S-1/A: Athena Bitcoin Global Registers Resale of 34.65 Million Shares, Eyes Expansion

Athena Bitcoin Global is registering the resale of up to 34,650,000 shares of its common stock, primarily related to the conversion of convertible debentures, while focusing on expanding its global network of Bitcoin ATMs.

Summary

• Athena Bitcoin Global is registering the resale of up to 34,650,000 shares of its common stock, which includes shares issuable upon conversion of outstanding 6% Convertible Debentures due in 2023.
• The company will not receive any proceeds from the sale of these shares by the selling shareholders.
• The shares were issued in connection with a private placement financing in 2021.
• Athena Bitcoin Global operates a global network of Bitcoin ATMs, allowing customers to buy or sell bitcoin for fiat currency.
• The company is focused on making Bitcoin more accessible and usable, particularly for the unbanked.
• As of April 1, 2025, the overall market capitalization of crypto assets reached $2.86 trillion, with Bitcoin accounting for $1.69 trillion.
• The company's ATMs are located in 34 U.S. states, Puerto Rico, and 4 countries in Central and South America.
• The company is actively working to expand its geographic presence throughout the world, in particular in Latin America.
• The company has developed and has started rolling out the Athena Bitcoin Affiliates Program which provides Bitcoin ATM operators with a turnkey solution, offering industry-leading software, compliance support, cash management, and marketing services to streamline operations and maximize profitability.
• The company is subject to an extensive and highly-evolving regulatory landscape and any adverse changes to, or our failure to comply with, any laws and regulations could adversely affect our brand, reputation, business, operating results, and financial condition.

Sentiment

Score: 6

Explanation: The document is neutral. It is a registration statement for a resale of shares, which doesn't inherently convey strong positive or negative sentiment. The document contains both positive aspects (expansion plans, growth in ATM numbers) and risks (regulatory environment, volatility of crypto assets).

Positives

• The company is focused on expanding its global network of Bitcoin ATMs.
• The company is actively working to expand its geographic presence throughout the world, in particular in Latin America.
• The company has developed and has started rolling out the Athena Bitcoin Affiliates Program which provides Bitcoin ATM operators with a turnkey solution, offering industry-leading software, compliance support, cash management, and marketing services to streamline operations and maximize profitability.

Negatives

• The company will not receive any proceeds from the sale of shares by the selling shareholders.
• The company is subject to an extensive and highly-evolving regulatory landscape and any adverse changes to, or our failure to comply with, any laws and regulations could adversely affect our brand, reputation, business, operating results, and financial condition.

Risks

• The company's total revenue is substantially dependent on the volume of transactions conducted by its customers.
• The prices of Bitcoin and other crypto assets are volatile.
• The future development and growth of crypto assets and protocols is subject to a variety of factors that are difficult to predict and evaluate.
• Loss of a banking relationship could adversely impact the company's business, operating results, and financial condition.
• The company might require additional capital to support business growth, and this capital might not be available.
• The Company operates in locations outside of the United States and, as such, is subject additional risks with respect to enforcement of its contractual rights.
• The company is subject to an extensive and highly 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.

Future Outlook

The company seeks to grow and distinguish Athena Bitcoin services based on its method of location selection, global expansion, operational efficiencies, and authenticity as a crypto industry forerunner with respect to Bitcoin ATMs. The company projects that the global south offers a large green field expansion opportunity because it combines high usage of physical currency with low median age and reduced access to quality banking and the legacy global financial system.

Industry Context

The company operates in the retail sales of crypto assets, where it facilitates 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.

Comparison to Industry Standards

• The company's direct competition in the U.S. includes Bitcoin Depot, Inc. a public corporation with operations in the U.S. and Canada, Coinflip, a private company with operations in the U.S., Canada and Australia and other smaller bitcoin kiosk operators, as well as Coinstar, a major corporation that runs one of the largest kiosk networks in the U.S.
• Bitcoin Depot is a public corporation whose operating performance can be measured.
• We are not aware of the operating performance of other competitors as they are private companies and do not provide any public financial disclosures.
• From our years of experience in this industry, we believe the Companys Bitcoin ATMs perform at or above industry averages.

Legal Proceedings

• On September 8, 2022, Athena Bitcoin, Inc. received from the Office of the Commissioner of Financial Institutions (OCFI), a Final Resolution and Order to Cease and Desist (OC&D), requiring to, among other matters, the Company to stop the operations and marketing of the Bitcoin automated teller machines (kiosks), that were operating in Puerto Rico.
• On October 9, 2023, Arley Lozano-Jaramillo (Lozano), an individual, commenced proceedings against the Company by filing a complaint with the 11th Judicial Circuit Court for Miami-Dade County, Florida (the Court) which named the Company as the defendant.
• On June 21, 2024, Digital Access, LLC, a Michigan limited liability company (Digital Access) and two additional co-plaintiffs, filed a complaint against Athena Bitcoin, Inc., a Delaware corporation (ABInc), before the US District Court for the Eastern District of Michigan (the Court).
• On July 16, 2024, Athena Bitcoin, Inc., a Delaware corporation (ABInc), filed a Complaint against Genesis Coin, Inc., Bitcoin ATM, LLC, ATM OPS, Inc., Kiosk Distributors, Inc., Andrew C. Barnard, Douglas O. Carrillo, and Neil Hernandez, for damages for violation of a federal statute and other claims, filed at the US District Court for the Northern District of Illinois (the Court).
• On August 20, 2024, Keon Jackson (Jackson), an individual, commenced what was entitled as a Class Action Complaint against Athena Bitcoin, Inc., a Delaware corporation (ABInc), filed at the US District Court for the Northern District of Florida (the Court).
• On September 9, 2024, S.M. on behalf of herself and all others (S.M.), an individual, filed a complaint that includes class action allegations, against Athena Bitcoin, Inc., a Delaware corporation (ABInc), Genesis Coin, Inc., and two other defendants, filed at the Common Pleas Court at Cuyahoga County, Ohio (the Court).
• On November 25, 2024, Karen Carew on behalf of himself and all others (Carew), an individual, filed a complaint that includes class action allegations, against Athena Bitcoin, Inc., a Delaware corporation (ABInc), its Chief Executive Officer, and other defendants, filed at the Superior Court of New Jersey Law Division, Monmouth County (the Court).
• On December 23, 2024, Chuck Handy III (Handy), an individual, commenced what was entitled as a Class Action complaint against Athena Bitcoin, Inc., a Delaware corporation (ABInc), filed at the US District Court for the Southern District of Florida (the Court).
• On January 21, 2025, Girma Yilma on behalf of himself and all others (Yilma), an individual, filed a complaint that includes class action allegations, against Company and two other retail establishments as defendants, filed at the District Court of Arapahoe County in Colorado (the Court).
• On January 31, 2025, Zamareeh Odoms, an individual, through counsel sent an extrajudicial claim for $500.00.
• On February 6, 2025, Diane Reynolds on behalf of himself and all others (Reynolds), an individual, filed a complaint that includes class action allegations, against ABI and another codefendant, filed at the Circuit County Court of Montgomery in Maryland (the Court).
• On February 26, 2025, the State of Iowa through its Attorney General (Iowa), filed separate complaints against ABI competitors Lux Vending, LLC, Bitcoin Depot Operating, LLC (both Bitcoin Depot), and GPD Holdings LLC d/b/a CoinFlip (CoinFlip) (all collectively Competitors).

Related Party Transactions

• On January 31, 2020, the Company entered into a securities purchase agreement for Convertible Debenture with KGPLA Holdings LLC, an entity in which Mike Komaransky, the Companys former director and principal shareholder, has a controlling beneficial ownership interest.
• On August 4, 2022, the Company completed a lending transaction with Mike Komaransky, the Companys principal shareholder and former director, whereby the Company borrowed $500 from Mr. Komaransky pursuant to the terms of a secured promissory note and security agreement.
• As of May 15, 2023, the Company entered into a certain Senior Secured Loan Agreement, as amended (the Loan Agreement) and Senior Secured Revolving Credit Promissory Note (the Revolving Credit Note) with KGPLA Holdings LLC (KGPLA), an entity in which Mike Komaransky, a former director and principal shareholder of the Company has a controlling interest.
• The Company carries a payables balance to Red Leaf Advisors, an entity in which Eric Gravengaard, our former CEO and former director, has controlling interest for previous purchases of crypto assets.
• The Company incurred (i) cash logistics services of $5,156 and $2,096 for the years ended December 31, 2024 and 2023, respectively with Move On Security LLC, and (ii) ATM conversion cost of $0 and $1,149 for the years ended December 31, 2024 and 2023, respectively. Mr. Matias Goldenhorn, the Chief Executive Officer and director of the Company, has a 50% interest in Move On Security LLC.
• On February 7, 2024, the Company entered into a service agreement with Move On Tech Service, LLC to provide ATM services for the Companys ATM operations in various states. Mr. Matias Goldenhorn, the Chief Executive Officer and director of the Company, has a 50% interest in Move On Tech Service, LLC.

Stakeholder Impact

• The company's operations and financial results are subject to general economic conditions and their impact on the digital currency markets and its customers.
• The company's reputation and ability to attract and retain users and grow its business depends on its ability to operate its products and services at high levels of reliability, scalability, and performance.
• The company's operations are subject to extensive laws, rules, regulations, policies, orders, determinations, directives, and legal and regulatory interpretations and guidance in the markets in which it operates.

Next Steps

• The Selling Shareholders may offer or sell any or all of the shares for resale from time to time.
• The company intends to apply for quotation on the OTCQB once it becomes a fully reporting company with the SEC.

Key Dates

Keywords

Bitcoin ATMs, crypto assets, resale, convertible debentures, financial services, regulation