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Income Taxes
 6 Months Ended
Jun. 30, 2025
Income Tax Disclosure [Abstract]  
Income Taxes

(15) Income Taxes

As noted in Note 2, in regards to the Up-C Restructuring, on May 30, 2025, the Company entered into and consummated the transactions contemplated by the Agreement and Merger Agreement with BT Assets, Mr. Brandon Mintz, the Company’s Founder and Chief Executive Officer, BD Investment Holdings LLC, a Delaware limited liability company, BD Investment Holdings II LLC, a Delaware limited liability company, BT HoldCo, BCD Merger Sub LLC, a Delaware limited liability company and a direct wholly owned subsidiary of the Company, and BCD Merger Sub Inc., a Delaware corporation and a direct wholly owned subsidiary of the Company, resulting in, among other things, BT HoldCo becoming a wholly owned subsidiary of the Company, which is a C-Corporation for federal tax purposes. This transaction described above was stepped together as a single-tax-free reorganization pursuant to Section 368(a)(1)(A) for federal income tax purposes.

The effective tax rate for the six months ended June 30, 2025 and 2024, respectively was (9.65%) and 51.97%. During the six months ended June 30, 2025 and 2024, the Company recognized income tax (expense) of $(2.6) million and $(0.1) million, respectively, on its share of pre-tax book income (loss), of which $(0.2) million and $0.3 million was attributed to non-controlling interest.

BitAccess Inc. and Express Vending, Inc. are taxed as Canadian corporations. BTM AUS Pty Ltd is taxed as an Australian corporation. For the six months ended June 30, 2025, and 2024, there was no activity for Mintz Assets, Inc., BitAccess Inc. and Digital Gold. As such, there were no federal income taxes for these entities.

NZ BTM Ltd. is taxed as an New Zealand corporation. UK BTM LTD is taxed as a UK corporation. HK BTM Limited is taxed as a Hongkong corporation. There was de minimis activities for these entities and thus no federal income taxes for these entities.

The effective tax rate differs from the statutory U.S. federal rate of 21.0% primarily due to the income or loss not being taxed due to the income and loss flowing through to its partners pre the Merger Agreement, differences related to the foreign operations, the recognition of the deferred balances of BT HoldCo from the Merger Agreement, and release of valuation allowance for the Company’s outside basis in BT HoldCo from the Merger Agreement.

As of June 30, 2025, management determined based on applicable accounting standards and the weight of all available evidence, it was more likely than not that the Company will realize its deferred tax assets based on the Company’s historical profitability. Additionally, the Company has released the previously established valuation allowance with respect to its deferred tax asset related to

its investment in BT HoldCo as of June 30, 2025. As a result of the Up-C Restructuing, BT HoldCo’s inside basis cumulative timing differences will shift to the Company and the outside basis differences at the Company would become the inside basis differences of BT HoldCo. The revaluation between the inside and outside basis difference of the cumulative temporary differences was booked as a discrete item through tax expense.

Additionally, the Company has an uncertain tax position of $1.0 million due to state tax filings. The Company plans to settle open filings during 2025.

Tax Receivable Agreement

Upon the completion of the Merger, Bitcoin Depot is party to the Tax Receivable Agreement (“TRA”). Under the terms of that agreement, Bitcoin Depot generally will be required to pay BT Assets 85% of the tax savings, if any, that Bitcoin Depot Inc. realizes, or in certain circumstances is deemed to realize, as a result of certain tax attributes that are created as part of and after the Merger. The payment of cash consideration to BT Assets in connection with the transaction will result in aggregate payments under the TRA of approximately $2.2 million as of March 31, 2025. This amount does not take into account any future exchanges of BT HoldCo Common Units by BT Assets pursuant to the BT HoldCo Amended and Restated Limited Liability Company Agreement. The future amounts payable, as well as the timing of any payments, under the TRA are dependent upon significant future events, including (but not limited to) the timing of the exchanges of BT HoldCo Common Units and surrender of a corresponding number of shares of Bitcoin Depot Class V common stock, the price of Bitcoin Depot Class A common stock at the time of each exchange, the extent to which such exchanges are taxable transactions, the depreciation and amortization periods that apply to any increase in tax basis resulting from such exchanges, the types of assets held by BT HoldCo, the amount and timing of taxable income Bitcoin Depot generates in the future, the U.S. federal income tax rate then applicable and the portion of Bitcoin Depot’s payments under the TRA that constitute imputed interest or give rise to depreciable or amortizable tax basis. The Company has recognized a TRA liability of $0.9 million on the Consolidated Balance Sheets as of December 31, 2023. Changes in this liability will be recognized in future periods through the other income/(expense) benefit caption on the Consolidated Statements of Income, the Company initially recorded $0.7 million on September 30, 2023 through equity and an additional adjustment $0.2 million was made on December 31, 2023, which was recorded to the income statement, for a total TRA of $0.9 million.

Pursuant to the Company's election under Section 754 of the Internal Revenue Code (the "Code"), the Company expects to obtain an increase in its share of the tax basis in the net assets of BT HoldCo when units are redeemed or exchanged by the other members of BT HoldCo. The Company plans to make an election under Section 754 of the Code for each taxable year in which a redemption or exchange of BT HoldCo units occurs. The Company intends to treat any redemptions and exchanges of BT HoldCo units as direct purchases of the units for U.S. federal income tax purposes. These increases in tax basis may reduce the amounts that would otherwise be paid in the future to various tax authorities. They may also decrease gains (or increase losses) on future dispositions of certain capital assets to the extent tax basis is allocated to those capital assets.

On April 24, 2024, the Company acquired an aggregate of 2.9 million units in connection with an exchange with BT HoldCo (see Note 14), which resulted in an increase in the tax basis of its investment in BT HoldCo subject to the provisions of the Tax Receivable Agreement. The Company also recorded an additional liability of $1.3 million for the TRA payments due to the redeeming members, representing 85% of the aggregate tax benefits the Company expects to realize from the tax basis increases related to the exchange of units, after concluding it was probable that such TRA payments would be paid based on estimates of future taxable income. No payments were made to the members of BT HoldCo pursuant to the Tax Receivable Agreement in 2024 or 2023.

On May 30, 2025, the Company and BT Assets agreed to terminate the Tax Receivable Agreement, dated as of June 30, 2023, by and among the Company, BT HoldCo and BT Assets. As consideration for the termination of the Tax Receivable Agreement, the Company made a cash payment to the former stockholders of BT Assets (including Mr. Mintz and his affiliated entities) in the amount of $8.4 million. The Company derecognized the Tax Receivable Agreement to Additional paid-in capital as a result of the transaction being accounted for as a common control transaction. The Company currently has no Tax Receivable Agreement liability on the balance sheet.

Tax Legislation

On July 4, 2025, President Donald Trump signed into law the reconciliation tax bill, commonly referred to as the “One Big Beautiful Bill Act” (OBBBA), which constitutes the enactment date under U.S. GAAP. Key corporate tax provisions of the OBBBA include the restoration of 100% bonus depreciation for property acquired and placed in service after January 19, 2025 and increases the Section 179 expensing limit, the introduction of new Section 174A permitting immediate expensing of domestic research and experimental

(R&E) expenditures and the capability to accelerate the remaining unamortized domestic R&E costs from tax years 2022 though 2024, modifications to Section 163(j) interest expense limitations, updates to the rules governing global intangible low-taxed income (GILTI) and foreign-derived intangible income (FDII), amendments to energy credit provisions, and the expansion of Section 162(m) aggregation requirements.

Under U.S. GAAP, the effects of changes in tax laws are recognized in the period in which the new law is enacted. Accordingly, the impact of the OBBBA will be reflected in the Company’s financial statements for the third quarter of 2025. The Company is currently assessing the impact of the OBBBA and, based on preliminary analysis, our annual effective tax rate (AETR) may change by approximately (3.94%) in the third quarter as a result of the Company being able to utilize the immediate expensing of previously capitalized domestic R&E expenditures.