-time expenses (loss on extinguishment of debt and credit loss); and depreciation and amortization. Our computation of Adjusted EBITDA may not be comparable to other similarly titled measures computed by other companies because not all companies calculate this measure in the same fashion. You should review the reconciliation of net income to Adjusted EBITDA below and not rely on any single financial measure to evaluate our business. The Company believes that Adjusted EBITDA is a more relevant supplemental measure of performance than other GAAP performance measures. Adjusted EBITDA is a supplemental measure of our performance that is neither required by, nor presented in accordance with, GAAP. Management presents the non-GAAP financial measure of Adjusted EBITDA because it considers this to be an important supplemental measure of performance. Management believes that this non-GAAP financial measure provides additional insight for analysts and investors evaluating the Company’s financial and operational performance by providing a consistent basis of comparison across periods.
ADJUSTED EBITDA
Key Factors Affecting Our Performance
The performance of our business operations has been and will continue to be affected by a number of factors, including;
OperatingComponents of Results -of OverviewOperations
Consolidated Balance Sheets
Cash and Cash Equivalents
The Company considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents. Cash and cash equivalents include cash maintained at various financial institutions, cash in transit, and cash in Bitcoin ATMs owned and leased by the Company.
The Company maintains cash balances at various financial institutions. Accounts at these institutions are secured by the Federal Deposit Insurance Corporation (FDIC) up to $250,000 per institution. The Company has deposits in excess of the FDIC-insured limit. The Company has not experienced any losses in such accounts and believes that it is not exposed to significant credit risk due to the financial position of the depository institutions, third-party crypto exchanges or investment vehicles in which those deposits are held. The Company has significant cash in Bitcoin ATMs, held on various third-party crypto exchanges and in transit with cash logistic providers. Cash in transit consists of cash that is picked up by armored truck companies from the Company’s Bitcoin ATMs but not yet deposited in the Company’s bank accounts. Management evaluates cash in transit based on outstanding cash deposits on cash picked up by the armored truck companies, historical cash deposits and cash that is lost during transit, which is immaterial. The armored truck companies maintain insurance over theft and losses.
Crypto assets held
The Company’s crypto assets are Bitcoin and Stablecoins and they are considered indefinite-lived intangible assets and are initially measured at cost and are not amortized. As intangible assets, Bitcoin and Tether held are initially recorded at cost. However, effective as of January 1, 2025, the Company began measuring crypto assets held at their fair value. The Company determines the fair value of its Bitcoin based on quoted (unadjusted) prices on CoinMarketCap.
The Company purchases Bitcoin, which is held in the Company’s hot wallets, on a just-in-time basis to facilitate sales to customers and mitigate exposure to volatility in Bitcoin prices. As of July 19, 2023, the Company only transacts in Bitcoin at its Bitcoin ATMs in exchange for cash, on a predetermined markup at the time of the transaction. However, there may be multiple days between the purchase of the Bitcoin and the sale of the Bitcoin. When Bitcoin is sold to customers, the Company relieves the adjusted cost basis of the crypto asset, net of impairments/unrealized gains and losses, on a first-in, first-out basis within cost of revenue.
Property and equipment
Property and equipment is mostly composed of ATM equipment which is depreciated over a three year period.
What changed in the latest 10-Q
Risk Factors
New heading “We are not subject to the reporting requirements of Section 12 of the Exchange Act and are therefore a voluntary filer. We expect that, shortly after the filing of this Report, we will file a Form 15 and stop filing periodic and current reports with the SEC, which will significantly reduce the information available about us and could adversely affect the liquidity and value of our common stock.”
Removed heading “Summary Risk Factors”
Removed heading “Risks Related to Our Business, Operations, and Financial Position”
Removed heading “Risks Related to the Bitcoin Network, Crypto Assets, and Blockchain Technology”
Removed heading “Risks Related to Regulation, Legal Compliance, and Enforcement”
Removed heading “Risks Related to Employees and Service Providers”
Removed heading “Risks Associated with Governing Documents and Nevada Law”
Removed heading “Risks Related to Our Securities”
Removed heading “Risks Relating to Our Planned Reverse Stock Split”
Removed heading “The Most Material Risks Related to Our Business and Financial Position”
Removed heading “We might require additional capital to support business growth, and this capital might not be available.”
Removed heading “Our total revenue is substantially dependent on the volume of transactions conducted by our customers. If such volume declines, our business, operating results, and financial position would be adversely affected.”
Removed heading “The prices of Bitcoin and other crypto assets are volatile.”
Removed heading “Our transaction volume may be partially dependent on the prices of Bitcoin we sell, which can be volatile. If such prices decline, the volume of user transactions could decrease and our business, operating results, and financial condition would be adversely affected.”
Removed heading “Bankruptcies of major crypto asset market participants have impacted the broader crypto economy.”
Removed heading “Our business is in a new consumer product segment, which is difficult to forecast.”
Removed heading “We have a significant level of indebtedness that may have an adverse impact on us.”
Removed heading “Our secured convertible debentures and senior secured loan agreement with our senior secured lender are secured by substantially all of our assets and contain restrictions that may limit our flexibility in operating our business.”
Removed heading “The future development and growth of crypto assets and protocols is subject to a variety of factors that are difficult to predict and evaluate. If the future does not develop and grow as we expect, our business, operating results, and financial condition could be adversely affected.”
Removed heading “Loss of a banking relationship could adversely impact our business, operating results, and financial condition.”
Removed heading “We may be unable to generate sufficient cash to service all of our indebtedness and financial commitments.”
Removed heading “The Company may be forced to cease operations.”
Removed heading “Other Risk Factors Related to Our Business Operations and Financial Position”
Removed heading “Currently, there is a small use of Bitcoin in the retail and commercial marketplace in comparison to relatively large use by speculators, thus contributing to price volatility that could adversely affect an investment in our common stock.”
Removed heading “The Company’s assets could be stolen and would be difficult to recover due to the nature of cash and crypto assets.”
Removed heading “Crypto assets and funds that the Company holds on Bitcoin exchanges could be lost, stolen, or otherwise impaired.”
Removed heading “The Company may not always maintain sufficient crypto assets to satisfy customer transaction requests, which could adversely affect its business and results of operations.”
Removed heading “The theft, loss, or destruction of private keys required to access any Bitcoin may be irreversible. If we are unable to access our private keys or if we experience a hack or other data loss relating to our ability to access any bitcoin, it could cause regulatory scrutiny, reputational harm, and other losses.”
Removed heading “Any significant disruption in our ATMs or software, information technology systems, or any of the blockchain networks related to our business, could result in a loss of users or funds and adversely impact our brand and reputation and our business, operating results, and financial condition.”
Removed heading “The Company does not insure against all potential losses, which could result in significant financial exposure. Additionally, our lack of insurance protection for crypto assets held by the Company could adversely impact our business, operating results, and financial condition.”
Removed heading “The Company operates in locations outside of the United States and, as such, is subject to additional risks with respect to enforcement of its contractual rights.”
Removed heading “The countries, we operate in, may or may not have stable economies, stable banking sectors, or stable governments which may or may not permit us to repatriate profits, maintain ownership of our business or its assets, or continue operations.”
Removed heading “If we fail to retain existing users or add new users, or if our users decrease their level of engagement with our products and services, our business, operating results, and financial condition may be significantly harmed.”
Removed heading “Adverse economic conditions may affect our business.”
Removed heading “Due to unfamiliarity and some negative publicity associated with cryptocurrency-related businesses, existing and potential users may lose confidence in cryptocurrency-related products and services, which could negatively affect our business.”
Removed heading “Risk Factors Related to Our Operations in El Salvador”
Removed heading “Expansion of business operations in El Salvador may not produce the positive results as planned.”
Removed heading “Risks related to the custody of the private keys associated with the Chivo wallet system, including any risk of loss or compromise of such private keys.”
Removed heading “Political and economic developments in El Salvador may adversely affect Bitcoin Law.”
Removed heading “Our contracts with the El Salvador government may be negatively impacted”
Removed heading “Risk Factors Related to the Bitcoin Network, Wallets, Bitcoin, and Crypto Assets”
Removed heading “Bitcoin, and most other crypto assets based on public key cryptography, are controllable only by the possessor of both the unique public key and private key relating to the local or online digital wallet in which the bitcoin are held.”
Removed heading “The future and development of the Bitcoin Protocol and other blockchain technologies are subject to a variety of factors that are difficult to evaluate.”
Removed heading “The further development and acceptance of cryptocurrency networks and other cryptocurrencies, which represent a new and rapidly changing industry, are subject to a variety of factors that are difficult to predict and evaluate. The slowing or stopping of the development or acceptance of digital asset systems may adversely affect an investment in us.”
Removed heading “Stable Coins may not have any intrinsic value.”
Removed heading “A temporary or permanent blockchain “fork” to any supported crypto asset could adversely affect our business.”
Removed heading “From time to time, we may encounter technical issues in connection with the integration of supported crypto assets and changes and upgrades to their underlying networks, which could adversely affect our business.”
Removed heading “If miners or validators of any crypto asset network demand high transaction fees, our operating results may be adversely affected.”
Removed heading “We are subject to an extensive and rapidly evolving regulatory environment, and if a particular crypto asset we transact or transacted in is characterized as a “security”, we may be subject to regulatory scrutiny, investigations, fines, and other penalties, which may adversely affect our business, operating results, and financial condition.”
Removed heading “Any failure to obtain or maintain necessary money transmission and virtual currency business activity registrations and licenses could adversely affect our operations.”
Removed heading “Risk Factors Related to Current and Future Regulations and Other Law Enforcement Actions”
Removed heading “The regulations that govern our primary business operations are in flux and could change in unpredictable ways that negatively affect our business operations, demand for our services, or our financial position.”
Removed heading “We are subject to an extensive and highly evolving regulatory landscape and any adverse changes to, or our failure to comply with, any laws, rules, and regulations could adversely affect our brand, reputation, business, operating results, and financial condition.”
Removed heading “It may become illegal to acquire, own, hold, sell, or use Bitcoin or other cryptocurrencies, participate in blockchains or utilize cryptocurrencies in other countries, which would adversely affect us.”
Removed heading “The digital financial system is continually being developed. As a result, governments and policymakers are still considering what a regulatory regime for cryptocurrencies should look like. If we are unable to effectively react to future proposed legislation and regulation of cryptocurrencies or cryptocurrency businesses, our business, operating results, and financial condition could be adversely affected.”
Removed heading “We may be subject to liability under, or face business risks in connection with, state cryptocurrency laws.”
Removed heading “Our obligations to comply with the laws, rules, regulations, and policies of a variety of jurisdictions may increase and we may be subject to inquiries, investigations, and enforcement actions by U.S. and non-U.S. regulators and governmental authorities, including those related to sanctions, export control, and anti-money laundering.”
Removed heading “Complex and evolving U.S. and international laws, rules and regulation regarding privacy and data protection could result in claims, changes to our business practices, penalties, increased cost of operations, or otherwise harm our business.”
Removed heading “Future developments in tax laws or regulations regarding the treatment and reporting of cryptocurrencies for U.S. and foreign tax purposes could adversely impact our tax expense and liabilities, reporting obligations, liquidity, and business.”
Removed heading “Sanctions could cause us to cease operations in foreign countries or dealings with foreign citizens.”
Removed heading “Heightened scrutiny by regulators could be detrimental to the operations of the Company or its brand image.”
Removed heading “We or our assets may become subject to federal and state asset forfeiture laws which could negatively impact our business operations or financial position.”
Removed heading “Regulators and payment processors have historically taken actions relating to access to banking services, which could materially adversely affect our business.”
Removed heading “If the Company is unable to satisfy data protection, security, privacy, and other government- and industry-specific requirements, its growth could be harmed.”
Removed heading “The nature of our business requires the application of complex financial accounting rules, and there is limited guidance from accounting standard setting bodies. If financial accounting standards undergo significant changes, our operating results could be adversely affected.”
Removed heading “Our products and services may be negatively characterized by consumer advocacy groups, the media or certain federal, state and local government of officials, and if those negative characterizations become increasingly accepted by current or potential new users and/or our retail partners, or result in restrictions or limitations on the fees we charge to users, our reputation could be significantly impacted, which when coupled with required modifications to our fee model could result in decreased demand for our products and services and a corresponding decrease in our transaction volume, all of which could materially and adversely impact our business.”
Removed heading “New regulation or legislation may impact our business operations and financial results.”
Removed heading “Risk Factors Related to Intellectual Property”
Removed heading “Our intellectual property rights are valuable, and any inability to protect them could adversely impact our business, operating results, and financial condition.”
Removed heading “We may in the future be sued by third parties for alleged infringement of their proprietary rights.”
Removed heading “Risk Factors Related to Our Employees and Other Service Providers”
Removed heading “The loss of one or more of our key personnel, or our failure to attract and retain other highly qualified personnel in the future, could adversely impact our business, operating results, and financial position.”
Removed heading “In the event of employee or service provider misconduct or error, our business may be adversely impacted.”
Removed heading “Our officers, directors, employees, and large shareholders may encounter potential conflicts of interests with respect to their positions or interests in certain crypto assets, projects, entities, and other initiatives, which could adversely affect our business and reputation.”
Removed heading “We depend heavily on our senior management, including our Chief Executive Officer. The ability of certain key employees to devote adequate time to us is critical to the success of our business, and failure to do so may adversely affect our revenues and as a result could materially adversely affect our business, financial condition and results of operations.”
Removed heading “Risks Associated with Our Governing Documents and Nevada Law”
Removed heading “Our Second Amended and Restated Articles of Incorporation provide for indemnification of officers and directors at our expense, which may result in a major cost to us and hurt the interests of our stockholders because corporate resources may be expended for the benefit of officers or directors.”
Removed heading “Our board of directors can authorize the issuance of preferred stock, which could diminish the rights of holders of our common stock and make a change of control of our company more difficult even if it might benefit our stockholders.”
Removed heading “Our Second Amended and Restated Articles of Incorporation contain a specific provision that limits the liability of our directors and officers and requires us, under certain circumstances, to indemnify officers, directors and employees.”
Removed heading “Anti-takeover provisions in our Second Amended and Restated Articles of Incorporation and our Amended and Restated Bylaws, as well as provisions of Nevada law, might discourage, delay or prevent a change in control of our company or changes in our management and, therefore, depress the trading price of our securities.”
Removed heading “We will indemnify and hold harmless our officers and directors to the maximum extent permitted by Nevada law.”
Removed heading “Risks Related to SEC Reporting and Public Company Status”
Removed heading “We have identified material weaknesses in our disclosure controls and procedures and internal control over financial reporting. If not remediated, our failure to establish and maintain effective disclosure controls and procedures and internal control over financial reporting could result in material misstatements in our financial statements and a failure to meet our reporting and financial obligations, each of which could have a material adverse effect on our financial condition and the trading price of our common stock.”
Removed heading “We are an emerging growth company and a smaller reporting company within the meaning of the Securities Act, and if we take advantage of certain exemptions from disclosure requirements available to “emerging growth companies” or “smaller reporting companies,” this could make our securities less attractive to investors and may make it more difficult to compare our performance with other public companies.”
Removed heading “Being a public company results in additional expenses, diverts management’s attention and could also adversely affect our ability to attract and retain qualified directors.”
Removed heading “We incur increased costs as a result of operating as a public company, and our management will be required to devote substantial time to compliance with our public company responsibilities and corporate governance practices.”
Removed heading “Because we are not subject to compliance with rules requiring the adoption of certain corporate governance measures, our stockholders have limited protection against interested director transactions, conflicts of interest and similar matters.”
Removed heading “If our estimates or judgment relating to our critical accounting policies prove to be incorrect, our operating results could be adversely affected.”
Removed heading “Risks Relating to Our Proposed Reverse Stock Split”
Removed heading “We anticipate effecting a reverse stock split of our outstanding common stock.”
Removed heading “Even if the Reverse Stock Split achieves the requisite increase in the market price of our common stock, there can be no assurance that we will be approved for listing on the Nasdaq Capital Market or be able to comply with other continued listing standards of the Nasdaq Capital Market.”
Removed heading “The Reverse Stock Split may decrease the liquidity of the shares of our common stock.”
Removed heading “Our Reverse Stock Split may not result in a proportional increase in the per share price of our common stock.”
Removed heading “Risk Factors Related to Ownership of Our Common Stock”
Removed heading “The market price of our common stock has been volatile in the past and may continue to be volatile and could decline significantly and rapidly.”
Removed heading “Our common stock price has in the past been, and may in the future be, volatile.”
Removed heading “Our founders, single major shareholder, and director control, and may continue to control, our Company for the foreseeable future, including the outcome of matters requiring shareholder approval.”
Removed heading “Our securities are “Penny Stocks” that may make them less desirable or accessible by investors or potential investors.”
Removed heading “The issuance of common stock upon conversion of our convertible debenture will cause immediate and substantial dilution to existing shareholders.”
Removed heading “Our Senior Secured Loan Agreement entered into on May 15, 2025, includes certain negative covenants which may restrict our ability to operate.”
Removed heading “Securities analysts may not cover, or continue to cover, our common stock and this may have a negative impact on the market price of our securities.”
Removed heading “Certain previously registered shares of our common stock are required to be sold at fixed prices until such time as our common stock is quoted on the OTCQX, or the OTCQB, operated by OTC Markets, or listed on any national securities exchange or automated interdealer quotation system, if ever, which may result in our common stock not significantly increasing above those fixed prices and have other negative effects on our common stock.”
Removed heading “There is a significant liquidity risk associated with an investment in our common stock.”
Removed heading “There is no guarantee that our common stock will be approved for listing on the Nasdaq Capital Market or that we will be able to comply with Nasdaq’s continued listing standards in the future.”
Removed heading “Our common stock is subject to FINRA sales practice requirements that may make them less desirable or accessible by investors or potential investors.”
Removed heading “Our common stock may be subject to dilution.”
Removed heading “We have never paid dividends on our common stock and have no plans to do so in the future.”
Removed heading “We may engage in acquisitions, mergers, strategic alliances, joint ventures, and divestures that could result in results that are different than expected.”
Removed heading “Our Common Stock is subject to liquidity risks.”
Removed heading “The Company and its common stock may be negatively affected if any of the Company’s restricted securities are resold without registration or an available exemption from registration requirements under the Securities Act.”
Removed heading “General Risk Factors”
Removed heading “We may engage in acquisitions, mergers, strategic alliances, joint ventures, and divestures that could result in results that are different than expected.”
Removed heading “Global economic conditions could materially adversely affect our business, results of operations, financial condition and growth.”
Removed heading “Regulatory developments and government action on climate change issues may drive medium-to-long term increases in our operational costs.”
Removed heading “Our business could be adversely affected by security threats, including cybersecurity threats.”
Removed heading “Changes in accounting principles and guidance, or their interpretation, could result in unfavorable accounting charges or effects, including changes to our previously filed financial statements, which could cause our stock price to decline.”
Largest changes
“Our obligations to comply with the laws, rules, regulations, and policies of a variety of jurisdictions may increase and we may be subject to inquiries, investigations, and enforcement actions by U.S. and non-U.S. regulators and governmental authorities, including those related to sanctions, export control, and anti-money laundering.”see in full comparison
see in full comparisonLitigationIncreasing stateorregulationinvestigationsof cryptocurrency ATMs, including fee caps and similar restrictions, has in the past, and is expected to continue ininvolvingtheus,future, to reduce ouragentsrevenueorperothertransactioncontractual counterpartiesand couldresult in material settlements, fines or penalties and maymaterially adversely affect our business, financial condition and results of operations.
“Regulatory and judicial proceedings and potential adverse developments in connection with ongoing litigation may adversely affect our business, financial condition and results of operations. There may also be adverse publicity associated with lawsuits, consents, and investigations that could decrease third-party and consumer use and acceptance of our products and services. Additionally, our business may be the subject of class action lawsuits including securities litigation, regulatory actions and investigations and other general litigation. …”see in full comparison
“Regulators worldwide frequently study each other’s approaches to the regulation of the digital financial system. Consequently, developments in any jurisdiction may influence other jurisdictions. New developments in one jurisdiction may be extended to additional services and other jurisdictions. As a result, the risks created by any new law or regulation in one jurisdiction are magnified by the potential that they may be replicated, affecting our business in another place or involving another service. …”see in full comparison
“We are subject to requirements relating to data privacy and the collection, processing, storage, transfer, and use of data under U.S. federal, state and foreign laws. For example, the U.S. Federal Trade Commission (FTC) routinely investigates the privacy practices of companies and has commenced enforcement actions against many, resulting in multi-million dollar settlements and multi-year agreements governing the settling companies’ privacy practices. …”see in full comparison
“Other factors unrelated to our performance that may affect the price of the Company’s securities include the following: (i) the extent of analytical coverage available to investors concerning our business may be limited if investment banks with research capabilities do not follow the Company; (ii) lessening in trading volume and general market interest in the Company’s securities may affect an investor’s ability to trade significant numbers of the Company’s securities; (iii) the size of our public float may limit the ability of some institutions to invest in the Company’s securities; …”see in full comparison
Full comparison: every changed paragraph (323)
Summary Risk Factors
Except as noted below, there have been no material changes from the risk factors previously disclosed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, as filed with the SEC on March 6, 2026, under the heading “Item 1A. Risk Factors”, except as set forth below, and investors should review the risks provided in the Annual Report and below, prior to making an investment in the Company. The business, financial condition and operating results of the Company can be affected by a number of factors, whether currently known or unknown, including but not limited to those described in the Annual Report and below, any one or more of which could, directly or indirectly, cause the Company’s actual financial condition and operating results to vary materially from past, or from anticipated future, financial condition and operating results. Any of these factors, in whole or in part, could materially and adversely affect the Company’s business, financial condition, operating results and stock price.
We are not subject to the reporting requirements of Section 12 of the Exchange Act and are therefore a voluntary filer. We expect that, shortly after the filing of this Report, we will file a Form 15 and stop filing periodic and current reports with the SEC, which will significantly reduce the information available about us and could adversely affect the liquidity and value of our common stock.
We have not registered our common stock under Section 12 of the Securities Exchange Act, and we currently have fewer than 300 holders of record of our common stock. As a result, we are not required to file periodic reports with the SEC pursuant to Section 13(a) of the Exchange Act and are currently a voluntary filer.
While we have filed this Quarterly Report on Form 10-Q with the SEC, on May 12, 2026, our Board of Directors approved the filing of a Form 15 with the SEC to suspend our voluntary reporting obligations under Rule 12h-3 of the Exchange Act due to the significant costs and administrative burdens associated with being a reporting company. We expect to file the Form 15 shortly after the filing of this Report. Upon the filing of the Form 15, our obligation to file periodic reports, including Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, will be immediately suspended.
Assuming we cease filing reports with the SEC, current and prospective investors may have limited or no access to information regarding our business, financial condition and results of operations. The absence of publicly available information could impair investors’ ability to make informed investment decisions, and could further reduce the trading market and volume for our common stock, which is already limited. Any such reduction in available information and market liquidity could result in increased volatility and a decline in the trading price of our common stock, and investors may have difficulty buying or selling shares at desired prices, or at all.
Risks Related to Our Business, Operations,
and Financial Position
Risks Related to the Bitcoin Network, Crypto
Assets, and Blockchain Technology
Risks Related to Regulation, Legal Compliance,
and Enforcement
Risks Related to Employees and Service Providers
Risks Associated with Governing Documents
and Nevada Law
Risks Related to Our Securities
Risks Relating to Our Planned Reverse Stock
Split
The Most Material Risks
Related to Our Business and Financial Position
We might require additional
capital to support business growth, and this capital might not be available.
We have funded our operations
since inception primarily through debt and equity financings and revenue generated by our services. We cannot be certain when or if our
operations will generate sufficient cash to fully fund our ongoing operations or the growth of our business. We intend to continue to
make investments in our business to respond to business challenges, including deploying more Bitcoin ATMs both in the United States and
globally, enhancing our operating infrastructure, expanding our international operations to include additional regions and countries,
and acquiring complementary businesses and technologies, all of which may require us to secure additional funds. Additional financing
may not be available on terms favorable to us, if at all. If we incur additional debt, the debt holders would have rights senior to holders
of our common stock to make claims on our assets, and the terms of any debt could restrict our operations, including our ability to pay
dividends on our common stock.
The trading prices for our
common stock may be highly volatile, which may reduce our ability to access capital on favorable terms or at all. In addition, a slowdown
or other sustained adverse downturn in the general economic or crypto markets could adversely affect our business and the value of our
common stock. Because our decision to raise capital in the future will depend on numerous considerations, including factors beyond our
control, we cannot predict or estimate the amount, timing, or nature of any future issuances of securities. As a result, our shareholders
bear the risk of future issuances of debt or equity securities reducing the value of our common stock and diluting their interests. Our
inability to obtain adequate financing or financing on terms satisfactory to us, when we require it, could significantly limit our ability
to continue supporting our business growth and responding to business challenges.
Our total revenue is substantially
dependent on the volume of transactions conducted by our customers. If such volume declines, our business, operating results, and financial
position would be adversely affected.
We generate substantially
all our revenue from the sale of crypto assets to our customers, either using our Bitcoin ATMs or over the phone. Revenue is based on
the prices that we charge our customers based on prevailing market prices. This revenue may fluctuate based on the price of crypto assets.
As such, any declines in the volume of transactions, the price of crypto assets, or market liquidity for crypto assets generally may result
in lower total revenue to us.
The price of crypto assets
and associated demand for buying, selling, and trading crypto assets have historically been subject to significant volatility. The price
and trading volume of any crypto asset is subject to significant uncertainty and volatility, depending on several factors, including:
There is no assurance that
any supported crypto asset will maintain its value or that there will be meaningful levels of interest from customers. If the demand for
purchasing or selling crypto assets declines, our business, operating results, and financial condition would be adversely affected.
The prices of Bitcoin and
other crypto assets are volatile.
We generate substantially
all of our revenue from the sale of crypto assets to our customers, either using our Bitcoin ATMs or over the phone. Revenue is based
on the prices that we charge our customers based on prevailing market prices. The price at which we are able to purchase crypto assets
prior to selling those same crypto assets may not be lower than the sale price if the market conditions change between those two points
in time. Purchasing Bitcoin or other crypto assets for prices higher than they can be later sold could result in an impairment of the
asset value and our operating results could be adversely affected. The value of the entirety of our crypto assets held could be lost if
the prices of those crypto assets were to significantly decrease, which would adversely affect our operating results. There are no assurances
that the crypto assets we hold will have value from one day to the next and we could suffer a loss if any of the prices of those crypto
assets declines or is permanently depressed.
We account for our crypto
assets as indefinite-lived intangible assets, which are subject to impairment losses if the fair value of our crypto assets decreased
below their carrying value.
Our transaction volume
may be partially dependent on the prices of Bitcoin we sell, which can be volatile. If such prices decline, the volume of user transactions
could decrease and our business, operating results, and financial condition would be adversely affected.
We generate substantially
all of our revenue from the cash paid by customers to purchase Bitcoin from our ATMs. The number of user transactions and our transaction
volumes may be partially dependent on the prices of Bitcoin, as well as the associated demand for buying, selling and trading Bitcoin,
which can be and historically have been volatile. If such prices decline, the number of user transactions or our transaction volumes could
decrease. As such, any such declines, or any declines in the price of Bitcoin or market liquidity for cryptocurrency generally, may result
in lower total revenue to us. The price and trading volume of any cryptocurrency, including Bitcoin, is subject to significant uncertainty
and volatility, depending on a number of factors, including:
There is no assurance that
any given cryptocurrency will maintain or increase in value or that there will be meaningful transaction volumes from our users. In the
event that the price or trading of, or demand for, cryptocurrency declines, our business, operating results, and financial condition would
be adversely affected.
Bankruptcies of major crypto
asset market participants have impacted the broader crypto economy.
The failure of several prominent
crypto trading venues and lending platforms, such as FTX, Celsius Networks and Voyager has impacted and may continue to affect the broader
cryptoeconomy. The full extent of these impacts may not yet be known but may include, the consequent and ongoing financial distress and
bankruptcy of certain crypto market participants, loss of confidence in the broader cryptoeconomy, reputational harm to crypto asset platforms
generally, increased negative publicity of the broader cryptoeconomy, heightened scrutiny by regulators and lawmakers and calls for increased
regulation of crypto assets and crypto asset platforms. We have not experienced a material direct impact to our business, financial condition,
customers or counterparties from these bankruptcies; however, these bankruptcies did cause a change to crypto market prices, crypto market
volatility, crypto market volume and customer sentiment, and each of these drivers do indirectly impact our business and our revenue potential.
A combination of such drivers could have been a contributing factor in a decrease in transaction volume that the Company experienced after
these bankruptcies. We do not have any known material financial exposure to other cryptoeconomy participants that faced insolvency and
liquidity issues, experienced excessive redemptions or suspended redemptions or withdrawals of crypto assets, allegedly mishandled customer
funds, or experienced significant corporate compliance failures in connection with these bankruptcies.
Our business is in a new
consumer product segment, which is difficult to forecast.
Our industry segment is new
and is constantly evolving. As a result, there is a lack of available information with which to forecast industry trends or patterns.
There is no assurance that sustainable industry trends or preferences will develop that will lead to predictable growth or earnings forecasts
for individual companies or the industry segment. We are also unable to determine what impact future governmental regulation may have
on trends and preferences or patterns within our industry segment. See “Risk Factors Related to Current and Future Regulations and
other Law Enforcement Actions” for a discussion of the risks associated with governmental regulation.
We have a significant level
of indebtedness that may have an adverse impact on us.
As of September 30, 2025,
our total indebtedness, excluding lease liabilities, was $20.685 million including $3 million of secured convertible debenture, $5.538
million of short-term debt (settlement agreement of September 2025), and $172 thousand of insurance financing debt. Our significant level
of indebtedness could have important consequences for us, including the following:
The above factors could limit
our financial and operational flexibility and, as a result, could have a material adverse effect on our business, financial condition
and results of operations. Furthermore, if our debt obligation is not repaid or converted into equity (with respect to the $3 million
convertible debenture) prior to its respective maturity date, it will go into default which could cause you to lose a portion or all of
your investment in the Company.
Our secured convertible
debentures and senior secured loan agreement with our senior secured lender are secured by substantially all of our assets and contain
restrictions that may limit our flexibility in operating our business.
Our debt obligations as of
the date of this Report, under that certain senior secured loan agreement which includes a $3,000,000 amended and restated secured convertible
debenture, are secured by substantially all assets of the Company and contain various covenants that limit our ability to engage in specified
types of transactions. These covenants may limit our ability to, among other things:
Additionally, our senior creditor
may enforce its security interests over our assets and/or our subsidiaries which secure the repayment of such obligations, take control
of our assets and operations, or force us to curtail or abandon our current business plans and operations. If that were to happen, any
investment in the Company could become worthless.
The future development
and growth of crypto assets and protocols is subject to a variety of factors that are difficult to predict and evaluate. If the future
does not develop and grow as we expect, our business, operating results, and financial condition could be adversely affected.
Blockchain technology was
only introduced in 2008 and remains in the early stages of development. In addition, different protocols are designed for different purposes.
Bitcoin, for instance, was designed to serve as a peer-to-peer electronic cash system, while Ethereum was designed to be a smart contract
and decentralized application platform. Many other protocol networks—ranging from cloud computing to tokenized securities networks—have
only recently been established. The further growth and development of any crypto assets and their underlying networks and other cryptographic
and algorithmic protocols governing the creation, transfer, and usage of crypto assets represent a new and evolving paradigm that is subject
to a variety of factors that are difficult to evaluate, including:
Loss of a banking relationship
could adversely impact our business, operating results, and financial condition.
Athena depends on having regular
and normalized access to a bank checking account for normal business purposes and also for taking deposits of the cash received from the
ATM fleet. As a money services business registered with the Financial Crimes Enforcement Network (“FinCEN”) under the Bank
Secrecy Act, as amended by the USA PATRIOT Act of 2001, and its implementing regulations enforced by FinCEN, our banking partners view
us as a higher risk customer for purposes of their anti-money laundering programs. We may face difficulty establishing or maintaining
banking relationships due to our banking partners’ policies and some prior bank partners have terminated their relationship with
Athena. The loss of these banking partners or the imposition of operational restrictions by these banking partners and the inability for
us to utilize other redundant financial institutions may result in a disruption of business activity as well as regulatory risks. In addition,
financial institutions in the United States and globally may, because of the myriads of regulations or the perceived risks of crypto assets,
decide to not provide accounts, payments, or other financial services to us. Such events could negatively affect an investment in our
common stock.
We may be unable to generate
sufficient cash to service all of our indebtedness and financial commitments.
Our ability to make scheduled
payments on or to refinance our indebtedness and financial commitments depends on our financial condition and operating performance, which
are subject to prevailing economic and competitive conditions including financial, business and other factors beyond our control. We may
be unable to generate sufficient cash flow to permit us to pay the principal, premium, if any, and interest on our indebtedness.
If our cash flows and capital
resources are insufficient to fund debt and other obligations, we may be forced to reduce or delay capital expenditures, sell assets,
seek additional capital or restructure our indebtedness. Our ability to restructure or refinance indebtedness will depend on the condition
of the capital markets and our financial condition at such time. Any refinancing of indebtedness could be at higher interest rates and
may require us to comply with more onerous covenants, which could further restrict our operations. The terms of existing or future debt
instruments may restrict us from adopting some of these alternatives. In addition, any failure to service our debt would likely result
in a reduction of our credit rating, which could harm our ability to incur additional indebtedness. If we face substantial liquidity problems,
we might be required to sell assets to meet debt and other obligations. Our debt restricts our ability to dispose of assets and dictates
our use of the proceeds from such disposition.
We may not be able to consummate
dispositions, and the proceeds of any such disposition may be inadequate to meet obligations. We may be unable to access adequate funding
as a result of a decrease in lender commitments due to an unwillingness or inability on the part of lending counterparties to meet their
funding obligations and the inability of other lenders to provide additional funding to cover a defaulting lender’s portion. As
a result, we may be unable to execute our plan of operations, make acquisitions or otherwise conduct operations, which would have a material
adverse effect on our financial condition and results of operations.
The Company may be forced
to cease operations.
It is possible that, due to
any number of reasons, including, but not limited to, an unfavorable fluctuation in the value of cryptographic and fiat currencies, the
inability by the Company, whether in the United States or globally, to obtain clients, the failure of commercial relationships, the failure
of development of the necessary technical environment, the failure of government actors to provide needed regulatory clarity, the failure
of technology development by third parties, or intellectual property ownership challenges, the Company may no longer be viable to operate
and the Company may dissolve, either in whole or part, or take actions that result in a dissolution event. During the past six years there
have been several rumors that regulation specifically aimed at terminating the practice of selling crypto assets via kiosks, such as the
Company’s fleet of Bitcoin ATMs, would be forthcoming. While the regulations hypothesized by these rumors have never been enacted,
the state of California recently enacted two bills collectively known as the Digital Financial Assets Law (“DFAL”), regulating
digital assets and restricting operations of financial assets kiosks, it remains a risk to the Company’s principal operations and
could be detrimental to an investment in our common stock. The DFAL began taking effect on January 1, 2024, with covered persons required
to be licensed, or to have submitted a license application and be awaiting approval or denial of that application, on or before July 1,
2025.
Other Risk Factors Related
to Our Business Operations and Financial Position
Currently, there is a small
use of Bitcoin in the retail and commercial marketplace in comparison to relatively large use by speculators, thus contributing to price
volatility that could adversely affect an investment in our common stock.
Bitcoin and the Bitcoin Network
have only recently become accepted as a means of payment for goods and services by certain major retail and commercial outlets, and the
use of Bitcoin by consumers to pay such retail and commercial outlets remains limited. Conversely, a significant portion of Bitcoin demand
is generated by speculators and investors seeking to profit from the short- or long-term holding of Bitcoin. A lack of expansion by Bitcoin
or other crypto assets into retail and commercial markets, or a contraction of such use, may result in decreased demand for the Company’s
services or increased demand for services the Company is not able to provide, either of which could adversely affect an investment in
our common stock.
The Company’s assets
could be stolen and would be difficult to recover due to the nature of cash and crypto assets.
It is possible that, due to
any number of reasons, including, but not limited to, a robbery by either a malicious external actor or an employee of the Company could
adversely affect the Company’s operations and assets. From time to time, the Company has been the victim of vandalism and targeted
attacks on our ATMs, which have resulted in loss of cash and equipment. The Company has also been the target of cyberattacks and has suffered
security breaches of its websites, email, cellphones, and other systems related to the operations of the business. On March 31, 2021,
we suffered a security breach which resulted in a loss of 29 bitcoin (approximately $1,700,000 of market value as of March 31, 2021).
We have initiated two independent investigations of the attack with the assistance of law enforcement and outside counsel. Historically,
stolen bitcoin, crypto assets of multiple types, and cash have been difficult to recover by law enforcement or other means due to their
fundamental nature as fungible instruments of value. At this time, we have no information regarding whether the stolen crypto assets can
be recovered. The Company’s losses may negatively affect an investment in the Company’s shares. The Company has no knowledge
of any material security breach since March 31, 2021.
Crypto assets and funds
that the Company holds on Bitcoin exchanges could be lost, stolen, or otherwise impaired.
From time to time and for
customary reasons of procuring Bitcoin on crypto exchanges. The Company uses Kraken as its primary crypto exchange. The Company carefully
selects the platforms that it chooses to do business with; however this may not be sufficient to avoid losses if those exchanges suffer
losses or other impairments. In 2018, Quadriga filed for bankruptcy protection following the death of its Chief Executive Officer and
subsequent discovery of its insolvency. In addition, several other well-known and highly regarded exchanges have suffered similar fates.
For example, in February 2014, Mt. Gox, then the largest bitcoin exchange worldwide, filed for bankruptcy protection in Japan after an
estimated 700,000 bitcoin were stolen from its wallets. In May 2019, Binance, one of the world’s largest exchanges was hacked, resulting
in losses of approximately $40 million. Neither of these incidents had any impact on the Company. Any such losses by an exchange could
have a negative impact on the financial position of the Company and adversely impact an investment in our common stock.
The Company may not always
maintain sufficient crypto assets to satisfy customer transaction requests, which could adversely affect its business and results of operations.
The Company relies on proprietary
tools and analytics, together with management’s judgment, to monitor its crypto asset holdings and determine the level of crypto
assets it believes is necessary to support anticipated customer transactions. If these tools, analytics, or judgments indicate that the
Company’s holdings are insufficient, the Company seeks to acquire additional crypto assets from liquidity providers. There have
been limited instances prior to fiscal year 2023, each lasting less than 24 hours, in which the Company did not maintain adequate levels
of crypto assets to permit customer transactions, and during such periods no customer transactions were processed. Although the Company
subsequently acquired additional crypto assets and resumed transaction processing, any future failure to maintain sufficient levels of
crypto assets could impair the Company’s ability to satisfy customer demand, result in lost revenue, and negatively impact the Company’s
business, financial condition, and results of operations.
The theft, loss, or destruction
of private keys required to access any Bitcoin may be irreversible. If we are unable to access our private keys or if we experience a
hack or other data loss relating to our ability to access any bitcoin, it could cause regulatory scrutiny, reputational harm, and other
losses.
Bitcoin is generally accessible
only by the possessor of the unique private key relating to the digital wallet in which the Bitcoin is held. While blockchain protocols
typically require public addresses to be published when used in a transaction, private keys must be safeguarded and kept private to prevent
a third party from accessing the Bitcoin held in the applicable wallet. To the extent that any of the private keys relating to our wallets
containing Bitcoin held for our own account or our users’ private keys relating to their un-hosted wallets is lost, destroyed, or
otherwise compromised or unavailable, and no backup of the private key is accessible, we or our users will be unable to access the Bitcoin
held in the related wallet. Further, we cannot provide assurance that our or our users’ wallets will not be hacked or otherwise
compromised. Cryptocurrency and blockchain technologies have been, and may in the future be, subject to security breaches, hacking, or
other malicious activities. Any loss of private keys relating to, or any hack or other compromise of, digital wallets used to store our
users’ Bitcoin could adversely affect our users’ ability to access or sell their Bitcoin, as well as result in loss of user
trust in us. As such, any loss of private keys due to a hack, employee or service provider misconduct or error, or other compromise by
third parties could hurt our brand and reputation, result in significant losses, and adversely impact our business. However, the Company
does not (i) custody Bitcoin purchased by customers, (ii) manage or have access to private keys belonging to customers' personal (un-hosted)
wallets, or (iii) hold private keys for users. Customers are solely responsible for their own wallets and private keys. When a customer
uses an Athena Bitcoin ATM to purchase Bitcoin, the Bitcoin is directly delivered to a wallet address provided by the user (typically
a mobile wallet app). These user wallets are "un-hosted" or self-custodied, meaning the users alone control their private keys.
The risk of loss or compromise
of private keys related to Bitcoin owned by the Company is mitigated by our use of a third-party custodian, BitGo Trust Company, Inc.
(“BitGo”) (a qualified custodian) who has been engaged to secure our digital assets. BitGo manages the private keys for digital
wallets holding Bitcoin owned exclusively by the Company (i.e., held for our own account). This means all Bitcoin held as inventory, or
held for operational liquidity by the Company, is secured by BitGo, which manages the corresponding private keys on our behalf. If these
keys were lost or compromised, BitGo’s protocols, including secure backups and recovery processes, would mitigate this risk.
BitGo provides multi-signature
wallet services and secure key management for the Bitcoin that the Company holds for its own account and for facilitating customer transactions.
By entrusting this function to BitGo, we add a layer of security and risk mitigation (given BitGo’s expertise and insurance arrangements)
beyond what could be achieved with in-house custody.
Management's Discussion & Analysis (MD&A)
New heading “ATMs BY COUNTRY AND TYPE”
New heading “Components of Results of Operations”
New heading “Consolidated Balance Sheets”
New heading “Consolidated Statements of Operations and Comprehensive Income (Loss)”
New heading “Athena Bitcoin ATM”
New heading “Operating Expenses”
New heading “Other Operating Expenses”
New heading “Interest Expense”
New heading “Other (Income) Expense”
New heading “Income Tax Expense”
New heading “Comparison of the Three Months Ended March 31, 2026 and 2025”
New heading “Three months ended March 31, 2026, compared to the three months ended March 31, 2025”
New heading “Commitments and Contingencies”
New heading “Off-Balance Sheet Arrangements”
New heading “Accounting Pronouncements Pending Adoption”
Removed heading “Reverse Stock Split”
Removed heading “NUMBER OF ATMs BY COUNTRY”
Removed heading “SUMMARY OF TRANSACTIONS BY CRYPTO ASSET”
Removed heading “White-label Service”
Removed heading “Athena Bitcoin Affiliates Program”
Removed heading “Significant Financial Statement Components”
Removed heading “Condensed Consolidated Balance Sheets”
Removed heading “Crypto assets held”
Removed heading “Condensed Consolidated Statements of Operations and Comprehensive Income (Loss)”
Removed heading “For the Three and Nine Ended September 30, 2025 Compared to the Three and Nine Ended September 30, 2024”
Removed heading “Athena Bitcoin ATMs”
Removed heading “Note payable, Related-Party”
Removed heading “White-label Service”
Largest changes
We realized gross profit ofsee in full comparison$7.2$2.177 million during the three months endedSeptemberMarch30,31,2025,2026, as compared to gross profit of$8.1$8.131 million for the three months endedSeptemberMarch30,31,2024,2025, representing a decrease in gross profit of$875$5.954thousandmillion or11%.73%.ForAs discussed above, thenine months ended September 30, 2025, gross profit of $23.1 million was recognized, as compared to the gross profit of $31.6 million for the nine months ended September 30, 2024, representing adecrease in gross profitof $8.5 million or 27%. As discussed above, the decreases in gross profit arewas attributable todecreasesinlower revenuesthatdrivenresultedbyfromregulations,marketreduceduncertaintytransactionwhichvolumesfurtherandresulted in a decreasereductions in thesales price per transaction, offset by decreases in costnumber ofrevenues, resulting from the decrease in the volume of Bitcoin acquired. We believeATMs thatthehaveuncertainty in thebeenmarket was triggered by geopolitical and economic changes triggered by new tariffs, fears of inflation and employment instability in the U.S.deployed.
“As previously disclosed in the Current Report on Form 8-K filed by the Company with the Securities and Exchange Commission on July 10, 2025, on July 7, 2025, the majority stockholders of the Company, holding an aggregate of 7,062,449 shares of common stock or 51.7% of the Company’s then total voting shares as of the July 2, 2025 record date for the Written Consent (as defined below), following the recommendation of the Board of Directors of the Company, took action via a written consent to action of the majority shareholders in lieu of a meeting of shareholders (the “Written Consent”), and …”see in full comparison
“We believe that adequate provisions for resolution of all contingencies, claims and pending litigation have been made for probable losses that are reasonably estimable. These contingencies are subject to significant uncertainties and we are unable to estimate the amount or range of loss, if any, in excess of amounts accrued. We do not believe that the ultimate outcome of these actions will have a material adverse effect on our financial condition but could have a material adverse effect on our results of operations, cash flows or liquidity in a given quarter or year.”see in full comparison
“From time to time in the regular course of our business, we are involved in various lawsuits, claims, investigations and other legal matters. Except as noted under, or incorporated by reference in, “Legal Proceedings” herein, there are no material legal proceedings pending or known by us to be contemplated to which we are a party or to which any of our property is subject to.”see in full comparison
“We recognized revenues of $57.4 million during the three months ended September 30, 2025, as compared to revenues of $69.4 million for the three months ended September 30, 2024, representing a decrease in revenues of $12.0 million or 17%. For the nine months ended September 30, 2025 revenue of $192.9 million was recognized, as compared to revenues of $221.7 million for the nine months ended September 30, 2024, representing a decrease in revenues of $28.9 million or 13%. …”see in full comparison
“We use Adjusted EBITDA as a non-GAAP financial measure. We define Adjusted EBITDA as net earnings attributable to Athena Bitcoin Global stockholders plus the following items: interest expense, fees on virtual vault services; income tax expense; one-time expenses (credit loss, loss on debt extinguishment); and depreciation and amortization. Adjusted EBITDA has limitations as an analytical tool, and you should not consider it in isolation, or as a substitute for analysis of our operating results as reported under GAAP. …”see in full comparison
Full comparison: every changed paragraph (203)
This information should be read
read in conjunction with the interim unaudited condensed consolidated financial statements and the notes thereto included in this Quarterly
Report on Form 10-Q, and the audited financial statements and notes thereto and Management’s Discussion and Analysis of Financial
Condition and Results of Operations, contained in our FinalAnnual ProspectusReport on Form 10-K for the year ended December 31, 2025, as filed with the
Securities and Exchange Commission pursuant to Rule
424(b)(3) on MayMarch 16,6, 2025.2026.
Certain capitalized terms used
used below and otherwise defined below, have the meanings given to such terms in the footnotes to our unaudited condensed consolidated financial
financial statements included above under “Part I – Financial Information” – “Item 1. Financial Statements”.
Please see the section entitled “Glossary of Bitcoin and Crypto Terms” above for a list of abbreviations and definitions commonly
used in the crypto industry which are used throughout this Report.
The market data and certain other
other statistical information used throughout this Report are based on independent industry publications, reports by market research firms or
or other independent sources that we believe to be reliable sources. Industry publications and third-party research, surveys and studies
generally indicate that their information has been obtained from sources believed to be reliable, although they do not guarantee the accuracy
or completeness of such information and have not commissioned any such information. We are responsible for all of the disclosures contained
in this Report, and we believe these industry publications and third-party research, surveys and studies are reliable. While we are not
aware of any misstatements regarding any third-party information presented in this Report, their estimates, in particular, as they relate
to projections, involve numerous assumptions, are subject to risks and uncertainties, and are subject to change based on various factors,
including those discussed under, and incorporated by reference in, the section entitled “Item 1A. Risk Factors” of
this Report. These and other factors could cause our future performance to differ materially from our assumptions and estimates. Some
market and other data included herein, as well as the data of competitors as they relate to the Company, isare also based on our good faith
estimates.
Unless the context requires otherwise, references to
to the “Company,” “we,” “us,” “our,” “Athena”, “Athena Bitcoin”
“ABITGlobal” and “Athena Bitcoin
Global” refer specifically to Athena Bitcoin Global and its consolidated subsidiaries.subsidiaries, and references to “Athena” refer
to Athena Bitcoin, Inc., a Delaware corporation and our wholly-owned subsidiary.
“Exchange Act” refers to the Securities
Exchange Act of 1934, as amended;
“SEC” or the “Commission”
refers to the United States Securities and Exchange Commission; and “Securities Act” refers to the Securities
Act of 1933, as amended.
Since our initial Form S-1
Registration Statement was declared Effective on May 14, 2025, we have been subject to the reporting requirements of Section 15(d) of
the Securities Act andWe file annual, quarterly, and
current reports, and other information with the SEC.SEC, as a voluntary filer. Our SEC filings are available
to the public over the Internet
at the SEC’s website at www.sec.gov and are available for download, free of charge, soon
after such reports are filed
with or furnished to the SEC, on the “Company”—“Investors”— “Financials”—“SEC
Filings” page of our website at www.athenabitcoin.com. Copies of documents filed by us with the SEC are also available
from from
us without charge, upon oral or written request to our Secretary, who can be contacted at the address and telephone number set forth
on on
the cover page of this Report. Our website address is www.athenabitcoin.com. The information on, or that may be accessed
through, through,
our website is not incorporated by reference into this Report and should not be considered a part of this Report.
Reverse Stock Split
As previously disclosed in the Current Report
on Form 8-K filed by the Company with the Securities and Exchange Commission on July 10, 2025, on July 7, 2025, the majority stockholders
of the Company, holding an aggregate of 7,062,449 shares of common stock or 51.7% of the Company’s then total voting shares as of
the July 2, 2025 record date for the Written Consent (as defined below), following the recommendation of the Board of Directors of the
Company, took action via a written consent to action of the majority shareholders in lieu of a meeting of shareholders (the “Written
Consent”), and voted to approve, among other things, the filing of a Certificate of Amendment to the Company’s Articles of
Incorporation, as amended, to effect a reverse stock split of the Company’s issued and outstanding shares of common stock, par value
$0.001 per share, by a ratio of one-for-three hundred (the “Reverse Stock Amendment” and the “Reverse Stock Split”).
The Reverse Stock Split will have no effect on the Company’s authorized shares of common stock or preferred stock or the par value
of the Company’s common stock or preferred stock. The Reverse Stock Split has not been implemented to date and the Reverse Stock
Amendment has not been filed with the Secretary of State of Nevada to date. As a result, the effects of the Reverse Stock Split have not
been affected throughout this Report. The Company may abandon the Reverse Stock Split or may seek stockholder approval to adjust the Reverse
Stock Split ratio in the future.
As
of SeptemberMarch 30,31, 2025,
2026, we had an accumulated incomedeficit of $7.1$964 millionthousand and a working capital deficit of $5.9$6.513 million, and for the ninethree months
ended SeptemberMarch 30,
2025,31, 2026, had a net incomeloss of $1.6$467 millionthousand and cash provided by operating activities of $7.7$1.360 million. The accompanying condensed
consolidated financial
statements have been prepared assuming the Company will continue as a going concern. The Company is self-funded
and generates sufficient
cash to fund its global operations through its operations.
Additionally,
wherever possible,
our Board of Directors will attempt to use non-cash consideration to satisfy obligations. In many instances, we believe
that the non-cash
consideration will consist of restricted shares of our common stock, preferred stock or warrants to purchase shares
of our common stock.
Our Board of Directors has authority, without action or vote of the shareholders, but subject to Nasdaq rules and regulations (which generally
require shareholder approval for any transactions which would result in the issuance of more than 20% of our then outstanding shares of
common stock or voting rights representing over 20% of our then outstanding shares of stock, subject to certain exceptions),shareholders to issue
all or part of the authorized
but unissued shares of common stock, preferred stock or warrants to purchase such shares of common stock.
In addition, we may attempt
to raise capital by selling shares of our common stock, possibly at a discount to market in the future. These
actions will result in dilution
of the ownership interests of existing shareholders, may further dilute common stock book value, and that
dilution may be material. Such
issuances may also serve to enhance existing management’s ability to maintain control of us, because
the shares may be issued to
parties or entities committed to supporting existing management.
Our Management’s Discussion
and Analysis of Financial Condition and Results of Operations (“MD&A”) is provided in addition to the accompanying
condensed consolidatedaudited financial
statements and notes to assist readers in understanding our results of operations, financial condition,
and cash flows. MD&A is organized
as follows:
Business Overview and Recent Events
Our mission is to connect the world’s cash to the new global digital financial system. We believe that providing the world with access to crypto assets will help transform the international financial order by providing the unbanked and billions of others in the world with a connection to a new global digital financial system that is more accessible, efficient and transparent than the legacy financial system.
Athena Bitcoin ATMs and Athena Plus
In order to achieve our mission, we are focused on developing, owning, and operating a global network of Athena-branded Bitcoin ATM machines, which are free standing kiosks that permit customers to buy or sell crypto assets in exchange for cash (banknotes) issued by sovereign governments - often referred to as fiat currencies. We utilize purchasing algorithms and other proprietary systems to manage crypto assets to ensure that we are able to meet consumer demand for crypto assets.
We have become one of the largest Bitcoin ATM operators in the United States and Latin America by installing ATMs in strategic locations that seek to maximize the ability to provide crypto assets to customers. These locations include convenience stores, shopping centers, and other easily accessible locations in urban, suburban and rural locations. Our network presently includes Athena Bitcoin ATMs in 34 U.S. states, the U.S. territory of Puerto Rico and four countries in Latin America. See table below for our ATM breakdown by country and type, as of March 31, 2026.
ATMs BY COUNTRY AND TYPE
*Excludes Chivo-branded Bitcoin ATMs which the Company operates on behalf of the Government of El Salvador for Chivo as white-label service. “Chivo” means, Sociedad Anonima de Capital Variable, a private company incorporated under the laws of the Republic of El Salvador, which is politically controlled by the Government of El Salvador (GOES), which is the official Bitcoin service provider of the Government of El Salvador.
Customers can purchase as little as $1 of Bitcoin but normally choose between $100 and $1,000 using Athena Bitcoin ATMs. The typical ATM that the Company operates is about 5-feet tall and features a large touchscreen for customer interaction. The customer typically needs to have a wallet application on their smart phone to buy or sell Bitcoin on our Bitcoin ATM. To initiate the transaction, the customer will follow the steps prompted on the screen. When a customer is buying Bitcoin, the machine will require the customer to insert paper Fiat Currency since our Bitcoin ATMs do not accept debit or credit cards. When the transaction is complete, a receipt will print showing exactly how many crypto assets have been bought and the receiving address. The Company’s Bitcoin ATMs do not contain the crypto asset’s private key. The Company sells Bitcoin from cloud-based wallets in each country, enabling real-time supply of crypto assets to its customers.
We offer Bitcoin for sale at all of our Bitcoin ATM machines. For the three months ended March 31, 2026 and 2025, we completed 35,351 and 62,326 transactions in Bitcoin through our Bitcoin ATMs, respectively.
The Company buys most of its crypto assets through automated purchases on crypto exchanges and with digital assets trading firms based on algorithms the Company has developed for balancing its holdings with anticipated demand. The Company is also active in the over-the-counter dealer market and has bilateral relationships with several large crypto asset trading desks. We replenish our supply of Bitcoin, multiple times daily as needed, and hold Bitcoin in our wallet to sell to users of our Bitcoin ATMs. On average, we sell our holdings of Bitcoin within 2 days of purchase. We only transact in Bitcoin at our machines. We strive to keep holding periods short to reduce the effect of changes in Bitcoin/U.S. Dollar exchange rates on our business and to maximize our working capital. We do not invest or have long term holdings of any crypto currency.
We charge a fee for Bitcoin transactions through our Athena Bitcoin ATM, equal to the prevailing price at U.S.-based exchanges plus a markup that typically ranges between 13% and 28%. The prices shown to customers on our Bitcoin ATM are inclusive of this price spread and are calculated by multiplying the prevailing price level of crypto asset by one plus the markup. The markup varies by location. It is determined by a proprietary method that is maintained as a trade secret. Our revenues associated with our ATM transactions are recognized at the time when the crypto asset is delivered to the customer’s wallet.
For the three months ended March 31, 2026, and 2025, the average markup on Bitcoin sold was 34% and 20%, respectively.
We offer bitcoin for sale at all of our Bitcoin ATM machines. We also buy bitcoin at some of our Bitcoin ATM machines (also known as two-way ATMs). The cash withdrawal limit from our two-way Bitcoin ATMs is $2,thousand per transaction (maximum of $1 thousand in California). We replenish or withdraw fiat currencies at our Bitcoin ATMs twice a week or depending on usage, using bonded security companies.
The Company currently has an Anti-Money-Laundering (“AML”) / Bank Secrecy Act (“BSA”) policy and Procedures Manual to comply with FinCEN regulatory requirements regarding CIP and KYC. Athena employs a risk-based approach and a tiered system using a number of systems and AML analysts as well as various compliance triggers associated with its software. For transactions up to $2,000 per day, in the states and territories of the United States which do not currently restrict daily transaction limits (Tier 1) customers insert a phone number and Athena utilizes an onboarding tool which provides a name and address associated with the phone number provided. If a customer wishes to purchase greater than $2,000 a day (Tier 2), Athena requires a driver’s license ID scan which captures name, birthdate, physical address, and ID number. A customer cannot proceed at this level without complying with this step. If a customer wishes to use a passport, at this level, the customer can contact Athena to validate the passport. If a customer purchases $3,000, the customer will also be required to submit their social security number. Athena has other compliance triggers for similar information over the course of a customer’s spending as well as photos taken of the customer at each transaction. Athena has defined procedures for enhanced due diligence procedures based on a risk-based approach. These procedures utilize investigative software and customer question forms to obtain additional KYC and source of funds information. Athena also uses a sophisticated tool to ensure that when the Company transmits Bitcoin, it is not sent to a high risk or prohibited wallet. The tool will block any such transmissions. Finally, Athena utilizes a variety of anti-fraud measures including various warnings and a pledge of ownership that the customer owns and controls the submitted wallet.
Athena Plus (Over-The-Counter or OTC)
The Company also offers personalized services (“Athena Plus”) for the purpose of selling and buying crypto assets. Our Athena Plus service allows us to assist crypto asset buyers and sellers who wish to use their bank accounts. Through Athena Plus, we also generate revenue by selling Bitcoin directly to institutional traders, individuals and organizations. These transactions are typically completed telephonically for amounts that exceed $10,000 U.S. Dollars. The Company utilizes Bitcoin on hand and additional purchases, if necessary, to provide Bitcoin for the transaction. We charge a fee for Bitcoin transactions equal to the prevailing price at U.S.-based exchanges plus a markup.
The Company began working with the Government of El Salvador in June 2021 to support the implementation of its new Bitcoin Law which went into effect in September 2021 and made Bitcoin legal tender in El Salvador through January 29, 2025. To assist the Government of El Salvador with adoption of Bitcoin as legal tender, the Company provided the white-label service discussed below, as well as certain ancillary services. These ancillary services were provided to Chivo, a private company incorporated under the laws of the Republic of El Salvador, which is politically controlled by the Government of El Salvador. However, six articles of the Bitcoin Law were modified and three others were repealed as of January 29, 2025. Under the new rules, bitcoin is no longer considered “currency,” or “legal tender.” Another change makes using bitcoin entirely voluntary. Previously, the law mandated that businesses accept bitcoin for any goods or services they provided. Additionally, Bitcoin can no longer be used to pay taxes or settle government debts. These changes are not expected to harm our operations because our Bitcoin ATM services in El Salvador do not depend on compulsory Bitcoin usage; rather, they cater to organic consumer demand. We believe demand for Bitcoin transactions will continue to be driven by individuals who choose to use Bitcoin. Our role as an ATM operator for Chivo remains unchanged whereby we continue to manage the Bitcoin ATMs on the government’s behalf under our fixed-fee service arrangement.
The government is also stepping back from its involvement in Chivo Wallet, the state-backed digital wallet, by either transferring it to private sector management or terminating the program, as part of the country’s agreement with the International Monetary Fund. We believe this development may open opportunities for private companies (including the Company) to fill any service gaps left by the government’s reduced role. We have assessed the impact of the legislative changes and the Chivo transition, and do not foresee a negative impact on our business, in part because our existing ATM operations and customer base in El Salvador are expected to continue without disruption. There is no assurance that our assessment may not change depending on any future legal, political or economic changes in El Salvador.
We operate Bitcoin ATMs on behalf of the Government of El Salvador. These Bitcoin ATMs are owned by the Company. This white-label service is comprised of installing the machines for the customer and ensuring that the machines are operating in a way that they can be used by the Government of El Salvador and their users. To achieve this, the Company is responsible for loading and unloading cash, setting up the network, performing repairs and maintenance and other responsibilities to ensure that the machines are operating as intended. We charge a fixed monthly fee to operate these ATMs, as well as an additional fixed price for specific services that are required. The additional fixed price for specific services required is less than 1% of total revenue earned for the fixed monthly fee. The fixed price covers Athena’s cost plus a reasonable profit margin. The Company charges a separate fixed fee for installation of the Bitcoin ATM as determined by the contract. The Company also charges a fixed fee each month for operating the Bitcoin ATM. The Company does not sell crypto assets directly to the users of the Bitcoin ATM.
When a user purchases Bitcoin from a Chivo-branded Bitcoin ATM, the ATM delivers the Bitcoin to the address selected by the user. This may be a Chivo wallet or any other wallet address, including a non-custodial wallet.
However, users are not required to use a Chivo wallet. If the user inputs a non-custodial wallet address, the Bitcoin is delivered directly to that wallet, and the user retains sole control of the associated private keys. In all cases, regardless of the destination address, the Company never holds or has access to the private keys for Bitcoin purchased by users at the ATMs. Our role is strictly limited to operating the ATM infrastructure and facilitating the transaction; we do not have custody or manage digital assets on behalf of users.
The Government of El Salvador has title to the private keys to the crypto assets. However, the Company acts as the custodian for the cash in the ATM machine as well as cash that is in-transit.
In 2021 and 2022, we installed a total of 200 Chivo Bitcoin ATMs in El Salvador, 10 Chivo Bitcoin ATMs at El Salvador consulates in the U.S. and 45 Chivo Bitcoin ATMs in other U.S. locations. The Company has not installed any new white-label ATMs in fiscal year 2025, or during 2026 to date. The Company provided no services related to the Chivo ecosystem in fiscal year 2025 or during 2026 to date.
Ancillary
The Company engages in services as part of its mission to bring the new digital financial system to the world. This includes the sale of point-of-sale terminals (“POS Terminals”) and developing and supporting crypto ecosystems.
This MD&A and the related
unaudited condensed consolidated financial statements for the three and nine months ended September 30, 2025 and 2024, primarily cover
the operations of Athena, which is an active participant in the operation of Bitcoin ATMs in the United States and Latin America. More
broadly we operate in the market of retail sales of crypto assets, where we facilitate small purchases of Bitcoin. There are multiple
avenues that retail consumers, individuals purchasing small amounts from one dollar to a few thousand dollars’ worth, can purchase
or dispose of crypto assets. We have several products in our platform that include:
The number of Athena Bitcoin ATMs decreased from 3,111 to 2,753 or 12% from December 31, 2025 to March 31, 2026 due to removal of Bitcoin ATMs from locations that were not profitable and regulatory mandates requiring the removal of Bitcoin ATMs from Indiana in March 2026, In addition, removals of Bitcoin ATMs prior to January 1, 2026 that have caused the decrease in number of Bitcoin ATMs include the removals from Oklahoma in October 2025 and St. Paul, Minnesota in December 2025. The decreases will continue into subsequent periods as other areas such as Wisconsin in April 2026, Sterling Heights, Michigan in May 2026, and Tennessee in July 2026 also mandate the removal of Bitcoin ATMs.
Median ATM transaction size for Bitcoin decreased from $125 to $120, or 4% and the number of transactions decreased from 62,326 to 35,351, or 43% during the three months ended March 31, 2025 and 2026, respectively due to regulatory mandates requiring a maximum transaction amount per customer per day.
Median OTC transaction size for all crypto assets decreased from $22 thousand to $9 thousand or 59% while the number of transactions increased from 41 to 83 or 202% during the three months ended March 31, 2025 and 2026, respectively due to recent Bitcoin price volatility which caused customers to not purchase large amounts of Bitcoins. OTC transactions are typically $10 or greater.
We use Adjusted EBITDA as a non-GAAP financial measure. We define Adjusted EBITDA as net earnings attributable to Athena Bitcoin Global stockholders plus the following items: interest expense, fees on virtual vault services; income tax expense (benefit); and depreciation and amortization. Our computation of Adjusted EBITDA may not be comparable to other similarly titled measures computed by other companies because not all companies calculate this measure in the same fashion. You should review the reconciliation of net income to Adjusted EBITDA below and not rely on any single financial measure to evaluate our business. The Company believes that Adjusted EBITDA is a more relevant supplemental measure of performance than other GAAP performance measures. Adjusted EBITDA is a supplemental measure of our performance that is neither required by, nor presented in accordance with, GAAP. Management presents the non-GAAP financial measure of Adjusted EBITDA because it considers this to be an important supplemental measure of performance. Management believes that this non-GAAP financial measure provides additional insight for analysts and investors evaluating the Company’s financial and operational performance by providing a consistent basis of comparison across periods.
Components of Results of Operations
Consolidated Balance Sheets
The Company considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents. Cash and cash equivalents include cash maintained at various financial institutions, cash in transit, and cash in Bitcoin ATMs owned and leased by the Company.
The Company maintains cash balances at various financial institutions. Accounts at these institutions are secured by the Federal Deposit Insurance Corporation (FDIC) up to $250 thousand per institution. The Company has deposits in excess of the FDIC-insured limit. The Company has not experienced any losses in such accounts and believes that it is not exposed to significant credit risk due to the financial position of the depository institutions, third-party crypto exchanges or investment vehicles in which those deposits are held. The Company has significant cash in Bitcoin ATMs, held on various third-party crypto exchanges and in transit with cash logistic providers. Cash in transit consists of cash that is picked up by armored truck companies from the Company’s Bitcoin ATMs but not yet deposited in the Company’s bank accounts. Management evaluates cash in transit based on outstanding cash deposits on cash picked up by the armored truck companies, historical cash deposits and cash that is lost during transit, which is immaterial. The armored truck companies maintain insurance over theft and losses.
The Company is focused on
developing, owning and operating a global network of Athena Bitcoin ATMs, which are free standing kiosks that permit customers to either
buy or sell Bitcoin (two-way ATMs) in exchange for fiat currencies or to just have the ability to buy Bitcoin (one-way ATMs) in exchange
for fiat currencies. The Company also offers personalized services (“Athena Plus”) for the purpose of selling and buying crypto
assets. The Company places its ATMs in convenience stores, shopping centers, and other easily accessible locations. Our network presently
includes ATMs in thirty-four U.S. states, the territory of Puerto Rico and 4 countries in Central and South America. We seek to expand
our network in the U.S. and globally, and to further develop Athena Bitcoin as a trusted and preferred brand for parties seeking to exchange
fiat currency for Bitcoin.
See table below for our ATM
breakdown by country, as of September 30, 2025.
NUMBER OF ATMs BY COUNTRY
*Excludes Chivo-branded ATMs which the Company
operates on behalf of the Government of El Salvador for Chivo as white-label service.
Customers can purchase as
little as $1 of Bitcoin but normally choose between $100 and $1,000 using Athena Bitcoin ATMs. The typical ATM that the Company operates
is about 5-feet tall and features a large touchscreen for customer interaction. The customer typically needs to have a wallet application
on their smart phone to buy or sell Bitcoin on our ATM. To initiate the transaction, the customer will follow the steps prompted on the
screen. When a customer is buying Bitcoin, the machine will require the customer to insert paper Fiat Currency since our ATMs do not accept
debit or credit cards. When the transaction is complete, a receipt will print showing exactly how many crypto assets have been bought
and the receiving address. The Company’s ATMs do not contain the crypto asset’s private key. The Company sells Bitcoin from
cloud-based wallets in each country, enabling real-time supply of crypto assets to its customers.
We offer bitcoin for sale
at all of our ATM machines. See below for a summary of transactions by crypto asset for the nine months ended September 30, 2025 and September
30, 2024 .
SUMMARY OF TRANSACTIONS BY CRYPTO ASSET
The Company buys most of its
crypto assets through automated purchases on crypto exchanges and with digital assets trading firms based on algorithms the Company has
developed for balancing its holdings with anticipated demand. The Company is also active in the over-the-counter dealer market and has
bilateral relationships with several large crypto asset trading desks. We replenish our supply of Bitcoin, multiple times daily as needed,
and hold Bitcoin in our wallet to sell to users of our ATMs. On average, we sell our holdings of Bitcoin within 2 days of purchase, and
we previously sold our holdings of Ethereum, Litecoin and Bitcoin Cash holdings within 7 to 10 days of purchase. At this time, we only
transact in Bitcoin at our machines. We strive to keep holding periods short to reduce the effect of changes in Bitcoin/U.S. Dollar exchange
rates on our business and to maximize our working capital. We do not invest or have long term holdings of Bitcoin, Ethereum, Litecoin
or Bitcoin Cash BCH.
We charge a fee per crypto
asset available through our Athena Bitcoin ATM, equal to the prevailing price at U.S.- based exchanges plus a markup that typically ranges
between 13% and 28%. The prices shown to customers on our Bitcoin ATM are inclusive of this price spread and are calculated by multiplying
the prevailing price level of crypto asset by one plus the markup. The markup varies by location. It is determined by a proprietary method
that is maintained as a trade secret. Our revenues associated with our ATM transactions are recognized at the time when the crypto asset
is delivered to the customer’s wallet.
For the nine months ended
September 30, 2025, and September 30, 2024, the average markup by crypto asset sold for each period was as follows:
AVERAGECrypto MARKUPassets BY CRYPTO ASSET SOLDheld
The Company’s crypto assets are Bitcoin and Stablecoin and they are considered indefinite-lived intangible assets. Effective January 1, 2025, the Company measures crypto assets held at fair value. The Company determines the fair value of its Bitcoin and Stablecoin based on quoted (unadjusted) prices on CoinMarketCap.
The Company purchases Bitcoin, which is held in the Company’s hot wallets, on a just-in-time basis to facilitate sales to customers and mitigate exposure to volatility in Bitcoin prices. The Company only transacts in Bitcoin at its ATMs in exchange for cash, on a predetermined markup at the time of the transaction. However, there may be multiple days between the purchase of the Bitcoin and the sale of the Bitcoin. When Bitcoin is sold to customers, the Company recognizes the market value of the crypto asset within cost of revenue.
Property and equipment is mostly composed of ATM equipment which is depreciated over a three year period.
ABIT insider buying and selling (Form 4)
Since 2026-04-11, insiders reported open-market purchases in 0 Form 4 filings and open-market sales in 0 filings. Totals add up every open-market (code P and S) line in those filings, using the prices reported in the filings. Awards, option exercises, tax withholding and gifts are listed below but not counted.
No Form 4 stock transactions in this period.
Well-known investors holding ABIT (13F)
None of the 59 investors we track reported a position in their latest 13F.