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As filed with the Securities and Exchange Commission on ~~February~~June 1024, ~~2022~~2025

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

Athena Bitcoin Global

(Exact name of registrant as specified in its charter)

Nevada	6099	87-0493596
(State or other jurisdiction of	(Primary Standard Industrial	(I.R.S. Employer
incorporation or organization)	Classification Code Number)	Identification Number)

~~1332~~1 NSE ~~Halsted~~3rd StAvenue Suite ~~403~~2740

~~Chicago~~Miami, ~~IL 60642~~ Florida 33131

(312) 690-4466

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

~~Eric~~Matias ~~Gravengaard~~Goldenhörn

Chief Executive Officer

~~1332~~1 NSE ~~Halsted~~3rd StAvenue Suite ~~403~~2740

~~Chicago~~Miami, ILFlorida ~~60642~~33131

(312) 690-4466

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies ~~of all communications~~ to:

Iwona Alami, Esq.		Matthew Ogurick
Law Office of Iwona J. Alami		Sarah Stewart
620 Newport Center Dr.		K&L Gates, LLP
Suite 1100		599 Lexington Avenue
Newport Beach, CA 92660		New York, NY 10022
(949) 200-4626		(212) 536-3901

David M. Loev, Esq.

John S. Gillies, Esq.

The Loev Law Firm, PC

6300 West Loop South, Suite 280

Bellaire, Texas 77401

Telephone: (713) 524-4110

Facsimile: (713) 524-4122

Email: dloev@loevlaw.com;

john@loevlaw.com

Approximate date of commencement of the proposed sale to the public: As soon as practicable after this registration statement becomes effective.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act, check the following box: ☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☐	Accelerated filer ☐
Non-accelerated filer ☒	Smaller reporting company ☒
	Emerging growth company ☒

If an emerging growth company, indicate by checkmark if the registrant has not elected to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

The ~~information~~ information in this preliminary prospectus is not complete and may be changed. ~~These~~The ~~securities~~selling shareholders may not besell ~~sold~~these securities until the registration ~~statement~~ statement filed with the Securities and Exchange Commission is ~~declared~~ effective. This preliminary prospectus is not an offer to sell nor does it seek an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

~~Subject to~~PRELIMINARY ~~completion,~~PROSPECTUS ~~dated~~SUBJECT ~~February~~TO 10COMPLETION DATED JUNE 24, ~~2022~~ 2025

473,874,346 ~~[●]~~ Shares of Common Stock

This prospectus relates to the resale or ~~other~~ other disposition of up to ~~[●]~~473,874,346 shares of Athena Bitcoin Global ~~common~~(the “Company”, “we” or “us”) common stock, par value $0.001 per share (the “common stock” or “shares”), which may be offered for sale from time to time by the selling shareholders named in this prospectus (each a “Selling Shareholder” and, collectively, the “Selling Shareholders”). The ~~shares~~ ~~of our common stock covered by this prospectus include: (i) 409,413,900~~ shares of common stock ~~that~~being ~~were~~offered ~~issued~~ by ~~us to~~ the Selling ~~Shareholders~~shareholders in(which ~~the~~term ~~share~~includes ~~exchange~~their ~~transaction~~respective ~~or were purchased by the Selling Shareholders in private transactions~~donees, ~~and~~ ~~(ii)~~pledgees, uptransferees, ~~to [●] shares of common stock issued~~ or ~~issuable~~other ~~upon exercise of our outstanding 6% Convertible Debentures Due 2023 (the “Convertible Debentures”~~successors-in-interest) ~~which~~have ~~were~~been issued into ~~connection~~the ~~with~~Selling aShareholders ~~private~~pursuant ~~placement~~to ~~financing in 2021. We are registering~~ the ~~resale~~terms of ~~the~~a ~~shares of common stock underlying the Convertible Debentures as required by the Securities~~Share ~~Purchase~~Exchange Agreement ~~that~~dated weJanuary ~~entered~~14, ~~into~~2020, ~~with~~between the ~~Selling~~Company, ~~Shareholders~~Athena ~~as of June 22~~Bitcoin, ~~2021~~Inc., ~~which~~a ~~provided~~Delaware ~~said~~corporation ~~Selling Shareholders with certain registration rights with respect to the common stock issuable upon conversion of the Convertible Debentures~~ (~~the~~ “~~Purchase~~Athena ~~Agreement~~Bitcoin”)~~. We are not selling any shares of common stock under this prospectus~~ and ~~will not~~certain ~~receive~~shareholders ~~any proceeds from the sale~~ of ~~any~~Athena ~~shares~~Bitcoin, ofwhich ~~common~~transaction ~~stock~~is bydescribed ~~the~~in ~~Selling~~greater ~~Shareholders.~~detail ~~The~~under ~~Selling~~“Share ~~Shareholders~~Exchange ~~will bear~~Agreement”, ~~all~~beginning ~~commissions~~on ~~and~~page ~~discounts, if any, attributable to the sale or other disposition of the shares of common stock~~62. WeThe ~~will~~selling ~~bear~~shareholders ~~all costs,~~are ~~expenses~~described ~~and fees~~ in ~~connection~~greater ~~with~~detail ~~the~~under ~~registration~~“Selling ofShareholders”, ~~the~~beginning ~~shares~~on page ~~of common stock~~121.

~~Our~~We ~~common~~are ~~stock~~not isselling ~~quoted~~any onshares ~~the~~of ~~OTC~~common ~~Pink~~stock ~~Market~~under ~~(“OTC~~this ~~Pink”)~~prospectus ~~operated~~and bywill not receive any proceeds from the ~~OTC~~sale ~~Markets~~of ~~Group,~~any ~~Inc.~~shares ~~under~~of common stock by the ~~symbol~~Selling ~~“ABIT”~~Shareholders. OnThe ~~[●], 2022,~~Selling ~~the~~Shareholders ~~last~~will ~~reported~~bear ~~sale~~all ofcommissions ~~our~~and ~~common~~discounts, ~~stock~~if ~~was~~any, ~~$[●].~~attributable ~~There~~to isthe asale ~~limited~~or ~~public~~other ~~trading~~disposition ~~market~~of ~~for~~the ~~our~~shares of common stock. We ~~You~~will ~~are~~bear ~~urged~~all ~~to obtain~~costs, ~~current~~expenses ~~market~~and ~~quotations~~fees ~~for~~in connection with the registration of the shares of common stock.

~~Until~~Our ~~such time as our~~ common stock is quoted on the ~~OTCQB,~~OTC ~~the~~Pink ~~shares~~Market (“OTC ~~covered~~Pink”) byoperated ~~this prospectus will be sold~~ by the ~~Selling~~OTC ~~Shareholders~~Markets ~~from time to time at a fixed price of $[●] per share~~Group, ~~representing~~Inc. ~~the~~under ~~average of~~ the ~~high~~symbol ~~and~~“ABIT”. ~~low~~On ~~prices~~June as20, ~~reported on the OTC Pink on [●]~~2025, ~~2022 subject to~~ the ~~agreement~~last ~~between~~reported ~~the~~sale ~~Company~~of ~~and individual shareholders. No such agreements are currently in place. If and when~~ our common stock iswas ~~regularly quoted~~$0.0417. onThere ~~the~~is ~~OTCQB,~~a ~~the~~limited ~~Selling~~public ~~Shareholders~~trading ~~may~~market ~~sell~~for ~~their~~our ~~respective shares of~~ common stock,. ~~from~~You ~~time~~are urged to ~~time,~~obtain current ~~at prevailing~~ market ~~prices~~ orquotations infor ~~privately~~the ~~negotiated~~common ~~transactions~~stock.

~~Our~~Until ~~registration~~such oftime ~~the~~as ~~shares~~our of common stock is quoted ~~covered~~on bythe ~~this~~OTCQX, ~~prospectus~~or ~~does~~the ~~not~~OTCQB, ~~mean~~operated ~~that~~by ~~the~~OTC ~~Selling~~Markets, ~~Shareholders~~or ~~will~~listed ~~offer~~on any national securities exchange or ~~sell~~automated ~~any~~interdealer ofquotation system, the shares. ~~The~~covered by this prospectus will be sold by the Selling Shareholders ~~may~~ ~~offer~~from ~~and~~time ~~sell~~to ortime ~~otherwise~~at ~~dispose~~a fixed price of $[●] per share, representing the ~~shares~~average of ~~common~~the ~~stock~~high ~~described~~and inlow ~~this~~prices ~~prospectus~~as ~~from~~reported ~~time~~on tothe ~~time~~OTC ~~through~~Pink ~~public~~on or[●], 2025. If and when our common ~~private~~stock ~~transactions~~is atregularly ~~prevailing~~quoted ~~market~~on ~~prices~~the OTCQB or the OTCQX, ator ~~prices~~listed ~~related~~on toany ~~prevailing~~national ~~market~~securities ~~prices~~exchange or atautomated ~~privately~~interdealer ~~negotiated~~quotation system, ~~prices~~the ~~at varying~~Selling ~~prices.~~Shareholders ~~See~~may ~~“Plan~~sell their respective shares of ~~Distribution”~~common ~~which~~stock, ~~begins~~from ontime ~~page~~to 87time, ofat ~~this~~prevailing ~~prospectus~~market ~~for~~prices ~~more~~or ~~information~~in privately negotiated transactions.

~~This~~Our ~~offering~~registration ~~will terminate on the earlier~~ of ~~(i)~~ the ~~date~~shares ~~when all~~ of ~~the~~common ~~shares~~stock covered ~~have~~by ~~been sold pursuant to~~ this prospectus ordoes ~~Rule~~not ~~144~~mean ~~under the Securities Act of 1933, as amended (the “Securities Act”), (ii) or the date~~ that ~~all of~~ the ~~securities~~Selling ~~may~~Shareholders bewill ~~sold~~offer ~~pursuant to Rule 144 without volume~~ or ~~manner-of-sale restrictions,~~sell ~~(iii) or we decide at~~ any ~~time to terminate the registration~~ of the shares. atSee ~~our~~“Plan ~~sole~~of ~~discretion~~Distribution” for more information.

We have made no written communications as defined under Rule 405 of the Securities Act to prospective investors or investors.

You should rely only on the information contained in this prospectus. We have not authorized anyone to provide you with information different from that contained in this prospectus. The information contained in this prospectus is accurate only as of the date of this prospectus.

~~Investing in our shares involves a high degree of risk. You should carefully consider the Risk Factors beginning on page 10 of this prospectus before you make an investment in our securities.~~ i

WeInvesting ~~are an “emerging growth company” as that term is used~~ in ~~the~~our ~~Jumpstart~~shares ~~Our~~involves ~~Business~~a ~~Startups~~high ~~Act~~degree of ~~(the~~risk. ~~“Jobs~~You ~~Act”)~~should ~~and~~carefully ~~defined~~consider ~~under~~ the ~~federal~~Risk ~~securities laws~~Factors ~~and, as such, may elect to comply with certain reduced public company reporting requirements in future reports after the completion~~ of this ~~offering.~~prospectus ~~See~~before ~~“Prospectus~~you ~~Summary—Implications~~make ~~of Being~~ an ~~Emerging~~investment ~~Growth~~in ~~Company~~our securities.”

We ~~may~~are ~~amend~~an or“emerging ~~supplement~~growth ~~this prospectus~~company” ~~from~~as ~~time~~that toterm ~~time~~is byused ~~filing~~in ~~amendments~~the orJumpstart ~~supplements~~Our asBusiness ~~required.~~Startups ~~You~~Act ~~should~~(the ~~carefully~~“Jobs ~~consider~~Act”) and defined under the ~~risks~~federal securities laws and, ~~uncertainties described~~as ~~under~~such, ~~the~~may ~~heading~~elect ~~“Risk~~to ~~Factors”~~comply ~~beginning~~with oncertain ~~page~~reduced 11public company reporting requirements in future reports after the completion of this ~~prospectus~~offering. ~~before~~See ~~you~~“Prospectus ~~make~~ Summary—Implications of Being an ~~investment~~Emerging ~~decision~~Growth Company and Smaller Reporting Company.”

We may amend or supplement this prospectus from time to time by filing amendments or supplements as required. You should carefully consider the risks and uncertainties described under the heading “Risk Factors” of this prospectus before you make an investment decision.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense.

~~This~~The ~~Prospectus~~date of this prospectus is ~~dated [●]~~_________, ~~2022~~2025.

TABLE OF CONTENTS

About this Prospectus	ii
About This Prospectus	1
Industry and Market Data	ii
Cautionary Note Regarding Forward-Looking Statements	2
Glossary of Bitcoin and Digital Currency Terms	iii
Industry and Market Data	3
Prospectus Summary	1
Glossary of Bitcoin and Crypto Terms	3
The Offering	10
Prospectus Summary	6
Risk Factors	11
The Offering	20
Special Note Regarding Forward-Looking Statements	27
Risk Factors	21
Capitalization	28
Share Exchange Agreement	62
Management’s Discussion and Analysis of Financial Condition and Results of Operations	3062
The Business	50
Business	85
Market for Common Equity and Related Stockholder Matters	66105
Description of Capital Stock	67106
Management and Certain Security Holders	72
Management	111
Executive Compensation	77
Executive and Director Compensation	114
Principal Shareholders	79
Security Ownership of Certain Beneficial Owners and Management	117
Certain Relationships and Related Party Transactions	80119
Use of Proceeds	82121
Dividend Policy	82121
Determination of Offering Price	82
Selling Shareholders	121
Dilution	82
Plan of Distribution	123
Selling Shareholders	81
Changes in Accountants	125
Plan of Distribution	87
Legal Matters	125
Legal Matters	89
Experts	125
Experts	89
Disclosure of Commission’s Position on Indemnification for Securities Act Liabilities	126
Disclosure of Commission’s Position on Indemnification for Securities Act Liabilities	89
Where You Can Find More Information	126
Where You Can Find More Information	89
Index to the Consolidated Financial Statements	F-1
Index to Financial Statements	F-1
Part II - Information Not Required in Prospectus	II-1

iii

You should rely only on information contained in this prospectus. We have not authorized anyone to provide you with information other than that contained in this prospectus or in any free writing prospectus we may authorize to be delivered or made available to you. We take no responsibility for and cannot provide any assurance as to the reliability of any other information others may give you. The Selling Shareholders are not offering to sell or seeking offers to buy shares of common stock in jurisdictions where offers and sales are not permitted. The information in this prospectus or any free writing prospectus is accurate only as of its date, regardless of its time of delivery or of any sale of shares of our common stock. Our business, financial condition, results of operations, and prospects may have changed since that date. We are responsible for updating this prospectus to ensure that all material information is included and will update this prospectus to the extent required by law.

For investors outside of the United States: Neither we nor any of the Selling Shareholders have done anything that would permit this offering or possession or distribution of this prospectus in any jurisdiction where action for that purpose is required, other than in the United States. Persons outside the United States who come into possession of this prospectus must inform themselves about, and observe any restrictions relating to, the offering of common stock by the Selling Shareholders and the distribution of this prospectus outside of the United States.

iiv

~~ABOUT~~About ~~THIS~~This ~~PROSPECTUS~~Prospectus

This prospectus is a part of a registration statement on Form S-1 that we filed with the Securities and Exchange Commission (the “SEC”) ~~using a “shelf” registration or continuous offering process~~. Under this ~~shelf~~ process, the Selling Shareholders may, from time to time, sell the shares of common stock covered by this prospectus in the manner described in the section titled “Plan of Distribution.” Additionally, we may provide a prospectus supplement to add information to, or update or change information contained in, this prospectus (except for the section titled “Plan of Distribution,” which additions, updates, or changes that are material shall only be made pursuant to a post-effective amendment). You may obtain this information without charge by following the instructions under the section titled “~~Additional~~Where You Can Find More Information” appearing elsewhere in this prospectus. You should read this prospectus, any free writing prospectus and any prospectus supplement before deciding to invest in our shares.

~~INDUSTRY~~Unless ~~AND~~the ~~MARKET~~context requires otherwise, references ~~DATA~~to the “Company,” “we,” “us,” “our,” “Athena”, and “Athena Bitcoin Global” refer specifically to Athena Bitcoin Global and its consolidated subsidiaries.

~~Market~~In ~~data and certain industry data and forecasts used throughout this prospectus were obtained from internal Company surveys~~addition, ~~market~~unless research, consultant surveys, publicly available information, reports of governmental agencies and industry publications and surveys. Industry surveys, publications, consultant surveys and forecasts generally state that the ~~information~~context ~~contained~~otherwise ~~therein has been obtained from sources believed to be~~requires ~~reliable, but the accuracy~~ and ~~completeness~~for ~~of such information is not guaranteed. We have not independently verified any of~~ the ~~data from~~purposes third party sources, nor have we ascertained the underlying economic assumptions relied upon therein. Similarly, internal surveys, industry forecasts and market research, which we believe to be reliable based on our management’s knowledge of the industry, have not been independently verified. Forecasts are particularly likely to be inaccurate, especially over long periods of time. Statements as to our market position are based on the most currently available data. While we are not aware of any misstatements regarding the industry data presented in this prospectus, ~~our estimates involve risks and uncertainties and are subject to change based on various factors, including those discussed under the heading “Risk Factors” in this prospectus.~~only:

ii· “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.

Cautionary Note Regarding Forward-Looking Statements

This prospectus contains forward-looking statements under the federal securities laws. In some cases, you can identify forward-looking statements by the following words: “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “ongoing,” “plan,” “potential,” “predict,” “project,” “should,” or the negative of these terms or other comparable terminology, although not all forward-looking statements contain these words. Forward-looking statements are not a guarantee of future performance or results and will not necessarily be accurate indications of the times at, or by, which such performance or results will be achieved. Forward-looking statements are based on information available at the time the statements are made and involve known and unknown risks, uncertainties and other factors that may cause our results, levels of activity, performance or achievements to be materially different from the information expressed or implied by the forward-looking statements in this prospectus, including those incorporated by reference into the section entitled “Risk Factors” herein.

In particular, forward-looking statements include, but are not limited to, any statements that are not statements of current or historical facts, such as statements relating to market acceptance of our products; our ability to protect our intellectual property rights; the impact of any infringement actions or other litigation brought against us; competition from other providers and products; our ability to develop and commercialize new and improved products and services and successfully pursue innovation; our ability to complete capital raising transactions; and other factors (including the risks contained in the section of this prospectus entitled “Risk Factors”) relating to our industry, our operations and results of operations. Actual results may differ significantly from those anticipated, believed, estimated, expected, intended, or planned.

Such statements are based on management’s current expectations and include, but are not limited to:

	·	our future financial performance, including our expectations regarding our net revenue, operating expenses, and our ability to achieve and maintain future profitability;
	·	our business plan and our ability to effectively manage our growth;
	·	anticipated trends, growth rates, and challenges in our business, the crypto economy, and in the markets in which we operate;
	·	market acceptance of our products and services;
	·	beliefs and objectives for future operations;
	·	our ability to further penetrate our existing customer base and maintain and expand our customer base;
	·	our ability to develop new products and services and grow our business in response to changing technologies, customer demand, and competitive pressures;
	·	our expectations concerning relationships with third parties;
	·	our ability to maintain, protect, and enhance our intellectual property;
	·	our ability to continue to expand internationally;
	·	the effects of increased competition in our markets and our ability to compete effectively;
	·	future acquisitions of or investments in complementary companies, products, services, or technologies and our ability to successfully integrate such companies or assets;
	·	our ability to stay in compliance with laws and regulations that currently apply or become applicable to our business both in the United States and internationally;
	·	economic and industry trends, projected growth, or trend analysis;
	·	trends in revenue, cost of revenue, and gross margin;
	·	trends in operating expenses, including technology and development expenses, sales and marketing expenses, and general and administrative expenses, and expectations regarding these expenses as a percentage of revenue;
	·	increased expenses associated with being a public company;
	·	other risks and uncertainties, including those described under Risk Factors, herein; and
	·	other statements regarding our future operations, financial condition, and prospects and business strategies.

Any forward-looking statements in this prospectus reflect our current views with respect to future events or to our future financial performance and involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by these forward-looking statements. Given these uncertainties, you should not place undue reliance on these forward-looking statements. All forward-looking statements included herein speak only as of the date of this prospectus. All subsequent written and oral forward-looking statements attributable to us, or persons acting on our behalf, are expressly qualified in their entirety by the cautionary statements above. Except as required by law, we assume no obligation to update or revise these forward-looking statements for any reason, even if new information becomes available in the future.

Industry and Market Data

Market data and certain industry data and forecasts used throughout this prospectus were obtained from internal Company surveys, market research, consultant surveys, publicly available information, reports of governmental agencies and industry publications and surveys. Industry surveys, publications, consultant surveys and forecasts generally state that the information contained therein has been obtained from sources believed to be reliable, but the accuracy and completeness of such information is not guaranteed. We have not independently verified any of the data from third party sources, nor have we ascertained the underlying economic assumptions relied upon therein, and we have not commissioned any such data or forecasts. Similarly, internal surveys, industry forecasts and market research, which we believe to be reliable based on our management’s knowledge of the industry, have not been independently verified. Forecasts are particularly likely to be inaccurate, especially over long periods of time. Statements as to our market position are based on the most currently available data. While we are not aware of any misstatements regarding the industry data presented in this prospectus, our estimates involve risks and uncertainties and are subject to change based on various factors, including those discussed under the heading “Risk Factors” in this prospectus.

Glossary of Bitcoin and Crypto Terms

·The ~~Address:~~following Anare ~~alphanumeric~~abbreviations, ~~reference~~acronyms toand ~~where~~definitions ~~crypto~~of ~~assets~~certain terms ~~can~~used bein ~~sent~~this ordocument, ~~stored.~~which are commonly used in our industry:

· ~~Ankr~~Address: An ~~Ethereum~~alphanumeric ~~token~~reference to where crypto assets can be sent or stored. · Bitcoin (BTC): The first system of global, decentralized, scarce, digital money as initially introduced in a white paper titled Bitcoin: A Peer-to-Peer Electronic Cash System by Satoshi Nakamoto. Bitcoin, while having several of the primary attributes of money, is not considered a currency or money in the jurisdictions that ~~powers~~the Company operates, with the exception of El Salvador where Bitcoin may be used for private trade, investment and voluntary use. · Bitcoin ATM: A kiosk that can be used by a ~~decentralized~~Customer ~~public~~to buy or sell bitcoin or other crypto assets in exchange for Cash. · Bitcoin Cash (BCH): A fork of Bitcoin that seeks to add more transaction capacity to the network in order to be useful for everyday transactions. BCH is based on the original Bitcoin blockchain ~~infrastructure~~with some distinct differences. A major one is an increased maximum block size of 32MB, compared to just 1MB on Bitcoin. Increased block size allows BCH to process transactions faster than Bitcoin, with lower fees and an increased per-second transaction capacity. · Block: A grouping of Transactions validated by Miners and disseminated by the Network to servers that ~~aims~~maintain the records in a blockchain. Blocks are added to ~~make~~an itexisting ~~easy~~blockchain as transactions occur on the network. Miners are rewarded for “mining” a new block. · Blockchain: A cryptographically secure digital ledger that maintains a record of all transactions that occur on the Network and ~~affordable~~follows a consensus protocol for ~~anyone~~confirming new Blocks to ~~participate~~be inadded to the blockchain. ~~ecosystems~~· Cash: The physical specie or banknotes of a sovereign country including the U.S. Dollar and other countries that issue Fiat Currency in paper formats. · Chivo: CHIVO, 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), is the official Bitcoin service provider of the Government of El Salvador. The platform facilitates the exchange of Bitcoin and U.S. Dollar between users and their counterparties. The Chivo brand, which is the exclusive property of CHIVO, Sociedad Anonima de Capital Variable, is used across multiple products and services including a mobile wallet (Chivo wallet), integrated ATM (Chivo ATMs) and point-of-sale (“POS”) terminals. · Cold storage: The storage of private keys in any fashion that is disconnected from the internet. Common cold storage examples include offline computers, USB drives, or paper records. · Confirmation: A Bitcoin or similar transaction is considered confirmed when it is included in a new Block in the Blockchain. Each time another Block is appended to the chain, the Transaction is confirmed again.

· Bitcoin: The first system of global, decentralized, scarce, digital money as initially introduced in a white paper titled Bitcoin: A Peer-to-Peer Electronic Cash System by Satoshi Nakamoto. Bitcoin, while having several of the primary attributes of money, is not considered a currency or money in the jurisdictions that the Company operates, with the exception of El Salvador where it is legal tender.3

· ~~Bitcoin ATM~~Crypto: A ~~kiosk~~broad ~~that~~term ~~can~~for beany ~~used~~cryptography-based bymarket, asystem, ~~Customer~~application, toor ~~buy~~decentralized ornetwork. ~~sell~~· Cryptocurrency: Bitcoin and alternative coins, or ~~other~~‘altcoins’. This category of crypto ~~assets~~asset inis designed to work as a medium of exchange, ~~for~~store ~~Cash~~of value, or to power applications and excludes security tokens.

	·	Bitcoin Cash (BCH): A fork of Bitcoin that seeks to add more transaction capacity to the network in order to be useful for everyday transactions. BCH is based on the original Bitcoin blockchain with some distinct differences. A major one is an increased maximum block size of 32MB, compared to just 1MB on Bitcoin. Increased block size allows BCH to process transactions faster than Bitcoin, with lower fees and an increased per-second transaction capacity.
	·	Bitcoin SV: A fork of Bitcoin Cash (BCH), also known as Bitcoin Satoshi’s Vision, that attempts to restore the original Bitcoin protocol to align with Bitcoin inventor Satoshi Nakamoto’s original vision for the blockchain network.

· Block: A grouping of Transactions validated by Miners and disseminated by the Network to servers that maintain the records in a Blockchain. Blocks are added to an existing Blockchain as transactions occur on the network. Miners are rewarded for “mining” a new block.

· Blockchain: A cryptographically secure digital ledger that maintains a record of all transactions that occur on the network and follows a consensus protocol for confirming new blocks to be added to the blockchain.

· Cash: The physical specie or banknotes of a sovereign country including the US Dollar and other countries that issue fiat currency in paper formats. · Chivo: Official Bitcoin platform of El Salvador that supports the use of Bitcoin as legal tender in the country. The platform facilitates the exchange of Bitcoin and US dollar between users and their counterparties. The Chivo brand, which is the exclusive property of the government of El Salvador, is used across multiple products and services including a mobile wallet (Chivo wallet), integrated ATMs (Chivo ATMs) and point-of-sale (“POS”) terminals. · Cold storage: The storage of private keys in any fashion that is disconnected from the internet. Common cold storage examples include offline computers, USB drives, or paper records.

iii

· Confirmation: A Bitcoin or similar transaction is considered confirmed when it is included in a new Block in the Blockchain. Each time another block is appended to the chain, the Transaction is confirmed again. · Crypto: A broad term for any cryptography-based market, system, application, or decentralized network. · Cryptocurrency: Bitcoin and alternative coins, or ‘altcoins’. This category of crypto asset is designed to work as a medium of exchange, store of value, or to power applications and excludes security tokens.

Customer: A retail user of our Bitcoin ATMs or client of one of our other services.

· Customer Buying: When a Customer acquires Bitcoin or another crypto asset in exchange for Cash or a Wire Transfer. In these transactions, the Company is selling Bitcoin or the crypto asset and acquiring Fiat Currency.

· Customer Selling: When a Customer acquires Fiat Currency, via either Cash or a Wire Transfer from the Company, in exchange for Bitcoin or another crypto asset. In these transactions, the Company is acquiring Bitcoin or another crypto asset in exchange for Fiat Currency.

· Crypto Asset or Digital Asset: Bitcoin and alternative digital forms of money, or ‘altcoins’,’ launched after the success of Bitcoin. This category of crypto asset is designed to work as a medium of exchange, or store of value, or to power applications. ~~This~~The term “altcoins” is inclusive of Ethereum, Litecoin, Tether and Bitcoin Cash~~, but not securities~~. ~~In the Company’s marketing documents and website, this would be referred to as “cryptocurrency,” however in this document we refer to this category of digital token as a “crypto asset.”~~ · Ethereum (ETH): A decentralized global computing platform that supports smart contract transactions and peer-to-peer applications, or “Ether,” the native crypto assets on the Ethereum network.

· Fiat Currency: The currency issued by a sovereign government or bloc including the USU.S. Dollar, Argentine Peso, or Euro.

Fork: A fundamental change to the software underlying a blockchain which results in two different blockchains, the original, and the new version. In some instances, the fork results in the creation of a new token.

Hot Wallet: A wallet that is connected to the internet, enabling it to broadcast transactions.

Miner: Individuals or entities who operate a computer or group of computers that add new transactions to blocks, and verify blocks created by other miners. Miners collect transaction fees and are rewarded with new tokens for their services.

Mining: The process by which new blocks are created, and thus new transactions are added to the blockchain.

· Monero: A cryptocurrency focused on privacy, which allows users to send and receive transactions without making this data available to anyone examining its blockchain.

Network: The collection of all Miners and Nodes that use computing power to maintain the ledger and add new blocks to the blockchain. Most networks are decentralized, reducing the risk of a single point of failure.

· Node: A server that maintains a record of the ~~Blockchain~~blockchain and can communicate with other Nodes on the Network to propagate new Transactions. Nodes can also maintain ~~Wallets~~wallets and safeguard Private Keys.

Protocol: A type of algorithm or software that governs how a blockchain operates.

· Public key or private key: Each public address has a corresponding public key and private key that are cryptographically generated. A private key allows the recipient to access any funds belonging to the address, similar to a bank account password. A public key helps validate transactions that are broadcasted to and from the address. Addresses are shortened versions of public keys, which are derived from private keys. · Stable Coin: A Token issued for the purpose of maintaining a constant value relative to a Fiat Currency, most commonly the U.S. Dollar. Examples include Tether, USDC, Dai, BinanceUSD or GUSD. Many of these operate as un-regulated money market fund equivalents. Stable coins are a popular method to transfer funds between exchanges without taking price risk. · Tether (USDt): A blockchain-based cryptocurrency whose tokens in circulation are backed by an equivalent amount of U.S. dollars, making it a stable coin with a price pegged to U.S. Dollar $1.00.

~~· Ripple (XRP): Ripple is the cryptocurrency used by the Ripple payment network. Built for enterprise use, XRP aims to be a fast, cost-efficient cryptocurrency for cross-border payments.~~4

· ~~Siacoin~~Token: ~~Native~~A ~~cryptocurrency~~unit ~~for~~of ~~the~~a ~~Sia~~crypto asset or other instrument secured by and recorded on a blockchain. ~~platform,~~Tokens ~~which~~could ~~serves~~include asthe primary units of a ~~way~~blockchain ~~for~~as ~~customers~~in toEthereum ~~pay~~or ~~hosts~~Bitcoin, ~~for~~or ~~renting~~be ~~storage~~a ~~space.~~separate ~~The~~construct ~~Sia~~whose ~~project~~ownership is ~~meant~~recorded tousing ~~create~~such a ~~distributed,~~blockchain ~~decentralized~~as ~~network~~in ~~for~~an ~~cloud~~ERC-20 ~~data storage~~Token, ~~similar~~whose toownership ~~Dropbox~~might orconvey ~~Google~~any ~~Drive~~number of properties.

· ~~Stable Coin~~Transaction: AThe ~~Token~~transfer ~~issued~~of ~~for~~Bitcoin ~~the~~or ~~purpose~~a ofcrypto ~~maintaining~~asset afrom ~~constant~~one ~~value~~Address ~~relative~~ to aone ~~fiat~~or ~~currency~~more Addresses. ~~Examples~~The ~~include~~Transaction ~~USDC,~~is ~~Tether,~~validated orby ~~GUSD.~~Nodes ~~Many~~and ofMiners ~~these~~according ~~operate~~to asthe ~~un-regulated~~Protocol ~~money~~and ~~market~~specifically ~~fund~~must ~~equivalents.~~be ~~These~~signed ~~have~~using ~~become~~the private key of the sending Address to be included in a ~~popular~~block, ~~method~~whereby it becomes Confirmed. · Wallet: A place to ~~transfer~~store ~~funds~~public ~~between~~and ~~exchanges~~private ~~without~~keys ~~taking~~for ~~price~~crypto ~~risk~~assets. Wallets are typically software, hardware, or paper-based.

· ~~Tether~~Wire Transfer: A ~~blockchain~~permanent inter-~~based~~bank ~~cryptocurrency~~transfer ~~whose~~on ~~tokens~~a national or international settlement system including the Fedwire system in ~~circulation~~the ~~are~~United ~~backed~~States byor anthe ~~equivalent~~SWIFT ~~amount~~international ofsystem ~~U.S.~~but ~~dollars,~~excluding ~~making~~non-permanent itsystems alike ~~stablecoin~~ACH ~~with~~(Automated Clearing House, a ~~price~~computer-based ~~pegged~~network that allows financial institutions to ~~USD~~electronically $1process transactions).~~00.~~

· Token: A unit of a crypto asset or other instrument secured by and recorded on a Blockchain. Tokens could include the primary units of a Blockchain as in Ethereum or Bitcoin, or be a separate construct whose ownership is recorded using such a Blockchain as in an ERC-20 Token, whose ownership might convey any number of properties.5

· Transaction: The transfer of Bitcoin or a crypto asset from one Address to one or more Addresses. The Transaction is validated by Nodes and Miners according to the Protocol and specifically must be signed using the private key of the sending Address to be included in a Block, whereby it becomes Confirmed. · Tron: Tron is a blockchain-based decentralized digital platform with its own cryptocurrency, called Tronix or TRX. It is a platform built specifically for peer-to-peer file sharing with the goal of competing with centralized media tech giants such as YouTube.

· Wallet: A place to store public and private keys for crypto assets. Wallets are typically software, hardware, or paper-based.

· Wire Transfer: A permanent inter-bank transfer on a national or international settlement system including the Fedwire system in the United States or the SWIFT international system but excluding non-permanent systems like ACH.

Prospectus Summary

~~This~~The following summary highlights selected information contained elsewhere in this prospectus. This summary does not contain all the information that you should consider before investing in our common stock. You should carefully read the entire Prospectus, including “Risk Factors”, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the Financial Statements, before making an investment decision. Unless the context suggests otherwise, all references to “Athena”, “we”, “us”, “our”, /or ~~“the~~incorporated ~~Company”~~by ~~refer~~reference toherein ~~Athena Bitcoin Global, a Nevada corporation~~ and ~~all~~does ofnot ~~its~~contain ~~subsidiaries, and~~ all ~~references to “Athena Bitcoin” refer solely to Athena Bitcoin, Inc., a Delaware corporation and a wholly-owned subsidiary~~ of the ~~Company.~~information ~~As used below, Bitcoin with an uppercase “B” is used to describe the system as a whole~~ that is ~~involved~~you ~~in maintaining the ledger of bitcoin ownership and facilitating the transfer of bitcoin among parties. When referring to~~should ~~the~~consider digital asset within the Bitcoin network, bitcoin is written with a lower case “b” (except, of course, at the beginning of sentences or paragraph sections, as below). The name “Athena Bitcoin” and the Athena Bitcoin logo service mark appearing in ~~this~~making ~~prospectus~~your ~~are~~investment ~~the property of Athena Bitcoin, Inc~~decision., aBefore ~~wholly-owned~~investing ~~subsidiary of the Company. Solely for convenience, the trademarks, servicemarks and trade names~~ in ~~this~~our ~~prospectus are referred to without the ® and ™ symbols~~securities, ~~but~~you ~~such references~~ should ~~not~~carefully beread ~~construed~~this asentire ~~any~~prospectus ~~indicator that the owner of such trademarks, servicemarks~~ and ~~trade~~ ~~names will not assert, to~~ the ~~fullest~~information ~~extent~~incorporated ~~under applicable law, their rights thereto. We do not intend the use or display of other companies’ trademarks and trade names to imply a relationship with, or endorsement or sponsorship of us~~ by, ~~any~~reference ~~other companies~~herein.

This summary does not contain all the information that you should consider before investing in our common stock. You should carefully read the entire Prospectus, including “Risk Factors”, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the Financial Statements included herein, before making an investment decision. Unless the context suggests otherwise, all references to “Athena”, “we”, “us”, “our”, or “the Company” refer to Athena Bitcoin Global, a Nevada corporation and all of its consolidated subsidiaries, and all references to “Athena Bitcoin” refer solely to Athena Bitcoin, Inc., a Delaware corporation and a wholly-owned subsidiary of the Company. As used below, Bitcoin with an uppercase “B” is used to describe the system as a whole that is involved in maintaining the ledger of bitcoin ownership and facilitating the transfer of bitcoin among parties. When referring to the crypto asset within the Bitcoin network, bitcoin is written with a lower case “b” (except, of course, at the beginning of sentences or paragraph sections, as below). The name “Athena Bitcoin” and the Athena Bitcoin logo service mark appearing in this prospectus are the property of Athena Bitcoin, Inc., a wholly-owned subsidiary of the Company. Solely for convenience, the trademarks, servicemarks and trade names in this prospectus are referred to without the ^®and ^™symbols, but such references should not be construed as any indicator that the owner of such trademarks, servicemarks and trade names will not assert, to the fullest extent under applicable law, their rights thereto. We do not intend the use or display of other companies’ trademarks and trade names to imply a relationship with, or endorsement or sponsorship of us by, any other companies.

Introduction

We are an early entrant in the crypto asset ~~market~~ market and one of the first U.S. publicly -traded companies using crypto assets and blockchain technologies in our business operations which include a global network of Athena Bitcoin ATMs.

~~Our~~Currently, ~~management~~our ~~has~~trading ~~determined~~volume ~~that~~on itOTC isPink ~~in our~~Tier ~~best~~of ~~interests to become a reporting company under~~ the ~~Securities~~OTC ~~and~~Markets ~~Exchange~~is ~~Act~~limited ~~of 1934 as amended (“Exchange Act”),~~ and ~~endeavor~~ towe ~~establish~~believe athat ~~public~~moving ~~trading~~the ~~market~~quotation ~~for~~of our ~~common~~ stock onto the ~~OTCQB~~OTCQX, or ~~other trading systems. Currently our trading volume is limited and we are subject to~~ the ~~Alternative~~OTCQB ~~Reporting Standard~~ of the OTC ~~Pink~~Markets ~~Market.~~or ~~Our~~listing our ~~management~~common ~~believes~~stock ~~that~~on ~~establishing~~ a ~~public market~~national onsecurities ~~OTCQB~~exchange or ~~another~~automated ~~exchange~~interdealer quotation system: (i) will increase our profile as a leading company in the international operation of Bitcoin ATMs, giving us greater identity and recognition, and (ii) will make it easier for us to attract additional equity capital, which we need to expand our business. There is no assurance that we will accomplish any of the foregoing goals and prospective investors are cautioned to carefully read the risk factors set forth herein prior to making an investment decision. Notwithstanding the above, we have not applied to have our common stock quoted on the OTCQX or OTCQB or for uplisting of our common stock on a national securities exchange or automated interdealer quotation system to date.

Athena Bitcoin connects the world’s
cash to the world of cryptocurrency.

Overview

Athena Bitcoin Global owns and operates a global network of Athena Bitcoin ATMs, ~~which we refer to as our ATMs,~~ that allow our customers to buy or sell ~~Bitcoin~~bitcoin ~~and other major crypto assets~~ in exchange for their local ~~fiat~~Fiat ~~currency~~Currency, such as ~~dollars~~the U.S. ~~or pesos~~Dollar. We are focused on making Bitcoin ~~and other major crypto assets~~ more easily accessible, functional and usable for ~~ordinary~~ people, businesses and ~~small~~other ~~businesses~~organizations. Athena ~~Bitcoin,~~believes ~~blockchains,~~the ~~smart~~great ~~contracts~~promise ~~and~~of ~~crypto assets~~Bitcoin ~~are~~is ~~poised~~the todemocratization ~~transform~~of money. We believe that the ~~international~~traditional ~~financial~~system ~~order~~of money and banking, with ~~however~~its ~~for~~many ~~billions~~layers, ofcosts ~~people~~and inefficiencies, ~~this~~results ~~new~~in ~~financial~~the ~~system~~disenfranchisement isof ~~out~~enormous numbers of individuals and businesses in ~~reach~~the world. ~~They~~According ~~still~~to ~~rely~~the onWorld ~~cash~~Bank, ~~either~~1.4 ~~because~~billion ~~they~~people doin ~~not~~the ~~have~~world aare ~~bank~~unbanked. ~~account~~This oris ~~choose~~typically ~~not~~due to ~~use~~geographic ~~one~~and socio-economic factors. ~~For~~We ~~them~~believe that Bitcoin, aaltcoins, ~~connection~~blockchains ~~between~~and smart contracts are poised to transform the international financial order ~~digital~~by ~~finance~~providing the unbanked and ~~paper~~billions ~~currency~~of isothers ~~necessary~~in the world with a connection to the new global digital financial system.

Bitcoin is a system for decentralized digital value exchange that is designed to enable units of ~~bitcoin~~Bitcoin to be transferred across borders without the need for currency conversion. ~~Bitcoin is not legal tender, except recently in the country of El Salvador.~~ The supply of ~~bitcoin~~Bitcoin is not determined by a central government, but rather by an open-source software program that limits both the total amount of ~~bitcoin~~Bitcoin that will be produced and the rate at which it is released into the network. The responsibility for maintaining the official ledger of who owns what ~~bitcoin~~Bitcoin and for validating new ~~bitcoin~~ Bitcoin transactions is not entrusted to any single central entity. Instead, it is distributed among the network’s participants. As such, crypto assets are transferred entirely online, with no physical coins or bills. Instead of being held at a bank, crypto assets are held in one’s digital wallet, which is an online vault for holding public and private keys for crypto assets. Instead of being transferred through banks, brokers, clearing houses, ~~and~~custodians and payment processors, crypto assets are transferred directly to the recipient online and transactions are recorded on a blockchain or public ledger. This allows for an efficient and fully transparent transfer of funds. The value of each crypto asset is determined by trading among buyers and sellers all over the world. AtAs ~~the~~of ~~end~~June of11, ~~2020~~2025, per coingecko.com, the overall market capitalization of crypto assets reached $~~782~~3.53 ~~billion~~trillion, representing a ~~compounded~~37.12% ~~average~~increase ~~growth rate (CAGR) of~~ over ~~150%~~one ~~since~~year ~~2012~~ago. ~~The~~Also, ~~supply~~as of ~~Bitcoin~~June is11, ~~greater~~2025, ~~than~~per ~~the~~coingecko.com, M1Bitcoin ~~money~~had ~~supplies~~a market capitalization of ~~the~~$2.16 ~~Swiss Franc~~trillion ~~and~~representing ~~the~~61.0% ~~Russian~~of ~~Ruble~~the market. One challenge for Bitcoin and other crypto assets is that they typically cannot be used to pay for ~~things~~ common expenditures like groceries, utility bills, or a house. When someone wants to spend their ~~bitcoin~~Bitcoin, they will generally need to ~~first~~ convert it to their local currency. Crypto asset owners can use crypto exchanges like Coinbase and Kraken and acquire U.S. ~~dollars~~Dollars by selling their crypto asset(s). On Coinbase, Kraken or other crypto ~~asset exchanges~~exchange, users can oftentimes sell their Bitcoin ~~bitcoin~~ or other crypto assets for up to $50,000 U.S. ~~dollars~~ Dollars a day which can be wired or otherwise sent directly to a bank account and typically usable after one or two business days. Crypto exchanges are well suited for larger, planned transactions but can be inconvenient or entirely unsuitable for smaller or more immediate transactional needs or for those who do not have access to institutionalized banking in their country. They also do not offer the level of convenience that bank customers are accustomed to. Most people in the ~~U.S.~~United States use bank ATMs rather than bank tellers to get spending cash due to ~~the~~their ~~added~~ convenience.

ATM Market

According to aEnterprise ~~University~~App ofToday, ~~Florida~~in ~~study,~~an ~~there~~article ~~were~~published ~~over~~on ~~470~~February 28,~~135~~ ~~traditional~~2023 (https://www.enterpriseappstoday.com/stats/atm-statistics.html), there are more than 3.2 million automated teller machines (ATMs) ~~operating~~around inthe world and the ~~United~~global ~~States~~ATM market size grew up to $20 billion in ~~2018~~2020. ~~For~~The ~~Bitcoin~~number ~~owners~~of automated teller machines (ATMs) across the globe remained stable at 41.24 machines per 100,000 ~~our~~people in 2020 while the global ATM market is predicted to reach $28.82 billion by 2026. Our two-way ATMs play a similar role by providing cash conveniently and quickly. ~~Someone~~Individuals that own ~~owns~~ Bitcoin, ~~Ethereum, Litecoin or BCH~~ can visit our two-way ATMs and get up to $2,000 in cash in a single transaction. While our two-way ATMs dispense cash for Bitcoin owners like a typical ATM cash machine does for a bank customer, our ATMs ~~function~~ iscapabilities are more akin to currency exchange booths at international airports. Our ATMs ~~are~~perform ~~performing~~ real-time exchange between ~~major crypto~~Bitcoin ~~assets~~ and ~~local~~Fiat ~~fiat currency including dollars and pesos~~Currency. ~~Instead of exchanging across countries, we exchange between the legacy financial system and a new emerging digital financial system.~~ The majority of our customers use our services to purchase Bitcoin with ~~dollars.~~ ~~Although~~fiat ~~some~~currencies, ofmost ~~our~~commonly ~~ATMs in~~ the ~~United~~U.S. ~~States support dispensing dollars in exchange for Bitcoin, only a small percentage of customers use this service~~Dollar. However, in Central and South America, there is a more even distribution between purchases and sales. ~~Athena Bitcoin~~of ~~ATMs~~crypto ~~enable anyone to quickly buy or sell Bitcoin, Ethereum, Litecoin or BCH in exchange for local paper money~~assets. While our two-way ATMs differ substantially in function from bank ATMs, they provide a similar level of convenience. InOur ~~addition,~~two-way ~~our~~ ATMs benefit from the public’s vast experience using bank ATMs, which ~~greatly~~ contributes to making our two-way ATMs a ~~very~~ user-friendly and familiar method for anyone who wishes to buy or sell Bitcoin.

~~Company Summary~~7

The ~~Company~~Birth ~~is focused on developing, owning and operating a global network~~ of ~~Athena~~ Bitcoin ATMs, which are free standing kiosks that permit customers to buy or sell crypto assets (including Bitcoin, Ethereum, Litecoin and BCH) in exchange for cash (banknotes) issued by sovereign governments and often referred to as fiat currencies. The Company places its machines in convenience stores, shopping centers, and other easily accessible locations. Our network presently includes Athena Bitcoin ATMs in 10 states and 3 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 currency for Bitcoin and other major crypto assets.

2In the earliest days of Bitcoin, most transactions were done in person - often facilitated by websites. These sites matched prospective buyers with sellers and facilitated communications and wallet coordination, allowing them to meet in public places like coffee shops and street corners, and exchange Bitcoin for envelopes of cash. The first Bitcoin ATMs began appearing in 2014. These ATMs were an instant success with retail customers because they offered instantaneous access to Bitcoin in a familiar and safe method.

~~Customers~~According ~~can~~to ~~purchase~~a asCNBC ~~little~~article as(Why ~~$1 of~~ Bitcoin, ATMs ~~but~~are ~~normally~~taking ~~choose~~over ~~between~~malls ~~$100~~ and ~~$1,000~~gas ~~using~~stations ~~Athena~~across ~~Bitcoin ATMs. The typical ATM that~~ the ~~Company operates is about 5-feet tall and features a large touchscreen for customer interaction~~U.S. ~~The~~Published ~~customer~~Tue, ~~typically~~Nov ~~needs~~7, to2023), ~~have~~Bitcoin aATMs ~~wallet~~exploded ~~app~~in onpopularity ~~his~~between ~~smart~~2020 ~~phone to buy~~and ormid-2022, ~~sell~~with ~~crypto~~a ~~assets~~peak ~~on our ATM. In the process~~ of ~~the~~approximately ~~transaction~~34,000 ~~the~~Bitcoin ~~customer~~ATMs ~~will~~located ~~follow~~in the ~~steps~~United ~~prompted~~States onin ~~the screen~~mid-2022. ~~When~~There ~~a customer~~are ismany ~~buying~~operators ~~crypto~~of ~~assets, the machine will prompt the customer to insert cash since our ATMs do not accept debit or credit cards.~~Bitcoin ~~When~~ATM ~~the customer is done~~networks, afrom ~~receipt will print showing exactly how much~~ crypto ~~assets~~businesses ~~have~~to ~~been~~major ~~bought~~corporate and ~~the~~conventional ~~address~~kiosk ~~they~~companies ~~were~~including ~~sent to~~Coinstar.

~~The~~Some ~~Company’s~~Bitcoin ATMs dooffer ~~not~~one-way ~~contain~~exchange, ~~any crypto~~allowing ~~assets~~customers orto ~~keys~~only tobuy crypto assets. ~~The~~Others ~~Company~~offer ~~sells~~two-way ~~Bitcoin~~exchange, ~~Ethereum,~~so ~~Litecoin~~customers ~~and~~can ~~BCH~~buy ~~from~~crypto ~~cloud-based~~assets ~~wallets~~for ~~in each country~~cash, ~~enabling real-time~~or ~~supply~~sell some of their crypto assets toand ~~its~~receive ~~customers~~cash. ~~For~~Athena ~~the~~Bitcoin ~~period~~ATMs ~~ending~~currently ~~September~~serve ~~30,~~clients ~~2021~~with ~~and~~only ~~the~~one ~~fiscal~~crypto ~~years~~asset, ~~ending~~Bitcoin, ~~December~~in ~~31, 2020~~either ~~and~~one-way ~~December~~or two-way 31exchanges, ~~2019,~~depending on the ~~Company’s~~functionality ~~breakdown~~ of ~~volume~~the of ATM ~~transactions per crypto asset is as follows:~~machine.

Crypto Asset	For the Nine Months Ended September 30, 2021	2020	2019
Bitcoin	72,076	100,113	72,061
Ethereum	2,303	913	78
Litecoin	4,794	7,511	11,603
Bitcoin Cash (BCH)	826	1,044	1,403
Total	79,999	109,581	85,145

Bitcoin Adoption

~~The~~Parties ~~Company~~that ~~buys~~want ~~most~~to ofuse ~~its~~their ~~crypto~~bank ~~assets~~accounts ~~through~~to ~~automated~~buy ~~purchases~~Bitcoin oncan ~~crypto~~do ~~exchanges,~~so ~~based~~without onan ~~algorithms~~ATM. ~~the~~These ~~Company~~transactions ~~has~~are ~~developed~~the ~~for~~domain ~~balancing~~of ~~its~~exchanges ~~holdings~~and ~~with~~specialty ~~anticipated~~apps ~~demand. In~~including ~~addition~~services tofrom ~~this~~Coinbase, Gemini, ~~automated~~Binance, ~~buying program~~Kraken, ~~the Company is active in the over-the-counter dealer market~~ and ~~has~~Square. ~~bilateral~~These ~~relationships with~~services ~~several~~generally ~~large~~accept ~~crypto asset trading desks~~U.S. WeDollar ~~replenish~~transfers ~~our~~from ~~supply~~bank ofaccounts ~~Bitcoin, Ethereum, Litecoin~~ and ~~BCH~~do ~~daily~~not asaccept ~~needed, and hold~~physical ~~them~~currency. inThese ~~our~~services ~~wallet~~may toor ~~sell~~may tonot, ~~users~~depending ofon ~~our~~several ~~ATMs.~~factors Onincluding ~~average,~~method ~~we sell our holdings~~ of ~~Bitcoin~~deposit, ~~within~~allow 3the topurchaser ~~5 days~~ of ~~buying~~a ~~it,~~crypto ~~and within~~asset 7on totheir 10platforms ~~days~~to ofimmediately ~~buying~~transfer ~~our~~the ~~Ethereum,~~crypto ~~Litecoin,~~asset ~~and~~into ~~BCH~~their ~~holdings~~own wallet. WeThese ~~strive~~services tocater ~~keep this period short~~ to ~~reduce~~larger ~~the~~purchasers ~~effect~~and investors of ~~changes in~~ crypto assets/U.S. ~~dollar~~Users ~~exchange~~of ~~rates~~exchanges onand ~~our~~specialty ~~business~~apps ~~and~~may touse ~~maximize~~ATMs ~~our~~as ~~working~~a ~~capital.~~convenient Wemethod doto ~~not~~get ~~invest~~spending orcash, ~~have~~similar ~~long~~to ~~term~~how ~~holdings~~bank ofaccount ~~Bitcoin,~~and ~~Ethereum,~~credit ~~Litecoin~~card orholders ~~BCH~~use bank ATMs.

WeBased charge a fee per crypto asset available through Athena Bitcoin ATM, equal to the prevailing price at U.S.- based exchanges plus a mark up that typically ranges between 5% and 20%. 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 mark up. The mark up varies from one crypto asset to another and by location. It is determined by a ~~proprietary~~February 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. By increasing our geographic service area19, ~~including our recent expansion of operations in El Salvador~~2025, wepress ~~aim~~release tofrom ~~make Athena into a global financial services company that can connect the world’s cash to the world of~~ crypto ~~assets~~.com:

	·	Global cryptocurrency owners increased by 13.0% in 2024, rising from 583 million in January 2024 to 659 million in December 2024.

	·	Bitcoin (BTC) owners grew by 13.1%, from 298 million in January 2024 to 337 million in December 2024, accounting for 51.2% of global cryptocurrency owners.

	·	Ethereum (ETH) owners grew by 13.6%, from 125 million in January 2024 to 142 million in December 2024, accounting for 21.7% of global cryptocurrency owners.

We also believe that there could be approximately 300,000 to 1.2 million people invested in BTC via U.S. spot exchange-traded funds (ETFs) in addition to the above estimates.

In the fourth quarter of 2024, PayPal reported significant developments in its cryptocurrency segment. PayPal’s crypto revenue saw a notable increase, with the company enabling U.S. merchants to buy, hold, and sell cryptocurrency directly from their business accounts. This expansion was highlighted by the launch of the PayPal USD (PYUSD) stablecoin in August 2023, further solidifying PayPal’s commitment to integrating crypto into mainstream financial transactions. Venmo, under PayPal, also expanded its crypto capabilities, allowing users to transfer cryptocurrency to friends and family as well as to other wallets and exchanges within the crypto ecosystem.

This information underscores PayPal and Venmo’s strategy to enhance the utility and accessibility of cryptocurrencies, aiming to drive further adoption both in the U.S. and globally. We believe that one of the main catalysts behind BTC’s adoption growth was the interest from institutions and then-President-elect Donald Trump’s pro-crypto policies during the 2024 U.S. presidential election.

On April 24, 2025, PayPal announced an expansion of their partnership with Coinbase Global, Inc. to increase the adoption, distribution, and utilization of the PYUSD stablecoin.

According to a May 19, 2025 press release by Crypto.com, the total number of global cryptocurrency owners reached 700 million in April 2025, marking a 163% Compound Annual Growth Rate (CAGR) over the past five years.

The total number of global crypto owners was 65 million in May 2020, increasing by nearly 650 million since. The growth indicates a massive shift towards cryptocurrency adoption on a wider scale.

We believe the trends shown in the table above are due in part to an increase in companies and online service providers that are helping to make Bitcoin and other crypto assets more widely and easily usable. This trend is also correlated with the increase in the price of Bitcoin and significant events that have occurred in the crypto economy. Given the infancy of the new digital global financial system, there has been significant variability of price since the inception of Bitcoin. There has also been negative press events, such as the FTX bankruptcy and Terra (LUNA), that have caused fluctuations in the price of Bitcoin and in Bitcoin’s global adoption. These negative events played a significant role in the reduction of the Global Index Score from Q4 2021 to Q4 2022. However, despite the variability of the price and these negative events, the Global Index Score has increased significantly since Q3 2020 and prior. We believe that this demonstrates the durability of the new digital global financial system, and the Company is optimistic that as worldwide adoption continues, the variability of the price and the frequency of these negative events will decrease.

While the COVID-19 pandemic detrimentally impacted the world economy overall and aspects of our business operations, we also believe that the COVID-19 pandemic demonstrated the benefits of crypto assets to the world. Christine Zhenwei Qiang, Global Director for Digital Development Global Practice for the World Bank, said in 2022, that “the COVID-19 pandemic has highlighted the fundamental role that digital infrastructure can play in rapidly delivering services and social assistance to people. Integration of digital ID, digital payments, and trusted data sharing platforms is critical for serving the poor at scale and connecting communities to opportunities.”

We believe that the use of Bitcoin ATMs will continue to rise as the Bitcoin and crypto industry and its many interconnected service providers expand.

Corporate History and Other Information

The Company was incorporated in the state of ~~Nevada~~ Nevada in 1991 under the name “GamePlan, Inc.” for the sole purpose of merging with Sunbeam Solar, Inc., a Utah corporation, ~~which~~ which merger occurred as of December 31, 1991 with GamePlan, Inc. as a sole surviving entity. The Company was involved in various businesses, including, gaming and other consulting services, prior to becoming a company seeking acquisitions (a “shell company” as defined in Rule 405 of the Securities Act of 1933, as amended (the “Securities Act”)). The Company was a reporting issuer under the Securities ~~and~~ Exchange Act of 1934, as amended (the “Exchange Act”) from 1999 until 2015 when it filed a Form 15 pursuant to Rule 12g-4(a)(1) with the Commission and ceased to be a reporting company.

On January 14, 2020, the Company entered into a a Share Exchange Agreement (the “Exchange Agreement”), by and among the Company, Athena Bitcoin, Inc., a Delaware corporation (“Athena Bitcoin”) incorporated in 2015, and certain shareholders of Athena Bitcoin. The Agreement provides for the reorganization of Athena Bitcoin, with and into the Company, resulting in Athena Bitcoin becoming a wholly-owned subsidiary of the Company. The agreement was is for the exchange of 100% ~~shares~~ of the outstanding shares of common stock of Athena Bitcoin, for 3,593,644,680 shares of ~~GamePlan,~~the ~~Inc.~~ Company’s common stock (an exchange rate of 1,244.69 shares of common stock of ~~GamePlan,~~the ~~Inc.~~Company for each share of Athena Bitcoin common stock). The closing of the transaction occurred as of January 30, 2020. Subsequently, in May, 2020, the Company filed its amended and restated articles of incorporation authorizing a total of 4,409,605,000 shares of common stock.

The Company approved ~~the~~a name change from “GamePlan, Inc.” to “Athena Bitcoin Global” on March 10, 2021 by the unanimous consent of its Board of Directors and a majority consent of its shareholders. The Company filed an amendment to its Articles of Incorporation with the Secretary of State of the state of Nevada on April 6, 2021, with the effective date of April 15, 2021. The Company’s name change and the trading symbol change (to “ABIT” ) was declared effective by FINRA on the OTC Pink Market as of June 9, 2021.

3In January 2023, the Company filed its Second Amended and Restated Articles of Incorporation authorizing a total of 10,000,000,000 shares of common stock and 5,000,000,000 shares of preferred stock, par value $0.001 per share.

~~The~~Our ~~Company,~~business ~~Athena~~operations ~~Bitcoin~~are ~~Global,~~conducted isby ~~a Nevada corporation which owns 100% of~~ our ~~operating~~ subsidiary, Athena Bitcoin, Inc., a Delaware corporation. ~~Our domestic business operations are conducted by Athena Bitcoin, Inc.~~ We have operating subsidiaries in the specific countries where we operate, as more fully ~~described~~ indescribed ~~the following~~below:

~~(1)~~OPERATING ~~Athena Bitcoin Inc. owns 99% of~~SUBSIDIARIES ~~Athena Holdings El Salvador SA de CV and Eric Gravengaard holds 1% on behalf of the Company.~~CHART

(2) Athena Bitcoin Inc. beneficially owns and controls Athena Holdings SAS which is nominally owned by Eric Gravengaard 95% and Matias Goldenhörn 5%.

⁽¹⁾	Athena Bitcoin, Inc. owns 99% of Athena Holdings El Salvador S.A. de C.V. and Eric Gravengaard, our former Chief Executive Officer and Chief Financial Officer, holds 1% on behalf of the Company.

⁽²⁾	Athena Bitcoin, Inc. beneficially owns and controls Athena Holdings Colombia SAS which is nominally owned by Eric Gravengaard 95% and Matias Goldenhörn 5% (our current Chief Executive Officer).

~~(3) Athena Bitcoin Inc. beneficially owns and controls Athena Holding Company SRL which is nominally owned by Eric Gravengaard 45%, Gilbert Valentine 45%, and Matias Goldenhörn~~ 10%.

(4) Athena Bitcoin Inc. owns 2,999 Shares of Athena Bitcoin SRL de CV and Eric Gravengaard owns 1 Share on behalf of the Company.


⁽³⁾	Athena Bitcoin, Inc. beneficially owns and controls Athena Holding Company SRL which is nominally owned by Eric Gravengaard 45%, Gilbert Valentine 45%, and Matias Goldenhörn 10%.

⁽⁴⁾	Athena Bitcoin, Inc. owns 2,999 Shares of Athena Bitcoin S de C.V. and Matias Goldenhörn owns 1 Share on behalf of the Company.

⁽⁵⁾	Athena Bitcoin, Inc. is the only member of Athena Holdings of PR, LLC.

⁽⁶⁾	Athena Bitcoin, Inc. owns 100% of Athena Business Holdings Panama S.A.

Our corporate office is located at ~~1332~~1 NSE ~~Halsted~~3rd ~~St.,~~Avenue Suite ~~403~~2740, ~~Chicago~~Miami, ILFlorida ~~60642~~33131, and our telephone number is 312-690-4466. Our website is www.athenabitcoin.com. The ~~information~~ information on, or that can be accessed through, our website is not part of this prospectus and is not incorporated by reference herein.

Industry Summary

The Company is an active participant in the operation of Bitcoin ATMs in the ~~U.S.~~United States and Latin America. More broadly we operate in the market of retail sales of ~~bitcoin~~crypto ~~facilitating~~assets, ~~small purchases~~where ofwe ~~Bitcoin,~~facilitate ~~Ethereum,~~small ~~Litecoin,~~purchases ~~and~~of ~~BCH~~Bitcoin. There are ~~many~~multiple ~~ways~~avenues that retail consumers, individuals purchasing small amounts from one dollar to a few thousand dollars’ worth, can purchase or dispose of crypto assets.

~~The~~Company ~~Birth of Bitcoin ATMs~~Summary

InAthena ~~the earliest days of~~ Bitcoin, most transactions were done in person - often facilitated by websites. These sites matched prospective buyers with sellers and facilitated communications and wallet coordination, allowing them to meet in public places like coffee shops and street corners, and exchange bitcoin for envelopes of cash. The first Bitcoin ATMs began appearing in 2014. These ATMs were an instant hit with retail customers who were accustomed to in-person transactions because they offered instantaneous access to bitcoin in a familiar and safe method.

~~According~~The toCompany ~~Reuters~~is infocused aon ~~March~~developing, ~~2021~~owning ~~article~~and ~~titled~~operating “a global network of Athena Bitcoin ATMs, which are ~~coming~~free standing kiosks that permit customers to aeither ~~gas~~buy ~~station~~or ~~near~~sell ~~you~~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. Through July 19, 2023, the ~~industry~~Company ~~has~~transacted ~~grown~~in ~~from~~various acrypto ~~handful~~assets ofincluding ~~machines~~Bitcoin, ~~operated~~Litecoin, byEthereum, ~~hobbyists~~Bitcoin Cash and Tether; however, tosince ~~more~~July ~~than~~19, 152023,~~000~~ ~~kiosks~~the ~~worldwide~~Company ~~primarily~~has ~~operated~~focused byexclusively ~~increasingly~~on ~~larger~~Bitcoin. ~~organizations~~The Company places its ATMs in convenience stores, shopping centers, and other easily accessible locations. ~~There~~Our ~~are~~network ~~many~~presently ~~operators~~includes ATMs in thirty-four U.S. states, the territory of ~~Bitcoin~~Puerto ~~ATM~~Rico and ~~networks,~~4 ~~from~~countries ~~crypto~~in ~~businesses~~Central and South America. We seek to ~~major~~expand ~~corporate~~our network in the U.S. and ~~conventional~~globally, ~~kiosk~~and ~~companies~~to ~~including~~further ~~Coinstar~~develop Athena Bitcoin as a trusted and preferred brand for parties seeking to exchange fiat currency for Bitcoin.

~~Some~~Customers can purchase as little as $1 of Bitcoin but normally choose between $100 and $1,000 using Athena Bitcoin ATMs. ~~offer~~The ~~one~~typical ATM that the Company operates is about 5-~~way~~feet ~~exchange,~~tall ~~allowing~~and ~~customers~~features toa ~~only~~large ~~buy~~touchscreen ~~crypto~~for ~~assets~~customer interaction. ~~Others~~The ~~offer~~customer ~~two-way~~typically ~~exchange,~~needs soto ~~customers~~have ~~can~~a ~~buy~~wallet ~~crypto~~application ~~assets~~on ~~for~~their ~~cash,~~smart phone to buy or sell ~~some of~~Bitcoin ~~their~~on ~~crypto~~our ~~assets~~ATM. ~~and~~To ~~receive~~initiate ~~cash.~~the ~~Athena~~transaction, ~~Bitcoin~~the ~~ATMs,~~customer ~~serve~~will ~~clients~~follow ~~with~~the steps prompted on the ~~following~~screen. ~~types~~When ofa ~~crypto~~customer is ~~assets:~~buying Bitcoin, ~~Ethereum, Litecoin,~~the ~~and~~machine ~~BCH~~will inrequire ~~either~~the ~~one-way~~customer to insert paper Fiat Currency since our ATMs do not accept debit or ~~two-way~~credit ~~exchanges~~cards. When the transaction is complete, ~~depending~~a onreceipt ~~the~~will ~~functionality~~print ofshowing ~~each~~exactly ~~ATM~~how ~~machine~~many crypto assets have been bought and the receiving address.

~~Bitcoin Exchanges~~11

~~Parties~~The ~~that~~Company’s ~~want~~ATMs todo ~~use~~not ~~their~~contain ~~bank~~the ~~accounts to~~crypto ~~buy~~asset’s ~~Bitcoin~~private ~~can~~key. doThe soCompany ~~without~~sells anBitcoin ~~ATM.~~from ~~These~~cloud-based ~~transactions~~wallets ~~are~~in ~~the~~each ~~domain~~country, ofenabling ~~exchanges~~real-time ~~and~~supply ~~specialty~~of ~~apps~~crypto ~~including services from Coinbase,~~assets ~~Gemini,~~to ~~Kraken,~~its ~~and Square~~customers. ~~These~~For ~~services~~the ~~generally~~three ~~accept~~months ~~U.S.~~ended ~~dollar~~March ~~transfers~~31, ~~from~~2025 ~~bank accounts~~ and dothe ~~not~~twelve ~~accept~~months ~~physical~~ended ~~currency. These~~December ~~services~~31, ~~may or may not~~2024, ~~depending~~and ~~on several factors including method of deposit~~2023, ~~allow~~ the ~~purchaser~~Company’s breakdown of avolume ~~crypto~~of ~~asset~~ATM ontransactions ~~their platforms~~per ~~to immediately transfer the~~ crypto asset ~~into~~was ~~their own wallet. These services cater to larger purchasers and investors in crypto assets. Users of exchanges may use ATMs~~ as ~~a convenient method to get spending cash, similar to how bank account and credit card holders use bank ATMs.~~follows:

~~The~~VOLUME ~~growth~~OF ofATM ~~businesses~~TRANSACTIONS ~~and~~PER ~~services~~CRYPTO that accept Bitcoin and make it more functional is contributing to increasing Bitcoin usage. In October of 2020, PayPal and Venmo announced they will accept Bitcoin, thus enabling PayPal and Venmo customers to use their Bitcoin to make online purchases and online payments. In 2020 and 2021, with little promotion and advertising, we have experienced a significant increase in transaction volumes and average transaction sizes (see “Management’s Discussion and Analysis of Financial Condition and Results of Operations”). We believe this trend is due in part to an increase in companies and online service providers that are helping to make Bitcoin more widely and easily usable. We believe that the use of Bitcoin ATMs will continue to rise as the Bitcoin and crypto industry and its many interconnected service providers expand.ASSET

Crypto Asset	For the Three Months Ended March 31, 2025	For the Twelve Months Ended December 31, 2024	For the Twelve Months Ended December 31, 2023
Bitcoin	62,326	185,789	99,265
Ethereum (1)	–	-	300
Litecoin (1)	–	-	861
Bitcoin Cash (1)	–	-	69
Total	62,326	185,789	100,495

(1)

The Company stopped transacting in Ethereum, Litecoin and Bitcoin Cash in its ATMs on July 19, 2023

The Company buys most of its crypto assets through automated purchases on crypto exchanges (most commonly Kraken) 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 22%. 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, 2025 and the twelve months ended December 31, 2024 and 2023, the average markup by crypto asset sold for each period was as follows:

AVERAGE MARKUP BY CRYPTO ASSET SOLD

Crypto Asset	For the Three Months Ended March 31, 2025	For the Twelve Months Ended December 31, 2024	For the Twelve Months Ended December 31, 2023
Bitcoin	20%	22%	22%
Ethereum (1)	–	-	23%
Litecoin (1)	–	-	22%
Bitcoin Cash (1)	–	-	20%
Total (Average)	20%	22%	22%

(1)

The Company stopped transacting in Ethereum, Litecoin and Bitcoin Cash in its ATMs on July 19, 2023.

Athena Plus

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 done through the phone 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 per Bitcoin available, equal to the prevailing price at U.S.-based exchanges plus a markup.

White-label Service

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 which went into effect in September 2021 and made Bitcoin legal tender in El Salvador. 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 (see also “Business”). 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 is 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 mandatory 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 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.

This white-label service is comprised of installing and operating a fixed number of ATMs for Chivo. Our services provide Company owned ATMs to Chivo, which we operate on their behalf. These ATMs are located in El Salvador and in their consulates and other locations in the United States. In the U.S., the Company operated a total of 45 ATMS in service for Chivo and 3,080 Athena Bitcoin branded machines as of March 31, 2025. Our responsibilities operating the ATMs include ensuring that the ATMs have sufficient cash, performing repairs and maintenance, loading and unloading cash, setting up the network connections, and software upgrades, as necessary. We charge a separate monthly fixed fee to operate the ATM. We also charge a separate fixed fee for installation of the ATM as determined by an applicable contract. The fixed fees provided in the contract are not the same for each ATM and depend on the location of the ATM. The Company does not sell crypto assets to the users of the machine, as the crypto assets are the property of the Government of El Salvador. The Company developed the Chivo Ecosystem and Chivo Website, which acts as El Salvador’s Bitcoin ecosystem (i.e., Bitcoin digital wallet and platform). The development of the Chivo Ecosystem and Website was completed in 2021. The Company continued to provide support services to Chivo during fiscal year 2022 to assist with the Chivo Ecosystem, as necessary. Since the initial installation of the agreed upon ATMs, the Company only provides on-going support services for these ATMs. The Company has not installed any new white-label ATMs in fiscal years 2022, 2023, or 2024, or during 2025 to date. The Company provided no services related to the Chivo ecosystem in fiscal years 2023 or 2024, or during 2025 to date.

Ancillary

The Company engages in ancillary services to customers 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 crypto ecosystems. In 2021, the Company agreed to develop and support the Chivo Ecosystem for the El Salvadoran government. The Chivo Ecosystem acts as the interface to El Salvador’s Bitcoin Digital Wallet and Website for El Salvador and its users. The Company’s contract to develop the Chivo Ecosystem ended December 31, 2021. The Company continued to provide support services to the El Salvadoran government during fiscal year 2022 to assist with the Chivo Ecosystem, as necessary. The Company provided no services related to POS terminals and/or developing crypto ecosystems to Chivo during the three months ended March 31, 2025 or for fiscal years 2023 or 2024.

Competitive Strengths

We are focused on strategically placing our ATMs in optimal locations that maximize both current income and future potential. Our ATMs are in urban, suburban, and rural locations. Our site selection criteria and metrics are a closely guarded proprietary aspect of our business. In placing our ATMs, we employ a data driven strategy based on a multitude of factors. In addition to data metrics, our placement strategy includes analysis of immediate trends, as we are in a dynamic business where usage is widening dramatically and often in unpredicted ways. Each location is chosen to complement the rest of the fleet and offer customers of diverse backgrounds access to convenient crypto assets transactions.

We are constantly working to improve our operational efficiency. Our ATMs serve as remote tellers that connect individuals to our cloud-based transaction operations. We utilize proprietary systems and methods of managing our currency transaction operations. Our founders and executives are well-versed in high-frequency trading and were some of the first to electronically trade Bitcoin on multiple exchanges simultaneously. The objective of our purchasing algorithms is to frequently re-balance our crypto holdings to meet the dynamic demand of our many customers while minimizing risk of crypto asset rate fluctuations. Over-buying of Bitcoin can result in inefficiencies and exposure to price fluctuations while under-buying may temporarily prevent us from selling Bitcoin at our ATMs. We strive to improve the efficiency of our currency transaction operations to maximize our profits, manage risk and facilitate growth.

Our ATMs permit users to obtain Bitcoin directly in their personal bitcoin wallet, which allows users to have full control of their crypto assets. Other payment providers often utilize a centralized system where the users, while able to make payments in crypto for everyday expenditures, do not have control of their crypto wallet due to not controlling the private keys to their crypto assets. We believe that this is contrary to many user’s preferences, which is part of a transparent de-centralized digital financial system.

Business Strategies

We seek to grow and distinguish Athena Bitcoin services based on our method of location selection, our global expansion, operational efficiencies, and our authenticity as a crypto industry forerunner with respect to Bitcoin ATMs.

Our strategy is to become a global financial services company that can connect the world’s cash to the world of Bitcoin. We ~~are~~have anspent ~~efficient~~years ~~operator~~learning how to expand our business across borders. We believe that we have assembled the people, processes, and technologies to enable us to continue to grow our global footprint that we believe is unmatched by our competition.

WeAccording ~~are~~to ~~focused on placing our ATMs in optimal locations that maximize both current income and future potential~~database.earth ~~Our~~report ~~ATMs~~for ~~are in urban~~2024, ~~suburban, and rural locations. Our site selection~~the ~~criteria~~median ~~and~~age ~~metrics~~of ~~are~~the apopulation ~~closely~~in ~~guarded~~the ~~proprietary~~United ~~aspect~~States ofis ~~our business~~38.3 ~~In placing our ATMs, we employ a data driven strategy based on factors we have learned over the~~ years. In ~~addition~~Latin toAmerica ~~data~~and ~~metrics,~~the ~~our placement strategy includes analysis of immediate trends~~Caribbean, as weit ~~are in a dynamic business where usage~~ is ~~widening dramatically and often in unpredicted ways~~31.3 ~~Each~~years ~~location~~according ~~is chosen~~ to ~~complement~~database.earth ~~the~~and ~~rest~~Africa ofhas ~~the~~a ~~fleet~~median ~~and~~age ~~offer customers~~ of ~~diverse~~only ~~backgrounds~~19.2 ~~access~~years, toas ~~convenient~~reported ~~crypto~~by ~~assets transactions~~statista.com.

We are constantly improving our operational efficiency. Our ATMs serve as remote tellers that connect to our centralized cloud-based crypto trading operation. We have proprietary systems and methods of managing our currency exchange operation. Our founders have a deep understanding of high-frequency trading and were some of the first to electronically trade Bitcoin on multiple exchanges simultaneously. The objective of our purchasing algorithms is to frequently re-balance our crypto holdings to meet the dynamic demand of our many customers. Over-buying of any crypto asset can result in inefficiency and currency risk, while under-buying may temporarily prevent us from selling crypto assets at our ATMs. We strive to improve the efficiency of our currency exchange operations to maximize our profits, manage risk and facilitate growth.14

WeAs the youth digital generation accumulate their wealth, they are afar ~~global~~more ~~business~~likely to embrace crypto assets than the predecessor generations. According to the joint Finra-CFA Institute report dated May 2023, 55% of US-based Generation Z investors and 57% of US-based Millennial investors currently invest in crypto, which is significantly higher than prior generations.

WeAs ~~placed our first ATM outside the U.S. in Mexico in 2017. According to the CIA World Factbook, the median age in the United States is 38. In South America it is 31, and Africa has~~ a ~~median age of only 18. As the digital generation accumulate their wealth~~result, ~~they~~we ~~are~~believe ~~far~~that ~~more likely to embrace crypto assets than their predecessors.~~ Bitcoin is poised to quickly become a part of the lives of a huge percentage of the developing world’s population. ~~This~~ We project that this “global south” offers a large green field expansion opportunity for us because it combines high usage of physical currency with low median age and reduced access to quality banking and the legacy global financial system.

OnSee ~~June~~table 8,below ~~2021,~~for Elour ~~Salvador~~ATM ~~became~~breakdown ~~the first and remains the only country to officially adopt the cryptocurrency as legal tender when its congress passed the Bitcoin Law proposed~~ by ~~President Nayib Bukele. On September 7, 2021, the Bitcoin Law was implemented and Bitcoin became legal tender in El Salvador, alongside the U.S. dollar, the~~ country~~’s other official currency. Under the new law~~, ~~Salvadorans can pay taxes in Bitcoin and businesses are~~ ~~obliged to accept Bitcoin~~ as ~~payment for goods and services, in addition to the U.S. dollar. Given that more than 70%~~ of ~~the~~March ~~adult population of El Salvador does not have access to the traditional banking system~~31, ~~the government of El Salvador believes that Bitcoin will greatly help the unbanked get access to electronic payments~~2025.

~~The~~NUMBER ~~Company~~OF began working with the government of El Salvador in late June 2021 to support the implementation of its Bitcoin Law. In August 2021, we entered into certain agreements for services to be rendered by the Company to the Department of Treasury (Ministerio De Hacienda) of El Salvador, pursuant to which we have installed and are operating 200 Chivo Bitcoin ATMs inBY El Salvador, 10 Chivo Bitcoin ATMs at El Salvador consulates in the U.S., 45 Chivo Bitcoin ATMs in other U.S. locations, and importing and delivering 950 Chivo point-of-sale (“POS”) terminals for local businesses in El Salvador to transact with Bitcoin. As of December 31, 2021, all Chivo Bitcoin ATMs are installed and operational and all 950 point-of-sale terminals have been delivered and subsequently distributed to end-users as per above. The Company is responsible for maintaining the existing software infrastructure supporting the operation of the ATMs, the hardware maintenance of the ATM, cash logistics and customer support. Currently, there are no on-going obligations with respect to the POS terminals.COUNTRY

In addition, we will also develop and maintain a Bitcoin platform (Chivo Ecosystem) designed to support the Chivo digital wallet. The Company was obligated to provide the software for the Chivo digital wallet, comprising both the software that runs on mobile smartphones, which we refer to as the App, and the software that runs on servers, which together comprise the Chivo Digital Wallet. The Chivo Digital Wallet has the following functions: (i) storing and displaying USD and Bitcoin balances; (ii) sending and receiving USD and Bitcoin between users of the Chivo digital wallet and (iii) sending and receiving Bitcoin using on-chain and Lightning Network transaction.

Country	Number of Athena Bitcoin ATMs (as of March 31, 2025)		Type of Fiat Currency
Country	Total	Two-Way	Type of Fiat Currency
United States	3,080*	-	U.S. Dollar
El Salvador	15*	15*	U.S. Dollar
Argentina	12	12	Argentine peso
Colombia	17	17	Colombian peso
Mexico	2	2	Mexican peso
TOTAL	3,126	46

5*Excludes Chivo-branded ATMs which the Company operates on behalf of the Government of El Salvador for Chivo as white-label service.

The ~~delivery~~Company ofis ~~the~~actively ~~software~~working ~~was~~to ~~initially~~expand ~~completed~~its ongeographic ~~September~~presence 7,throughout ~~2021~~the world, ~~with~~in ~~subsequent~~particular ~~improvements~~in ~~delivered~~Latin ~~continuously~~America, ~~throughout~~by ~~the~~expanding ~~quarter.~~our ~~The~~global ~~usage~~Bitcoin ofATMs ~~the software~~ and ~~the~~discussing ~~operation~~with potential ofpartners the ~~Chivo~~service ~~Wallet~~offerings isthat ~~done~~we byare ~~Chivo~~able ~~S.A.~~to deprovide ~~C.V.,~~as ~~a government-controlled entity. Through~~ the ~~period~~world ~~ended~~continues ~~September~~to ~~30,~~adopt ~~2021,~~ the ~~Company booked~~new ~~expenses~~digital ~~related~~financial tosystem. ~~the~~By ~~Chivo~~increasing our ~~Ecosystem~~geographic inservice ~~the amount of $121~~area,~~000.~~ ~~The~~including ~~government~~our ofexpansion ~~El Salvador discontinued use~~ of ~~the~~operations ~~platform on~~in orEl ~~about December 15~~Salvador, ~~2021,~~we ~~but~~aim ~~has~~to ~~not~~make ~~terminated~~Athena ~~its~~into ~~contract~~a ~~with~~global ~~the~~financial ~~Company while the Company assists the government’s secondary~~services ~~provider.~~company ~~However, the government of El Salvador has indicated~~ that itcan ~~may~~connect ~~resume utilizing~~ the ~~Company~~world’s ~~software,~~cash ~~and therefore our estimation of anticipated costs related~~ to the ~~development~~world of ~~the~~crypto ~~Chivo Ecosystem platform are uncertain~~assets.

~~The~~Also, ~~government~~the ofCompany Elhas ~~Salvador~~developed ~~owns~~and ~~the~~has ~~software~~started ~~(which~~rolling weout ~~refer~~the toAthena asBitcoin ~~the~~Affiliates ~~“IP~~Program ~~Software”)~~which ~~and~~provides ~~the~~Bitcoin ~~Company~~ATM ~~has~~operators with a ~~perpetual~~turnkey solution, ~~royalty~~offering industry-~~free~~leading software, ~~license~~compliance ~~under~~support, ~~its~~cash ~~Master~~management, ~~Services~~and ~~Agreement~~marketing services to streamline operations and maximize profitability. This turnkey solution is for participating independent Bitcoin ATM operators (“Affiliates”) who will be able to ~~market~~leverage the IPCompany’s established ~~Software~~platform ~~elsewhere~~and services to manage their own Bitcoin ATMs more efficiently. The material terms of the program include:

~~Subsequent~~· toServices ~~executing~~Offered: ~~the~~Affiliates ~~Master~~receive ~~Services~~access ~~Agreement, the~~to ~~Company~~our ~~implemented~~proprietary ~~branding~~ATM ofsoftware ~~its~~platform ~~“Athena~~(including ~~Ruru”~~regular ~~suite~~updates ofand ~~services~~maintenance), ~~with~~compliance support (such ~~brand~~as ~~comprising~~anti-money oflaundering ~~the~~(AML) ~~three~~and ~~services~~ “know your customer” (KYC) procedures developed by the Company), ~~offers:~~cash ~~Bitcoin~~management ~~ATMs,~~guidance ~~POS~~(e.g. ~~terminals~~armored transport coordination and ~~merchant~~vaulting services), and ~~the~~marketing ~~wallet~~support ~~solution~~to help drive customer traffic to their ATMs. · Fee Structure: Affiliates are charged a monthly service fee, ~~based~~or onthey participate in a revenue share arrangement (a percentage of transaction revenues) with the ~~App~~Company in exchange for the above services. ToThe ~~date~~exact terms may vary by affiliate contract, but generally the Company ~~has~~’s ~~not~~compensation ~~completed~~is tied to the ~~sale~~affiliate’s transaction volume (revenue-sharing) and/or fixed fees for software licensing and support. · Affiliate Obligations: Affiliates retain ownership of atheir ~~license~~ATMs but are required to ~~its~~adhere ~~bitcoin~~to ~~platform~~our operational standards and compliance protocols. For example, ~~marketed~~Affiliates ~~under~~must implement the ~~Athena~~KYC/AML ~~Ruru~~processes ~~brand,~~we toprovide ~~any~~and ~~other~~maintain ~~person,~~their ~~including without~~machines ~~limitation~~in ~~any~~accordance ~~government~~with ~~entity~~the orCompany’s ~~bank~~guidelines. This ensures a consistent and secure experience across the extended network of ATMs.

~~The Company’s El Salvador Contracts have the following ongoing obligations:~~15

~~Services~~· ~~Contract~~Future ~~Length~~Milestones: ~~Maintenance~~The ofAffiliates ~~software~~Program Onwas launched in late 2024 (pilot phase) and it is expected to be rolled out by mid-~~going~~year ~~during~~2025. A near-term ofmilestone ~~Master~~is ~~Services~~to ~~Agreement~~onboard ~~Maintenance~~additional ATM operators in key markets throughout 2025, which we believe will increase transaction volume and ~~operations~~expand our brand presence without requiring significant capital expenditure by the Company. Our goal is to have a certain number of ~~Bitcoin~~affiliate-operated ATMs ~~On-going~~live ~~during~~by ~~term~~the end of ~~Master~~2025. ~~Services~~We ~~Agreement~~also state that the program’s progress will be evaluated by metrics such as the number of affiliate ATMs deployed, and the incremental revenue generated for the Company. No assurances can be made that we will be successful in achieving our goals with respect to future milestones.

See also Business – Operations in El Salvador- Material Contracts on page 60.

Our strategy is to become a global financial services company that can connect the world’s cash to the world of Bitcoin, Ethereum, Litecoin, and BCH. We have spent years learning how to expand our business across borders. We have assembled the people, processes, and technologies to enable us to continue to grow our global footprint we believe is unmatched by our competition.

Competitive Strengths

When comparing Bitcoin ATMs to other methods of transacting, the primary advantage of an ATM is its ability to complete a transaction from payment to delivery of crypto assets quickly. In the context of a purchase transaction, our ATM only accept physical currency, which is an immediate and permanent form of payment, and which facilitates the immediate delivery of crypto assets, also an immediate and permanent form of transaction. Apps and services that rely on ACH or other bank mechanisms for the delivery of fiat currency in a transaction often cannot deliver the crypto asset quickly because the funding mechanism is neither immediate nor permanent.

Risk Factors Associated with Our Business

Investing in our shares of common stock involves significant risks. You should carefully consider the risks described in “Risk Factors” before deciding to invest in our shares. If we are unable to successfully address these risks and challenges, our business, financial condition, results of operations, or prospects could be materially adversely affected. In any of such cases, the trading price of our common stock would likely decline, and you may lose all or part of your investment. Below is a summary of some of the risks we face and refer to Risk Factors, starting on page 21, for a detailed description of the risks.

· Our shares are subject to liquidity risks. · Our business is in a relatively new consumer product segment, which is difficult to forecast. · Our operating results may fluctuate due to the highly volatile nature of crypto.

· A majority of our net revenue is derived from transactions in Bitcoin. If demand for crypto assets declines, our business, operating results, and financial condition could be adversely affected. · The future development and growth of crypto is subject to a variety of factors that are difficult to predict and evaluate. If crypto does not grow as we expect, our business, operating results, and financial condition could be adversely affected. · Cyberattacks and security breaches of our platform, or those impacting our customers or third parties, could adversely impact our brand and reputation and our business, operating results, and financial condition.

· We are 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. · As we continue to expand and localize our international activities, our obligations to comply with the laws, rules, regulations, and policies of a variety of jurisdictions will increase and we may be subject to investigations and enforcement actions by regulators and governmental authorities. · We currently rely on third-party service providers for certain aspects of our operations, and any interruptions in services provided by these third parties may impair our ability to support our customers. · Loss of a critical banking relationship could adversely impact our business, operating results, and financial condition. · Any significant disruption in our products and services, in our information technology systems, or in any of the blockchain networks we support, could result in a loss of customers or funds and adversely impact our brand and reputation and business, operating results, and financial condition. · The loss or destruction of private keys required to access any crypto assets held for our business transactions with our customers 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 crypto assets, it could cause adversely impact our business operations, operating results, regulatory scrutiny, reputational harm, and other losses. · None of our stockholders are party to any contractual lock-up agreement or other contractual restrictions on transfer. Following the registration of our shares, the sales or distribution of substantial amounts of our common stock, or the perception that such sales or distributions might occur, could cause the market price of our common stock to decline.

Impact from COVID-19

We are responding to the global outbreak of COVID-19 by taking steps to mitigate the potential risks to us posed by its spread and the impact of the restrictions put in place by governments to protect the population. Our employees and service providers have transitioned to work-from-home. This subjects us to heightened operational risks. For example, technologies in our employees’ and service providers’ homes may not be as robust as in our offices and could cause the networks, information systems, applications, and other tools available to employees and service providers to be more limited or less reliable than in our offices. Further, the security systems in place at our employees’ and service providers’ homes may be less secure than those used in our offices, and we may be subject to increased cybersecurity risk, which could expose us to risks of data or financial loss, and could disrupt our business operations. There is no guarantee that the data security and privacy safeguards we have put in place will be completely effective or that we will not encounter risks associated with employees and service providers accessing company data and systems remotely.

In addition, the continued spread of COVID-19 and the imposition of related public health measures have resulted in, and is expected to continue to result in, increased volatility and uncertainty in the crypto-economy. We also rely on third party service providers to perform certain functions. Any disruptions to a service providers’ business operations resulting from business restrictions, quarantines, or restrictions on the ability of personnel to perform their jobs could have an adverse impact on our service providers’ ability to provide services to us. The continued spread of COVID-19 and efforts to contain the virus could adversely impact our strategic business plans and growth strategy, reduce demand for our products and services, reduce the availability and productivity of our employees, service providers, and third-party resources, cause us to experience an increase in costs due to emergency measures, and otherwise adversely impact our business.

Offering Summary

We are registering the resale of ~~[●] shares of our common stock that include: (i) 409~~473,~~413~~874,~~900~~346 shares of our outstanding common stock ~~that~~held ~~were issued~~ by ~~us to~~ the ~~Selling~~selling ~~Shareholders~~shareholders, ~~in the~~as ~~share~~set ~~exchange~~forth ~~transaction~~in ~~or were purchased by~~ the “Selling Shareholders ~~in private transactions, and (ii) up to [●] shares of common stock issued or issuable upon exercise of our outstanding 6% Convertible Debentures Due 2023 (the~~ ”~~Convertible Debentures”)~~ ~~which were issued in connection with a private placement financing in 2021~~section.

Implications of Being an Emerging 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 this prospectus and our periodic reports and proxy statements 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 ~~could~~will remain an emerging growth company ~~for~~until upDecember ~~to five years after the effective date of this Registration Statement~~31, 2029, 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 $1.07235 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 $1.070 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.

~~Summary Consolidated Financial Data~~16

~~The~~Summary following tables set forth a summary of our historical consolidated financial data as of and for the periods indicated. The summary consolidated statements of operations data for the periods ended December 31, 2020 and December 31, 2019 have been derived from our audited consolidated financial statements and related notes thereto included elsewhere in this prospectus. The summary consolidated statements of operations data for the periods ended September 30, 2021 and September 30, 2020 have been derived from our unaudited consolidated financial statements and related notes thereto included elsewhere in this prospectus. Our historical results are not necessarily indicative of the results to be expected in the future. When you read this summary consolidated financial data, it is important that you read it together with the historical consolidated financial statements and the related notes thereto included elsewhere in this prospectus, which qualify this summary consolidated financial data in their entirety, as well as the sections of this prospectus titled “Selected Consolidated Financial ~~Data”~~ and ~~“Management’s Discussion~~Other and Analysis of Financial Condition and Results of Operations.” The summary financial data in this section are not intended to replace our audited consolidated financial statements and the related notes, and are qualified in their entirety by such financial statements and related notes included elsewhere in this prospectus.Data

8The following tables set forth a summary of our historical consolidated financial data as of and for the periods indicated. The summary consolidated statements of operations data for the quarters ended March 31, 2025 and 2024, and for the years ended December 31, 2024 and 2023, and the summary condensed balance sheet information as of March 31, 2025, and December 31, 2024 and 2023, have been derived from our unaudited and audited consolidated financial statements included elsewhere in this prospectus. Our historical results are not necessarily indicative of the results to be expected in the future. When you read this summary consolidated financial data, it is important that you read it together with the historical consolidated financial statements and the related notes thereto included elsewhere in this prospectus under “Index to Financial Statements”, below, which qualify this summary consolidated financial data in their entirety, as well as the sections of this prospectus titled “Selected Consolidated Financial Data” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” The summary financial data in this section is not intended to replace our audited consolidated financial statements and the related notes and is qualified in its entirety by such financial statements and related notes included elsewhere in this prospectus.

(in thousands) Balance Sheet Summary	September 30 2021 Unaudited			December 31 2020 Audited			December 31 2019 Audited
Current assets	$	8,881		$	2,201		$	396
Other assets		6,250			4,274			1,242
Total assets	$	15,131		$	6,475		$	1,638
Current liabilities	$	10,704		$	4,312		$	4,342
Long-term liabilities		9,501			5,435			9,532
Total shareholders’ deficit		(5,074	)		(3,272	)		(12,236	)
Total liabilities and shareholders’ deficit	$	15,131		$	6,475		$	1,638

CONDENSED BALANCE SHEET SUMMARY

(in thousands) Statement of Operations Summary	For the three months ended September 30						For the nine months ended September 30
	2021			2020			2021			2020
Revenues	$	19,478		$	25,146		$	62,987		$	49,035
Cost of revenues		18,224			22,627			58,004			45,126
Gross profit		1,254			2,519			4,983			3,909
Operating expenses		1,626			854			4,897			2,719
Income (loss) from operations		(372	)		1,665			86			1,190
Fair value adjustment on crypto asset borrowing derivatives		182			312			378			531
Interest expense		164			264			463			746
Fees on crypto asset borrowing		23			219			114			304
Other (income) expense		52			(33	)		170			132
Income (loss) before taxes		(793	)		903			(1,039	)		(523	)
Income tax expense (benefit)		(253	)		164			(261	)		10
Net income (loss)	$	(540	)		739		$	(778	)	$	(533	)

MARCH 31, 2025, DECEMBER 31, 2024 AND 2023

(in thousands) Statement of Operations Summary	For the twelve months ended December 31
	2020 Audited		2019 Audited
Revenues	$	68,937	$	22,643
Cost of revenues		62,390		21,997
Gross profit		6,547		646
Operating expenses		3,497		2,835
Income (loss) from operations		3,050		(2,189	)
Fair value adjustment on crypto asset borrowing derivatives		1,061		1,361
Interest expense		990		289
Fees on crypto asset borrowing		337		372
Other (income) expense		74		(406	)
Income (loss) before taxes		588		(3,805	)
Income tax expense (benefit)		428		–
Net income (loss)	$	160	$	(3,805	)

(in thousands)

(in thousands)	March 31, 2025 Unaudited		December 31, 2024 Audited		December 31, 2023 Audited
Current assets	$	24,126	$	22,910	$	19,831
Other assets		51,653		55,123		28,882
Total assets	$	75,779	$	78,033	$	48,713

Current liabilities	$	27,416	$	25,416	$	20,436
Long-term liabilities		24,362		31,244		17,259
Total stockholders’ equity		24,001		21,373		11,018
Total liabilities and stockholders’ equity	$	75,779	$	78,033	$	48,713

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

AND COMPREHENSIVE INCOME
FOR THE

THREE MONTHS ENDED MARCH 31, 2025 AND 2024

(in thousands)

	For the three months ended
	March 31, 2025 Unaudited		March 31, 2024 Unaudited
Revenues	$	72,629	$	81,413
Cost of revenues		64,498		68,090
Gross profit		8,131		13,323

Operating expenses:		3,721		3,266
Income from operations		4,410		10,057

Interest expense		282		1,151
Fees on virtual vault services		454		545
Other expense		26		98
Income before income taxes		3,648		8,263

Income tax expense		1,024		2,217
Net income	$	2,624	$	6,046

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

AND COMPREHENSIVE INCOME FOR THE

YEARS ENDED DECEMBER 31, 2024 AND 2023

(in thousands)

	For the twelve months ended December 31,
	2024 Audited		2023 Audited
Revenues	$	285,391	$	191,807
Cost of revenues		247,391		162,624
Gross profit		38,000		29,183

Operating expenses		18,709		7,670
Income from operations		19,291		21,513

Impairment of capitalized software development costs		–		2,383
Interest expense		1,884		2,380
Fees on virtual vault services		2,059		1,039
Other expense		331		25
Income before taxes		15,017		15,686

Income tax expense		4,733		4,490
Net income	$	10,284	$	11,196

Key Business Metrics and Non-GAAP Financial Measure

In addition to our financial results, we use the following business metrics to evaluate our business, measure our performance, identify trends affecting our business, and make strategic decisions. To evaluate our operating performance, and for internal planning and forecasting purposes, we also use Adjusted EBITDA, a non-generally accepted accounting principles (“GAAP”) financial measure. For additional information regarding these measures, see the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations”—“Key Performance Indicators and Non-GAAP Financial Measure and Trends”.

KEY BUSINESS AND NON-GAAP FINANCIAL METRICS

FOR THE THREE MONTHS ENDED MARCH 31, 2025 AND
THE YEARS ENDED DECEMBER 31, 2024 AND 2023

(in thousands)	Three Months Ended March 31, 2025		Twelve Months Ended December 31, 2024		Twelve Months Ended December 31, 2023
Number of Athena Bitcoin ATMs end of period		3,126		3,111		2,187
Number of Bitcoin ATM transactions		62,326		185,789		99,265

Net income	$	2,624,000	$	10,284,000	$	11,196,000
Adjusted EBITDA	$	6,384,000	$	27,931,000	$	23,687,000

The Offering

Common Stock offered by Selling Shareholders		~~[●] shares of common stock which include: (i) 409~~473,~~413~~874,~~900~~346 shares of common stock that were issued by us to the Selling Shareholders in the share exchange transaction or were purchased by the Selling Shareholders in private transactions, and (ii) up to [●] shares of common stock issued or issuable upon exercise of our outstanding 6% Convertible Debentures Due 2023 (the “Convertible Debentures”) which were issued in connection with a private placement financing in 2021. We are registering the resale of the shares of common stock underlying the principal amount of the Convertible Debentures, as required by the Securities Purchase Agreement that we entered into with the Selling Shareholders as of June 22, 2021, which provided said Selling Shareholders with certain registration rights with respect to the common stock issuable upon conversion of the principal amount of the Convertible Debentures (the “Purchase Agreement”).
Common Stock outstanding before the offering		4,~~049~~095,~~392~~009,~~879~~545 shares of common stock as of June 23, 2025.
Exchange Symbol		ABIT
CUSIP		046839106
Terms of the Offering		Until our shares are quoted on the OTCQX, or the OTCQB or listed on any national securities exchange or automated interdealer quotation system, the prices at which the selling shareholders may sell their shares is $[●], which was determined by the average of the high and low prices as reported on the OTC Pink Tier of the OTC Markets on [●], ~~2022, subject to our agreement with such Selling Shareholders~~2025. ~~There are currently no agreements with Selling Shareholders regarding the sales price.~~ The Selling Shareholders have not engaged any underwriter regarding the sale of their shares of common stock. If our common stock becomes ~~traded~~quoted on the OTCQX, or the OTCQB or listed on any national securities exchange or automated interdealer quotation system, then the sale price to the public will vary according to prevailing market prices or privately negotiated prices by the Selling Shareholders.
Termination of the Offering		The offering will conclude upon the earliest of (i) such time as all the common stock has been sold pursuant to the registration statement or (ii) such time as all the common stock becomes eligible for resale without volume limitations pursuant to Rule 144 under the Securities Act (iii) or we decide at any time to terminate the registration of the shares at our sole discretion.
Trading Market		Our common stock is currently quoted on the OTC Pink Market operated by OTC Markets Group, Inc. There is an uneven and limited trading market for our securities. We intend to apply for quotation of our common stock on the OTCQX, or the OTCQB or to apply to have our common stock listed on a national securities exchange or automated interdealer quotation system in the future.
Trading Market		Our common stock is currently quoted on the OTC Pink Market operated by OTC Markets Group, Inc. There is an uneven and limited trading market for our securities. We intend to apply for quotation on the OTCQB once we become a fully reporting company with the SEC.
Risk Factors		The shares offered hereby involve a high degree of risk and should not be purchased by investors who cannot afford the loss of their entire investment. See “Risk Factors”.
Use of proceeds		We are not selling any shares of the common stock covered by this prospectus. As such, we will not receive any of the offering proceeds from the registration of the shares of common stock covered by this prospectus.
Expenses		We will pay all expenses associated with this registration statement.
Risk Factors		The shares offered hereby involve a high degree of risk and should not be purchased by investors who cannot afford the loss of their entire investment. See “Risk Factors” beginning on page 11.

The number of shares of common stock to be outstanding immediately after this offering is based on 4,~~049~~095,~~392~~009,~~879~~545 shares of common stock outstanding as of ~~January~~June ~~[●]~~23, ~~2022~~2025 and excludes: 250,000,000 shares of common stock issuable upon conversion of an 8% Amended and Restated Secured Convertible Debenture Due January 31, 2025, dated May 15, 2023 issued to KGPLA Holdings, LLC. The maturity date of the Secured Convertible Debenture was extended in January 2025 to January 31, 2026.

~~· 250,000,000 shares of common stock issuable upon conversion of 8% Convertible Debenture Due 2025 issued to KGPLA Holdings, LLC;~~20

	·	10,416,667 shares of common stock issuable upon conversion of 8% Convertible Debenture Due 2025 issued to Swingbridge Crypto III, LLC. On August 26, 2021, the Company provided Swingbridge Crypto III, LLC. with the mandatory notice of conversion of its 8% Convertible Debenture Due 2025, however, such shares of common stock have not been issued yet as of the date of this prospectus.
	·	[●] shares of common stock issuable upon conversion of 6% Convertible Debenture Due 2023 issued to certain accredited investors pursuant to the Company’s private placement of up to $5,000,000. Certain holders provided the Company with the notice of conversion of their respective 6% Convertible Debentures Due 2023, however, such shares of common stock have not been issued yet as of the date of this prospectus. See page 67.

Risk Factors

Investing in the Shares 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 prospectus, before deciding to invest in the Shares. If any of the risks occur, our business, results of operations, financial condition, and prospects could be harmed. In that event, the trading price of the Shares could decline, and you could lose part or all your investment. Additional risks and uncertainties not presently known to us or that we currently deem immaterial also may impair our business operations.

Summary Risk Factors

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 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.

Risks Related to Our Business, Operations, and Financial Position

	•	*Dependence on Transaction Volume and Crypto Asset Price Volatility:* Our revenue is substantially dependent on the volume of crypto asset transactions conducted by our customers. This volume can be significantly impacted by the highly volatile prices of Bitcoin and other crypto assets. Declines in crypto asset prices or transaction volumes would materially and adversely affect our business, operating results, and financial condition. The broader crypto economy has also been impacted by bankruptcies of major market participants, which can further dampen transaction volumes and investor confidence.

	•	*Forecasting Challenges in a New Market Segment:* Our business operates in the relatively new and rapidly evolving consumer crypto asset product segment, making it difficult to accurately forecast user demand, transaction volumes, and financial performance.

•

Significant Indebtedness and Financial Commitments: We have a significant level of indebtedness, secured by substantially all of our assets. Our debt agreements contain restrictive covenants that may limit our operational flexibility. We may be unable to generate sufficient cash flow to service our debt and other financial commitments. If we require additional capital to support business growth or meet our obligations, such capital may not be available on favorable terms, or at all, which could force us to modify our business plans or, in a worst-case scenario, cease operations.

•

Security of Assets and Private Keys: Our assets, including cash and crypto assets we hold, are subject to risks of theft, loss, or other impairment. The theft, loss, or destruction of private keys required to access crypto assets can be irreversible. If we are unable to secure our private keys or experience a hack or data loss, it could lead to significant financial losses, regulatory scrutiny, and reputational harm. We currently have limited insurance protection for crypto assets held by the Company.

•

Operational and Technological Disruptions: Significant disruptions in our ATMs, software, information technology systems, or the underlying blockchain networks we rely on could result in a loss of users or funds, damage our brand and reputation, and adversely impact our business and financial results.

•

International Operations Risks: We operate in locations outside the United States, including El Salvador, exposing us to additional risks such as difficulties in enforcing contractual rights, economic and political instability, and potential restrictions on repatriating profits or maintaining ownership of assets.

•

User Base and Engagement: Our success depends on our ability to retain existing users and attract new ones, as well as maintain or increase their engagement with our products and services. Failure to do so could significantly harm our business and financial results.

•

Economic Conditions and Market Confidence: Adverse global or regional economic conditions may negatively affect our business. Furthermore, due to the unfamiliarity and occasional negative publicity associated with crypto assets, users may lose confidence in crypto-related products and services, which could negatively impact demand for our offerings.

•

Uncertainty of El Salvador Operations and Political and Economic Instability: Our expansion and ongoing operations in El Salvador, including our involvement with the Chivo wallet system, may not produce the anticipated positive results. We face risks related to the custody and security of private keys associated with government-related projects. Political and economic developments in El Salvador could adversely affect the Bitcoin Law, our contractual agreements with the government, and our overall operations and investments in the country.

•

Protection of Intellectual Property: Our intellectual property is valuable. Any inability to protect our patents, trademarks, and other proprietary rights could adversely impact our business. We may also face claims from third parties alleging infringement of their proprietary rights, which could be costly and disruptive.

Risks Related to the Bitcoin Network, Crypto Assets, and Blockchain Technology

•

Nature of Crypto Assets and Private Key Control: Bitcoin and most other crypto assets are controllable only by the possessor of the unique private key. The security of these assets is paramount and subject to various risks.

•

Development and Acceptance of Crypto Assets and Protocols: The future development, growth, and acceptance of Bitcoin, other crypto assets, and their underlying blockchain protocols are subject to numerous unpredictable factors. If these technologies do not develop or gain acceptance as we expect, or if their development slows or stops, our business could be adversely affected. This includes risks related to stablecoins, which may not hold their purported value.

•

Blockchain Forks and Technical Issues: Temporary or permanent “forks” in the blockchain of any crypto asset we support could create instability and adversely affect our business. We may also encounter technical issues when integrating new crypto assets or adapting to upgrades in their underlying networks.

•

Transaction Fees: High transaction fees demanded by miners or validators on crypto asset networks could increase our operational costs and adversely affect our operating results.

Risks Related to Regulation, Legal Compliance, and Enforcement

•

Evolving and Uncertain Regulatory Landscape: We are subject to an extensive, complex, and rapidly evolving regulatory environment globally. Laws and regulations governing crypto assets, money transmission, virtual currency business activities, and financial services are in flux and could change unpredictably, negatively affecting our business, demand for our services, or our financial position. Characterization of a crypto asset we transact in as a “security” could subject us to significant regulatory scrutiny, investigations, fines, and penalties.

•

Licensing and Registration Requirements: Failure to obtain or maintain necessary money transmission, virtual currency business activity, or other required licenses and registrations in various jurisdictions could severely impact or halt our operations.

•

Potential Illegality and Government Intervention: It may become illegal to acquire, own, hold, sell, or use Bitcoin or other crypto assets, or participate in blockchains, in certain countries. Governments are still developing regulatory frameworks, and future legislation or regulation could adversely affect our business.

•

Compliance Burdens and Enforcement Actions: Our obligations to comply with diverse and evolving laws (including those related to sanctions, export control, anti-money laundering, privacy, and data protection) are increasing. We may be subject to inquiries, investigations, and enforcement actions by U.S. and non-U.S. regulators, which could result in significant costs, penalties, and reputational damage.

•

Asset Forfeiture and Banking Access: Our business or assets may become subject to federal or state asset forfeiture laws. Historically, regulators and payment processors have taken actions that limit access to banking services for crypto-related businesses, which could materially harm our operations.

Risks Related to Employees and Service Providers

•

Dependence on Key Personnel: We depend heavily on our senior management, including our Chief Executive Officer, and other key personnel. The loss of their services, or our failure to attract and retain other highly qualified personnel, could adversely impact our business.

•

Employee or Service Provider Misconduct: Misconduct or errors by our employees or service providers could adversely impact our business, financial condition, and reputation.

•

Conflicts of Interest: Our officers, directors, employees, and large shareholders may have positions or interests in other crypto assets, projects, or entities, which could create potential conflicts of interest that may adversely affect our business.

Risks Related to Ownership of Our Common Stock

•

Control by Insiders: Our founders, a single major shareholder, and directors control a significant portion of our common stock and may continue to do so, influencing the outcome of matters requiring shareholder approval.

•

Dilution and Future Offerings: The issuance of common stock upon conversion of our outstanding convertible debentures will cause substantial dilution to existing shareholders. We may also issue additional equity securities in the future, which could result in further dilution. We might require additional capital, and if raised through equity, it will dilute existing shareholders.

•

Stock Price Volatility: The market price of our common stock has been and may continue to be volatile and could decline significantly.

The Most Material Risks Related to Our Business and Financial Position

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.

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:

· market conditions across all elements of the crypto-economy; · our business is in a relatively new consumer product segment, which is difficult to forecast; · our operating results may fluctuate due to the highly volatile nature of crypto; · changes in liquidity, market-making volume, and trading activities;

~~· changes in liquidity, market-making volume, and trading activities;~~23

· trading activities on other crypto platforms worldwide, many of which may be unregulated, and may include manipulative activities; · investment and trading activities of highly active retail and institutional users, speculators, miners, and investors; · the speed and rate at which crypto assets and specifically Bitcoin can gain adoption as a medium of exchange, utility, store of value, consumptive asset, security instrument, or other financial assets worldwide, if at all; · decreased user and investor confidence in crypto assets and associated exchanges and service providers; · negative publicity and events relating to Bitcoin, blockchain technology, or the digital currency economy as a whole; · unpredictable social media coverage or “trending” of Bitcoin or other crypto assets; · the ability for crypto assets to meet user and investor demands; · consumer preferences and perceived utility and value of crypto assets and associated markets; · increased competition from other payment services or other crypto assets that exhibit better speed, security, scalability, or other characteristics;

· ~~investment~~regulatory ~~and~~or ~~trading~~legislative ~~activities~~changes ofand ~~highly~~updates ~~active~~affecting ~~retail~~the ~~and~~use, ~~institutional users~~storage, ~~speculators~~ownership, ~~miners~~exchange, ~~and~~or ~~investors~~any other aspect of the crypto-economy; · the characterization of crypto assets under the laws of various jurisdictions around the world;

· the ~~speed~~maintenance, troubleshooting, and ~~rate~~development atof ~~which~~the blockchain networks underlying crypto assets, including by miners, validators, and ~~specifically~~developers ~~Bitcoin~~worldwide; ~~can~~· ~~gain~~the ~~adoption~~ability asfor aprotocol ~~medium~~networks to attract and retain miners or validators to secure and confirm transactions accurately and efficiently; · ongoing technological viability and security of ~~exchange,~~protocols ~~utility~~and their associated crypto assets, ~~store~~smart ofcontracts, ~~value~~applications, ~~consumptive~~and ~~asset~~networks, ~~security~~including ~~instrument~~vulnerabilities against hacks and scalability; · fees and speed associated with processing blockchain transactions, orincluding on the underlying protocol networks and on exchanges and other platforms for trading; · financial ~~assets~~strength ~~worldwide,~~of ifwholesale atmarket ~~all~~participants;

· ~~decreased~~the ~~user~~availability and ~~investor~~cost ~~confidence~~of infunding and capital; · the liquidity of over-the-counter trading desks, market-makers, exchanges, and other wholesale dealers of crypto assets; ~~and~~· ~~associated~~interruptions in service from or failures of major crypto exchanges and ~~service~~platforms; ~~providers~~· availability of banking and payment services to support crypto-related projects; · global level of interest rates and inflation; · monetary policies of governments, trade restrictions, and Fiat Currency valuation changes; and · national and international economic and political conditions.

· negative publicity and events relating to Bitcoin, blockchain technology, or the digital currency economy as a whole;

· unpredictable social media coverage or “trending” of Bitcoin or other crypto assets;

· the ability for crypto assets to meet user and investor demands;

· consumer preferences and perceived utility and value of crypto assets and associated markets;

· increased competition from other payment services or other crypto assets that exhibit better speed, security, scalability, or other characteristics;

· regulatory or legislative changes and updates affecting the use, storage, ownership, exchange, or any other aspect of the crypto-economy;

· the characterization of crypto assets under the laws of various jurisdictions around the world;

· the maintenance, troubleshooting, and development of the blockchain networks underlying crypto assets, including by miners, validators, and developers worldwide;

· the ability for protocol networks to attract and retain miners or validators to secure and confirm transactions accurately and efficiently;

· ongoing technological viability and security of protocols and their associated crypto assets, smart contracts, applications, and networks, including vulnerabilities against hacks and scalability;

· fees and speed associated with processing blockchain transactions, including on the underlying protocol networks and on exchanges and other platforms for trading;

· financial strength of wholesale market participants;

· the availability and cost of funding and capital;

· the liquidity of over-the-counter trading desks, market-makers, exchanges, and other wholesale dealers of crypto assets;

· interruptions in service from or failures of major crypto asset exchanges and platforms;

· availability of banking and payment services to support crypto-related projects;

· level of interest rates and inflation in both G-10 economies and emerging markets;

· monetary policies of governments, trade restrictions, and fiat currency valuation changes; and

· national and international economic and political conditions.

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. 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.

As discussed in our financial statements included in this prospectus, 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:

	·	market conditions of, and overall sentiment towards, cryptocurrency;
	·	changes in liquidity, market-making volume, and trading activities;
	·	trading activities in cryptocurrency, including on other cryptocurrency platforms worldwide, many of which may be unregulated, and may include manipulative activities;
	·	investment and trading activities of highly active retail and institutional users, speculators, miners, and investors;
	·	the speed and rate at which cryptocurrency is able to gain adoption as a medium of exchange, utility, store of value, consumptive asset, security instrument, or other financial assets worldwide, if at all;
	·	changes in user and investor confidence in cryptocurrency and cryptocurrency platforms;
	·	negative publicity and events relating to the digital financial system;
	·	unpredictable social media coverage or “trending” of, or other rumors and market speculation regarding cryptocurrency;
	·	the ability for cryptocurrency to meet user and investor demands;
	·	the functionality and utility of cryptocurrency and its associated ecosystems and networks, including cryptocurrency designed for use in various applications;
	·	retail user preferences and perceived value of cryptocurrency and cryptocurrency markets;
	·	increased competition from other payment services or cryptocurrency for which we do not sell that exhibit better speed, security, scalability, or other characteristics;
	·	regulatory or legislative changes and updates affecting the digital financial system;
	·	the characterization of cryptocurrency under the laws of various jurisdictions around the world;
	·	the adoption of unfavorable taxation policies on cryptocurrency investments by governmental entities;
	·	the maintenance, troubleshooting, and development of the blockchain networks underlying cryptocurrency, including by miners, validators, and the development community;
	·	the ability for cryptocurrency networks to attract and retain miners or validators to secure and confirm transactions accurately and efficiently;
	·	legal and regulatory changes affecting the operations of miners and validators of blockchain networks, including limitations and prohibitions on mining activities, or new legislative or regulatory requirements as a result of growing environmental concerns around the use of energy in mining cryptocurrency, including Bitcoin, and other proof-of-work mining activities;
	·	ongoing technological viability and security of cryptocurrency and its associated smart contracts, applications and networks, including vulnerabilities against hacks and scalability;

	·	fees and speed associated with processing cryptocurrency transactions, including on the underlying blockchain networks and on cryptocurrency platforms;
	·	financial strength of market participants;
	·	the availability and cost of funding and capital;
	·	interruptions in service from or failures of major cryptocurrency platforms;
	·	availability of an active derivatives market for various cryptocurrencies;
	·	availability of banking and payment services to support cryptocurrency-related projects;
	·	level of interest rates and inflation;
	·	monetary policies of governments, trade restrictions, and Fiat Currency devaluations; and
	·	national, North American and international economic and political conditions.

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.

We have a significant level of indebtedness that may have an adverse impact on us.

As of March 31, 2025, our total indebtedness, excluding lease liabilities, was $20,491,000 including $3,000,000 of secured convertible debenture, $4,983,000 of equipment notes payable, and $162,000 of insurance financing debt. Our significant level of indebtedness could have important consequences for us, including the following:

	·	requiring a substantial portion of cash flow from operations to be dedicated to the payment of principal and interest on our indebtedness, therefore reducing our ability to use our cash flow to fund our operations and future business opportunities;
	·	restricting us from making strategic acquisitions or causing us to make non-strategic divestitures;
	·	limiting our ability to obtain additional equity or debt financing for general corporate purposes, acquisitions, investments, capital expenditures or other strategic purposes;
	·	limiting our ability to adjust to changing business conditions and placing us at a competitive disadvantage to our less highly leveraged competitors; and
	·	making us more vulnerable to general economic downturns and adverse developments in our business.

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 $3,000,000 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 prospectus, 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:

	·	incur additional indebtedness;
	·	pay dividends on, repurchase or make distributions in respect of equity interests or make other restricted payments;
	·	make certain investments;
	·	sell certain assets;
	·	create liens on certain assets to secure debt;
	·	consolidate, merge, sell or otherwise dispose of all or substantially all of our assets; and
	·	designate our subsidiaries as unrestricted subsidiaries.

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:

· Many protocol networks have limited operating histories, have not been validated in production, and are still in the process of developing and making significant decisions that will affect the design, supply, issuance, functionality, and governance of their respective tokens and underlying blockchain networks, any of which could adversely affect their respective usefulness. · Many networks are in the process of implementing software upgrades and other changes to their protocols, which could introduce bugs, security risks, or adversely affect the respective crypto networks. · Several large networks, including Bitcoin and Ethereum, are developing new features to address fundamental speed, scalability, and energy usage issues. If these issues are not successfully addressed, or are unable to receive widespread adoption, it could adversely affect the underlying crypto asset. · Security issues, bugs, and software errors have been identified with many protocols and their underlying blockchain networks, some of which have been exploited by malicious actors. There are also inherent security weaknesses in some crypto assets and their networks and protocols, such as when creators of certain crypto networks use procedures that could allow hackers to counterfeit tokens. Any weaknesses identified with a protocol, token or blockchain could adversely affect its price, security, liquidity, and adoption. If a malicious actor or botnet (a volunteer or hacked collection of computers controlled by networked software coordinating the actions of the computers) obtains a majority of the compute or staking power on a crypto network, as has happened in the past, it may be able to manipulate transactions, which could cause financial losses to holders, damage the network’s reputation and security, and adversely affect its value.

· Many networks are in the process of implementing software upgrades and other changes to their protocols, which could introduce bugs, security risks, or adversely affect the respective crypto networks.27

12· The development of new technology for mining, such as improved application-specific integrated circuits (commonly referred to as ASICs), or changes in industry patterns, such as the consolidation of mining power in a small number of large mining farms, could reduce the security of blockchain networks, lead to increased liquid supply of the crypto asset token, and reduce its price and attractiveness. · If rewards and transaction fees for miners or validators on any protocol network are not sufficiently high to attract and retain miners, a network’s security and speed may be adversely affected, increasing the likelihood of a malicious attack. · The governance of many decentralized blockchain networks is by voluntary consensus and open competition, and many developers are not directly compensated for their contributions. As a result, there may be a lack of consensus or clarity on the governance of any crypto network, a lack of incentives for developers to maintain or develop the network, and other unforeseen issues, any of which could result in unexpected or undesirable errors, bugs, or changes, or stymie such network’s utility and ability to respond to challenges and grow. · Many crypto networks are in the early stages of developing partnerships and collaborations, all of which may not succeed and adversely affect the usability and adoption of the respective crypto asset token. · Various other technical issues have also been uncovered from time to time that resulted in disabled functionalities, exposure of certain users’ personal information, theft of users’ assets, and other negative consequences, and which required resolution with the attention and efforts of their global miner, user, and development communities. If any such risks or other risks materialize, and if they are not resolved, the development and growth of crypto assets, blockchain technology, or Bitcoin may be significantly affected and, as a result, our business, operating results, and financial condition could be adversely affected.

· Several large networks, including Bitcoin and Ethereum, are developing new features to address fundamental speed, scalability, and energy usage issues. If these issues are not successfully addressed, or are unable to receive widespread adoption, it could adversely affect the underlying crypto asset.

· Security issues, bugs, and software errors have been identified with many protocols and their underlying blockchain networks, some of which have been exploited by malicious actors. There are also inherent security weaknesses in some crypto assets and their networks and protocols, such as when creators of certain crypto networks use procedures that could allow hackers to counterfeit tokens. Any weaknesses identified with a protocol, token or blockchain could adversely affect its price, security, liquidity, and adoption. If a malicious actor or botnet (a volunteer or hacked collection of computers controlled by networked software coordinating the actions of the computers) obtains a majority of the compute or staking power on a crypto network, as has happened in the past, it may be able to manipulate transactions, which could cause financial losses to holders, damage the network’s reputation and security, and adversely affect its value.

· The development of new technology for mining, such as improved application-specific integrated circuits (commonly referred to as ASICs), or changes in industry patterns, such as the consolidation of mining power in a small number of large mining farms, could reduce the security of blockchain networks, lead to increased liquid supply of the crypto asset token, and reduce its price and attractiveness.

· If rewards and transaction fees for miners or validators on any protocol network are not sufficiently high to attract and retain miners, a network’s security and speed may be adversely affected, increasing the likelihood of a malicious attack.

· The governance of many decentralized blockchain networks is by voluntary consensus and open competition, and many developers are not directly compensated for their contributions. As a result, there may be a lack of consensus or clarity on the governance of any crypto network, a lack of incentives for developers to maintain or develop the network, and other unforeseen issues, any of which could result in unexpected or undesirable errors, bugs, or changes, or stymie such network’s utility and ability to respond to challenges and grow.

· Many crypto networks are in the early stages of developing partnerships and collaborations, all of which may not succeed and adversely affect the usability and adoption of the respective crypto asset token.

· Various other technical issues have also been uncovered from time to time that resulted in disabled functionalities, exposure of certain users’ personal information, theft of users’ assets, and other negative consequences, and which required resolution with the attention and efforts of their global miner, user, and development communities. If any such risks or other risks materialize, and if they are not resolved, the development and growth of crypto assets, blockchain technology, or Bitcoin may be significantly affected and, as a result, our business, operating results, and financial condition could be adversely affected.

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 ~~myriad~~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 ~~the~~our ~~Shares~~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.

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.

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 - State Regulation” of this prospectus), it remains a risk to the Company’s principal operations and could be detrimental to an investment in the Shares. 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~~ that could adversely affect an investment in ~~the~~our ~~Shares~~common stock.

Bitcoin and the Bitcoin Network have only ~~recently~~ 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~~ 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 ~~the~~our ~~Shares~~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 ~~general~~malicious ~~malcontent~~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 $1.7,700,000 ~~million~~ 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. ~~See also Management Discussion and Analysis of Financial Condition and Results of Operations on page 30.~~ Historically, stolen ~~Bitcoin~~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 ifregarding 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 ~~assets,~~exchanges. ~~the~~The Company ~~holds~~uses ~~assets~~Kraken ~~including~~as ~~dollar~~its ~~deposits,~~primary ~~Bitcoin, Ethereum, Litecoin, and BCH on~~ crypto ~~asset exchanges~~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, ~~the Company had assets of less than $10,000 on the~~ Quadriga ~~Exchange~~ ~~in Canada when Quadriga~~ filed for bankruptcy protection following the death of its Chief Executive Officer and subsequent discovery of its insolvency. In addition, ~~while not applicable to the Company’s operations,~~ several other well-known and highly regarded exchanges have suffered similar fates. For example, in February 2014, Mt. Gox, then the largest ~~Bitcoin~~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 ~~the~~our ~~Shares~~common stock.

~~Our~~The ~~lack~~theft, loss, or destruction of ~~insurance~~private keys ~~protection~~required ~~could~~to access any Bitcoin may be irreversible. If we are unable to access our private keys or if we experience a hack or other ~~adversely~~data ~~impact~~loss relating to our ~~business~~ability to access any bitcoin, ~~operating~~it ~~results~~could cause regulatory scrutiny, reputational harm, and ~~financial~~other ~~condition~~losses.

~~The~~Bitcoin ~~crypto~~is ~~assets~~generally ~~held~~accessible only by usthe ~~are~~possessor of ~~not~~the ~~insured~~unique private key relating to the digital wallet in which the Bitcoin is held. While blockchain protocols typically require public Weaddresses ~~also~~to dobe ~~not~~published ~~rely~~when onused ~~insurance~~in ~~carriers~~a transaction, private keys must be safeguarded and kept private to ~~insure~~prevent ~~losses~~a ~~resulting~~third party from accessing athe ~~breach~~Bitcoin held in the applicable wallet. To the extent that any of the private keys relating to our ~~physical~~wallets ~~security,~~containing ~~cyber~~Bitcoin held ~~security~~for our own account or our users’ private keys relating to their un-hosted wallets is lost, destroyed, or byotherwise ~~employee~~compromised or ~~service~~unavailable, ~~provider~~and ~~theft~~no ~~since~~backup weof dothe ~~not~~private ~~carry~~key ~~crime~~is ~~and~~accessible, ~~specie~~we ~~insurance.~~or Weour ~~only~~users ~~maintain~~will abe ~~general~~unable ~~liability~~to ~~insurance~~access ~~which~~the ~~does~~Bitcoin held in the related ~~not~~wallet. ~~cover~~Further, ~~crypto~~we ~~assets~~cannot provide assurance that our or ~~breaches~~our ~~described~~users’ ~~above~~wallets will not be hacked or otherwise compromised. ~~Therefore~~Cryptocurrency and blockchain technologies have been, weand may ~~suffer~~in athe ~~loss~~future ~~which~~be, issubject ~~not~~to ~~covered~~security bybreaches, ~~insurance~~hacking, inor ~~damages.~~other ~~Such~~malicious activities. aAny loss ~~could~~of ~~cause~~private akeys ~~substantial~~relating ~~business~~to, ~~disruption~~or any hack or other compromise of, digital wallets used to store our ~~operations~~users’ Bitcoin could adversely affect our users’ ability to access or sell their Bitcoin, ~~adverse~~as ~~reputational~~well ~~impact~~as result in loss of user trust in us. As such, ~~inability~~any loss of private keys due to ~~compete~~a ~~with~~hack, ~~our~~employee ~~competitors~~or service provider misconduct or error, or other compromise by third parties could hurt ~~regulatory~~our ~~scrutiny,~~brand and ~~consequently~~reputation, itresult ~~could~~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 ~~investment~~Athena inBitcoin ATM ~~our~~to ~~shares~~purchase ofBitcoin, ~~common~~the ~~stock~~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.

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 $5,000,000 and specie insurance coverage with a limit of $250,000,000. 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.

Our ATMs and certain cryptocurrency and blockchain networks have experienced from time to time, and may experience in the future, service interruptions or degradation because of hardware and software defects or malfunctions, distributed denial-of-service and other cyberattacks, insider threats, break-ins, sabotage, human error, vandalism, earthquakes, hurricanes, floods, fires, and other natural disasters, power losses, disruptions in telecommunications services, fraud, military or political conflicts, terrorist attacks, computer viruses or other malware, or other events. In addition, extraordinary transactions or site usage could cause our kiosks to operate at an unacceptably slow speed or even fail.

If any of our ATMs are disrupted for any reason, our products and services may fail, resulting in unanticipated disruptions, slower response times and delays in our users’ transaction execution and processing, failed transactions, incomplete or inaccurate accounting, recording or processing of transactions, unauthorized transactions, loss of user information, increased demand on limited user support resources, user claims, complaints with regulatory organizations, lawsuits, or enforcement actions. A prolonged interruption in the availability or reduction in the availability, speed, or functionality of our products and services could harm our business. Significant or persistent interruptions in our services could cause current or potential users to believe that our ATMs or software are unreliable, leading them to switch to our competitors or to avoid or reduce the use of our products and services, and could permanently harm our reputation and brands. Moreover, to the extent that any system failure or similar event results in damages to our users, these users could seek significant compensation from us for their losses, and those claims, even if unsuccessful, would likely be time-consuming and costly for us to address. Problems with the reliability or security of our ATMs or software could cause damage to our reputation and the cost of resolving these problems could negatively affect our business, operating results, and financial condition.

Because we are a regulated money services business in certain jurisdictions, interruptions have resulted and in the future may result in regulatory scrutiny, and significant or persistent interruptions could lead to significant fines and penalties, and mandatory and costly changes to our business practices, and ultimately could cause us to lose existing licenses or banking and other relationships that we need to operate or prevent or delay us from obtaining additional authorizations, registrations or licenses that may be required for our business.

In addition, we are continually improving and upgrading our information systems and technologies. We also rely on technologies developed by others, and if we are unable to continue to obtain licenses for such technologies or licenses to substitute for similar technologies, our business could be adversely impacted. Implementation of new systems and technologies is complex, expensive, time-consuming, and may not be successful. If we fail to timely and successfully implement new information systems and technologies, or improvements or upgrades to existing information systems and technologies, or if such systems and technologies do not operate as intended, it could have an adverse impact on our business, internal controls (including internal controls over financial reporting), operating results, and financial condition.

Our lack of insurance protection for crypto assets held by the Company could adversely impact our business, operating results, and financial condition.

The crypto assets held by us are not insured. We also do not rely on insurance carriers to insure losses resulting from a breach of our physical security, cyber security, or by employee or service provider theft since we do not carry crime insurance. We only maintain a general liability insurance which does not cover crypto assets or breaches described above. Therefore, we may suffer a loss which is not covered by insurance in damages. Such a loss could cause a substantial business disruption of our operations, adverse reputational impact, inability to compete with our competitors, regulatory scrutiny, and consequently, it could adversely impact an investment in our shares of common stock.

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.

We currently operate and intend to grow our operations in a number of jurisdictions outside of the United States. Laws and business practices that favor local competitors or prohibit or limit foreign ownership of certain businesses, or our failure to adapt our practices, systems, processes, and business models effectively to the traveler and supplier preferences (as well as the regulatory and tax landscapes) of each country into which we expand, could impede our ability to enter into, negotiate or enforce contracts in those markets. In addition to the other risks described in this prospectus, our company’s international operations would be subject to numerous other risks, including, but not limited to, weaker enforcement of our company’s contractual rights, longer payment cycles, and difficulties in collecting accounts receivable.

14The 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.

~~The~~From ~~countries~~time to time, wecertain ~~operate~~governments inhave seized foreign companies, ~~may~~their assets, and/or ~~may not~~their ~~have~~operations. ~~stable~~It ~~economies,~~is ~~stable~~possible ~~banking~~for ~~sectors~~us to face significant losses if such an event occurs, either specific to us or ~~stable~~broadly ~~governments~~across the entire country or industry in which we operate. We may, for example no longer be permitted to purchase additional crypto assets, or ~~may~~operate ~~not~~our ~~permit~~machines, usor ~~from~~return ~~repatriating~~capital or profits, ~~maintaining~~to our parent company in the United States. This may result ~~ownership~~in a total and complete loss of our ~~business~~assets orwithin ~~its~~that ~~assets,~~country oras ~~continuing~~well ~~operations~~as further costs to continue to pay our existing liabilities within that country.

From time to time, certain governments have seized foreign companies, their assets, and or their operations. It is possible for us to face significant losses if such an event occurs, either specific to us or broadly across the entire country or industry in which we operate. We may, for example no longer be permitted to purchase additional crypto assets, or operate our machines, or return capital or profits to our parent company in the United States. This may result in a total and complete loss of our assets within that country as well as further costs to continue to pay our existing liabilities within that country.32

~~The~~If ~~countries~~ we ~~operate~~fail into ~~may~~retain ~~not~~existing ~~have~~users or add ~~stable~~new ~~governments~~users, or ~~may~~if ~~face~~our ~~significant~~users ~~political~~decrease their level of engagement with our products and services, ~~social~~our business, oroperating ~~civil~~results, ~~unrest~~and financial condition may be significantly harmed.

~~The~~Our ~~countries~~success ~~where~~depends ~~the~~on ~~Company~~our ~~operates,~~ability to retain existing orusers ~~may~~and ~~choose~~attract tonew ~~operate~~users into ~~the~~increase ~~future,~~engagement ~~may~~with ~~face~~our ~~significant~~products ~~periods~~and ofservices. ~~political,~~To ~~military,~~do ~~social~~so, orwe ~~civil~~must ~~unrest.~~continue ~~This~~to ~~may~~offer ~~result~~leading technologies inand ~~the~~ensure ~~destruction~~that ofour ~~the~~products ~~Company’s~~and ~~property~~services are secure, ~~the~~reliable, ~~destruction~~and ofengaging. ~~the~~We ~~Company’s~~must ~~other~~also ~~assets,~~expand orour ~~other~~products ~~harm~~and toservices ~~the~~and ~~Company~~offer competitive transaction and ~~its~~other ~~personnel,~~fees ~~which~~in ~~may~~an ~~cause~~increasingly ~~losses~~crowded orand ~~for~~price-sensitive ~~the~~market. ~~Company~~There tois ~~incur~~no ~~significant~~assurance ~~liabilities.~~that ~~Nationalization~~we ofwill ~~certain~~be ~~industries~~able ~~has~~to ~~occurred~~continue into ~~some~~do ofso, ~~the~~that ~~countries~~we ~~where~~will ~~Athena~~be ~~currently~~able ~~operates.~~to ~~The~~retain ~~loss~~our ofcurrent ~~access~~users toor ~~those~~attract ~~nationalized~~new ~~assets~~users, ~~may~~or ~~adversely~~keep our users engaged. Any number of ~~impact~~factors ancan ~~investment~~negatively inaffect ~~the~~user ~~Shares.~~retention, growth, and engagement, including if:

~~Fluctuations~~· we fail to increase awareness of our brand and successfully compete with the offerings and prices other companies, or if our users otherwise increasingly engage with competing products and services, including those that we are unable to offer due to regulatory reasons; · we fail to introduce new and improved products and services, or if we introduce new products or services that are not favorably received; · we fail to successfully identify and acquire or invest in ~~currency~~businesses, ~~exchange~~products ~~rates~~ or technologies that we believe could ~~harm~~complement or expand our ~~operating~~business; ~~results~~· we fail to support new and in-demand cryptocurrencies or if we elect to support cryptocurrencies with negative reputations; · there are changes in sentiment about the quality or usefulness of our products and services or concerns related to privacy, security, or other factors including, without limitation, changes in macro-level user preference for using cash to purchase Bitcoin; · there are adverse changes in our products and services that are mandated by legislation, regulatory authorities, or litigation; · we fail to maintain existing authorizations as well as obtain newly required authorizations, registrations and licenses for our products; · users perceiving Bitcoin and other cryptocurrencies to be a bad investment, or experiencing significant losses in Bitcoin or other cryptocurrencies, may not desire to utilize our products and services; · technical or other problems prevent us from delivering our products and services with the speed, functionality, security and reliability that our users expect, or if we fail to otherwise gain and maintain the trust and confidence of our users; · there are cybersecurity incidents, employee or service provider misconduct or other unforeseen activities that cause losses to us or our users; · there are modifications to our fee model, including as a result of changes in or the adoption of any laws or regulations imposing restrictions or limitations on the markup at which we sell bitcoin to users or the separate flat transaction fee that we are able to charge our users, or modifications by competitors to their fee models; · we fail to provide adequate customer service for our users and retail partners; · regulatory and governmental bodies in countries that we target for expansion express negative views towards cryptocurrency-related services and, more broadly, the digital financial ~~condition~~system; or · we or other companies in our industry are the subject of adverse media reports or other negative publicity.

~~Revenue~~From ~~generated~~time ~~and~~to ~~expenses~~time, ~~incurred~~certain ~~from~~of ~~our international~~these ~~operations~~factors ~~are~~have negatively ~~often~~affected ~~denominated~~user inretention, ~~the~~growth, ~~currencies~~and ofengagement ~~the~~to ~~local~~varying ~~countries~~degrees. ~~Accordingly,~~If ~~changes~~we inare ~~the~~unable ~~value of foreign currencies relative~~ to ~~the~~maintain ~~U.S.~~or ~~dollar~~increase ~~can affect~~ our ~~revenue~~user base and ~~operating~~user ~~results~~engagement, ~~reflected in~~ our ~~U.S.~~revenue ~~dollar-denominated~~and ~~consolidated~~ financial ~~statements. Our financial~~ results ~~are~~may ~~also~~be ~~subject~~adversely toaffected. ~~changes~~Any indecrease ~~exchange rates that impact the settlement of transactions~~ in ~~non-local~~ ~~currencies.~~user Asretention, ~~a result~~growth, itor engagement could berender ~~more difficult to detect underlying trends in~~ our ~~business~~products and ~~operating~~services ~~results.~~less Toattractive ~~the extent that fluctuations in currency exchange rates cause our operating results~~ to ~~differ from the expectations of investors~~users, ~~the~~which ~~market price~~may ofhave ~~the~~an ~~Shares~~adverse ~~could~~impact beon ~~adversely~~our ~~impacted.~~revenue, Tobusiness, ~~date~~operating results, weand ~~have~~financial ~~not engaged in currency hedging activities to limit the risk of exchange fluctuations~~condition. ~~Even~~If ifour weuser ~~use~~growth ~~derivative~~rate ~~instruments~~slows toor ~~hedge exposure to fluctuations in foreign currency exchange rates~~declines, ~~the~~we ~~use~~will ofbecome ~~such hedging~~increasingly ~~activities~~dependent ~~may~~on ~~not~~our ~~offset~~ability ~~any~~to maintain or ~~more~~increase ~~than~~levels ~~a portion~~ of ~~the~~user ~~adverse~~engagement ~~financial~~and ~~effects~~monetization ~~of unfavorable movements~~ in ~~foreign~~order ~~exchange rates over the limited time the hedges are in place and may introduce additional risks if we are unable~~ to ~~structure~~drive ~~effective~~growth ~~hedges with~~of ~~such instruments~~revenue.

Adverse economic conditions may affect our business.

Our performance is subject to general economic conditions, and their impact on the digital currency markets and our customers. The United States and other international economies have experienced cyclical downturns from time to time in which economic activity declined resulting in lower consumption rates, restricted credit, reduced profitability, weaknesses in financial markets, bankruptcies, and overall uncertainty with respect to the economy. The impact of general economic conditions on the Company is highly uncertain and dependent on a variety of factors, including global adoption of cryptocurrencies, central bank monetary policies, and other events beyond our control. Geopolitical developments, such as trade wars and foreign exchange limitations can also increase the severity and levels of unpredictability globally and increase the volatility of global financial and digital currency markets. To the extent that conditions in the general economic and digital currency markets materially deteriorate, our ability to attract and retain customers may suffer.

~~The COVID-19 pandemic could have an adverse effect on our business, operating results, and financial condition.~~33

WeDue ~~are responding~~ to ~~the~~unfamiliarity ~~global outbreak of COVID-19 by taking steps to mitigate the potential risks to us posed by its spread~~ and ~~the~~some ~~impact~~negative ~~of the restrictions put in place by~~publicity ~~governments~~associated towith ~~protect their populations. Our employees and service providers have transitioned to work~~cryptocurrency-~~from-home.~~related ~~This subjects us to heightened operational risks. For example~~businesses, ~~technologies~~existing ~~in our employees’~~ and ~~service~~potential ~~providers’~~users ~~homes~~ may ~~not~~lose beconfidence ~~as robust as~~ in ~~our~~cryptocurrency-related ~~offices and could cause the networks, information systems, applications, and other tools available to employees and service~~products ~~providers to be more limited or less reliable than in our offices. Further, the security systems in place at our employees’~~ and ~~service~~ ~~providers’ homes may be less secure than those used in our offices~~services, and while we have implemented technical and administrative safeguards to help protect our systems as our employees and service providers work from home, we may be subject to increased cybersecurity risk, which could ~~expose~~negatively usaffect ~~to risks of data or financial loss, and could disrupt~~ our business ~~operations~~. There is no guarantee that the data security and privacy safeguards we have put in place will be completely effective or that we will not encounter risks associated with employees and service providers accessing company data and systems remotely. We also face challenges due to the need to operate with the remote workforce and are addressing those challenges to minimize the impact on our ability to operate.

15Cryptocurrency and related products and services are relatively new. Many of our competitors are unlicensed, unregulated, operate without supervision by any governmental authorities, and do not provide the public with significant information regarding their ownership structure, management team, corporate practices, cybersecurity, and regulatory compliance. As a result, users and the general public may lose confidence in cryptocurrency businesses, including regulated businesses like ours.

InSince ~~addition,~~ the ~~continued~~inception ~~spread~~ of ~~COVID-19 and~~ the ~~imposition~~digital offinancial ~~related~~system, numerous ~~public~~cryptocurrency ~~health~~businesses ~~measures~~ have ~~resulted~~been insued, ~~and~~investigated, isor ~~expected~~shut todown ~~continue~~due to ~~result in~~fraud, ~~increased~~manipulative ~~difficulty in retail or in-store operations~~practices, ~~including~~business ~~our ability to ship~~failure, ~~install,~~ and ~~maintain~~security ~~our Bitcoin ATM fleet~~breaches. ~~Some~~In many of ~~the~~these ~~retail locations~~instances, ~~such~~ ascustomers ~~shopping~~of ~~malls,~~these ~~where~~businesses wewere ~~have~~not ~~placed~~compensated ~~our~~or ~~Bitcoin~~made ~~ATMs~~whole ~~have~~for ~~closed~~their ~~either~~losses. Larger ~~permanently~~businesses, orlike ~~temporarily~~us, ~~due~~are tomore ~~the~~appealing ~~spread~~targets offor ~~COVID-19~~ hackers and ~~the~~malware ~~subsequent response by governments~~ and ~~businesses.~~may We also ~~rely~~be onmore ~~third~~likely ~~party~~to ~~service~~be ~~providers,~~targets ~~including~~of ~~our armored car services,~~regulatory toenforcement ~~perform certain functions~~actions. ~~Any~~For ~~disruptions~~example, toin aMay ~~service~~2019, ~~providers’ business operations resulting from business restrictions~~Binance, ~~quarantines,~~ orone ~~restrictions~~of on the ~~ability~~world’s oflargest ~~personnel~~platforms, towas ~~perform~~hacked, ~~their~~resulting ~~jobs~~in ~~could~~losses ~~have an adverse impact on our service providers’~~of ~~ability~~approximately to$40 ~~provide~~million, ~~services~~and toin ~~us.~~February ~~The~~2021, ~~continued~~Bitfinex ~~spread~~settled ofa ~~COVID~~long-19running ~~and~~legal ~~efforts~~dispute towith ~~contain~~ the ~~virus~~State ~~could~~of ~~result~~New inYork ~~the~~related ~~death~~to ~~of our~~Bitfinex’s ~~customers~~alleged ormisuse ~~employees,~~of ~~adversely~~over ~~impact~~$800 ~~our~~million ~~strategic business plans and growth strategy, reduce demand for or availability~~ of ~~our~~customer ~~products and~~assets. ~~services~~Further, ~~reduce~~in the ~~availability~~first ~~and~~half ~~productivity~~ of ~~our employees~~2022, ~~service~~major ~~providers,~~cryptocurrency ~~and~~lending ~~third-party~~platforms ~~resources~~declared bankruptcy, ~~cause~~resulting usin toa ~~experience an~~loss ~~increase~~of confidence in ~~costs~~participants ~~due~~of tothe ~~emergency~~digital ~~measures,~~financial system and ~~otherwise~~negative ~~adversely~~publicity ~~impact~~surrounding ~~our~~cryptocurrency more ~~business~~broadly.

If our estimates or judgment relating to our critical accounting policies prove to be incorrect, our operating results could be adversely affected.

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances, as provided in the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations-Critical Accounting Policies and Estimates.” The results of these estimates form the basis for making judgments about the carrying values of assets, liabilities, and equity, and the amount of revenue and expenses that are not readily apparent from other sources. Significant estimates and judgments involve the identification of performance obligations in revenue recognition, evaluation of tax positions, and crypto assets we hold, among others. Our operating results may be adversely affected if our assumptions change or if actual circumstances differ from those in our assumptions, which could cause our operating results to fall below the expectations of analysts and investors, resulting in a decline in the trading price of our common stock.

Risk Factors Related to Our Operations in El Salvador

Expansion of business operations in El Salvador may not produce the positive results as planned.

We have established significant operations in in El Salvador ~~to support the country’s efforts to use Bitcoin as legal tender~~. However, there are many factors that could disrupt the implementation of Bitcoin Law in El Salvador, and as a result, our operations in El Salvador. Any of such disruptions can have a negative impact on the financial position of the Company. They could jeopardize our expansion plan and be detrimental to our business. 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.

~~Those~~The ~~risks~~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 ~~summarized~~part ~~below~~of ~~include:~~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.

· Exposure to Bitcoin volatility. While Bitcoin can be used as a speculative asset to generate significant gains, it can also generate major losses. Bitcoin went from more than $60,000 per Bitcoin on April 15, 2021 to less than $40,000 on June 15, 2021. Holding or transacting in such an unstable asset is a particularly risky for people with low incomes, who can ill afford to sustain price swings as large as 30% in a single day and may become victims of a significant collapse. If the savings of a whole nation were cut by a third in two months, it would be a destabilizing event for the country and its Bitcoin Law.34

·Our ~~Depletion~~operations ofin ~~banking assets. In today’s~~ El Salvador, ~~banks~~are ~~connect~~subject ~~savers and borrowers. If most Salvadorans start using Bitcoin, their savings will be stored in digital wallets away from potential borrowers who would otherwise use it~~ to ~~fund projects. Massive adoption of Bitcoin would likely drain banks of savings and raise~~ the following ~~cost~~additional ~~of borrowing for companies and individuals, who will face higher interests. If that occurs, the economy of El Salvador and implementation of the Bitcoin Law can be negatively affected.~~risks:

· ~~Lack~~Exposure ofto ~~transparency/money~~Bitcoin ~~laundering~~volatility. ~~Adopting~~While Bitcoin can be used as ~~legal~~a ~~tender~~speculative isasset ~~not~~to ~~without~~generate ~~certain~~significant ~~challenges~~gains, orit ~~risks~~can ~~since~~also ~~Bitcoin’s~~generate ~~practical~~major ~~implementation~~losses. Bitcoin pricing has ~~yet~~fluctuated tofrom be$16,500 ~~defined~~on byDecember ~~regulators.~~31, ~~Internationally~~2022 to $42,000 ~~the~~on ~~cryptocurrency~~December ~~has~~31, ~~been~~2023 ~~used~~to ~~for~~$93,429 ~~money~~on ~~laundering~~December ~~and~~31, 2024 to ~~facilitate~~$82,548.91 ~~illegal~~on ~~activities~~March 31, 2025. ~~The~~Holding ~~intergovernmental~~or ~~Financial~~transacting ~~Action~~in ~~Task~~such ~~Force~~an ~~(“FATF”)~~unstable ~~may~~asset ~~increase~~is ~~monitoring~~particularly ofrisky Elfor ~~Salvadoran~~people ~~banks,~~with ~~businesses~~low incomes, ~~and~~who ~~other~~can ~~financial~~ill ~~institutions.~~afford ~~The~~to ~~FATF~~sustain isprice ~~the~~swings ~~international~~as ~~“money~~large ~~laundering~~as ~~and~~30% ~~terrorist~~in ~~financing~~a ~~watchdog.”~~single Itday ~~reviews~~and ~~countries’~~may ~~anti-money~~become ~~laundering~~victims ~~and~~of ~~counter-financing~~a ~~terrorism~~significant ~~practices~~collapse. If ~~the~~there ~~FATF~~was ~~determines~~a ~~that~~significant areduction ~~country~~in isthe ~~exposed~~fair tovalue ~~financial~~of ~~crime~~Bitcoin, the ~~flagged~~reduction ~~country~~of isvalue ~~placed~~of onBitcoin ~~either~~held in the ~~list~~El ofSalvadoran ~~“Jurisdictions~~national ~~under~~reserves ~~Increased~~could ~~Monitoring,”~~be ~~known~~a asdestabilizing event for the ~~“grey~~country ~~list,”~~and orcould impact the ~~list~~existing ofBitcoin ~~“Jurisdictions~~Law. ~~subject~~Six toarticles aof ~~Call~~the ~~for~~Bitcoin ~~Action~~Law were modified,” ~~known~~and asthree ~~the~~others ~~“black~~were ~~list.”~~repealed ~~When~~as aof ~~country~~January is29, ~~placed~~2025. onUnder the ~~grey~~new ~~list~~rules, itBitcoin ~~must~~is ~~cooperate~~no ~~with~~longer ~~increased~~considered ~~FATF~~"currency," ~~monitoring.~~or ~~When~~"legal atender." ~~country~~Another ischange ~~placed~~makes onusing ~~the~~Bitcoin ~~black~~entirely ~~list~~voluntary. Previously, the ~~FATF~~law ~~urges~~mandated ~~its~~that 39businesses ~~member~~accept ~~nations~~Bitcoin ~~and~~for ~~over~~any ~~200~~goods ~~affiliated~~or ~~nations~~services tothey ~~apply~~provided. ~~enhanced~~Additionally, ~~due~~Bitcoin ~~diligence~~can ~~and~~no ~~impose~~longer ~~countermeasures,~~be ~~such~~used asto ~~sanctions.~~pay ~~From~~taxes anor ~~FATF~~settle ~~regulatory~~government ~~perspective,~~debts. ElThese ~~Salvador~~changes ~~has~~are ~~been~~not inexpected ~~full~~to ~~compliance,~~harm ~~however,~~our ~~that~~operations ~~may~~because ~~likely~~our ~~change~~Bitcoin ~~after~~ATM ~~the~~services ~~Bitcoin~~in ~~Law~~El ~~has~~Salvador ~~been~~do ~~fully~~not ~~implemented.~~depend ~~For~~on ~~example,~~compulsory ~~the~~Bitcoin ~~FATF~~usage; ~~mandates~~rather, ~~that~~they ~~the~~cater ~~parties~~to ~~engaging~~organic inconsumer ~~virtual-asset~~demand. ~~transactions~~We ~~provide~~believe ~~complete~~demand ~~and~~for ~~sufficient~~Bitcoin ~~know-your-customer~~transactions ~~information.~~will Itcontinue ~~also~~to ~~requires~~be ~~that~~driven ~~senders~~by ~~and~~individuals ~~recipients~~who ofchoose ~~virtual~~to ~~assets~~use ~~obtain~~Bitcoin. ~~accurate~~Our ~~knowledge~~role ~~and~~as ~~information~~an ~~about~~ATM ~~“the~~operator ~~transaction,~~for ~~the~~Chivo ~~source~~remains ofunchanged ~~funds,~~whereby ~~and~~we ~~the~~continue ~~relationship~~to ~~with~~manage the ~~counterparty.” The chances of~~ Bitcoin ~~transactions~~ATMs ~~meeting~~on ~~such~~the ~~requirements~~government’s ~~are~~behalf ~~unlikely~~under ~~and~~our Elfixed-fee ~~Salvador~~service ~~may be subject to sanctions~~arrangement.

· Loss of central bank reserves. El Salvador currently carries a large debt burden (about 65% of GDP) and has a challenging amortization schedule, with $800 million due in January 2023. To navigate this difficult fiscal environment during the pandemic, El Salvador has reached out to the International Monetary Fund (“IMF”) for a $1.3 billion financing package. However, the IMF opposes the adoption of Bitcoin as a legal tender. Thus, the funding program could be put in jeopardy at a time when El Salvador is running out of financial alternatives. Furthermore, the IMF has warned against adopting cryptocurrencies as legal tender, citing risks to macroeconomic stability, financial integrity, consumer protection and the environment (creating Bitcoin consumes large amounts of electricity). The World Bank turned down a request to help advise El Salvador on Bitcoin. Moody’s rating agency has downgraded the country’s debt further from B3 to Caa1, and its outlook remains negative. Those factors may negatively affect the economy of El Salvador and disrupt the implementation of the Bitcoin Law.

	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.

·	Depletion of banking assets. In today’s El Salvador, banks connect savers and borrowers. If most Salvadorans start using Bitcoin, their savings will be stored in digital wallets away from potential borrowers who would otherwise use it to fund projects. Massive adoption of Bitcoin could drain banks of savings and raise the cost of borrowing for companies and individuals, who would face higher interest rates. If that occurs, the economy of El Salvador and implementation of the Bitcoin Law could be negatively affected.

·	Lack of transparency/money laundering. Internationally, the cryptocurrency has been used for money laundering and to facilitate illegal activities. The intergovernmental Financial Action Task Force (“FATF”) may increase monitoring of El Salvadoran banks, businesses, and other financial institutions. The FATF is the international “money laundering and terrorist financing watchdog.” It reviews countries’ anti-money laundering and counter-financing terrorism practices. If the FATF determines that a country is exposed to financial crime, the flagged country is placed on either the list of “Jurisdictions under Increased Monitoring,” known as the “grey list,” or the list of “Jurisdictions subject to a Call for Action,” known as the “black list.” When a country is placed on the grey list, it must cooperate with increased FATF monitoring. When a country is placed on the black list, the FATF urges its 39 member nations and over 200 affiliated nations to apply enhanced due diligence and impose countermeasures, such as sanctions. From an FATF regulatory perspective, El Salvador has been in full compliance, however, that may likely change after the Bitcoin Law has been fully implemented. For example, the FATF mandates that the parties engaging in virtual-asset transactions provide complete and sufficient know-your-customer information. It also requires that senders and recipients of virtual assets obtain accurate knowledge and information about “the transaction, the source of funds, and the relationship with the counterparty.” The chances of Bitcoin transactions meeting such requirements are unlikely and El Salvador may be subject to sanctions. Please note that six articles of the Bitcoin Law were modified, and three others were repealed as of January 29, 2025. See Risk Factor(s) above discussing the new rules under the provisions of the modified Bitcoin Law and their impact on the Company’s operations.

1635

· ~~Capital~~Loss ~~flight~~of central bank reserves. ~~Bitcoin~~El ~~Law~~Salvador ~~could~~currently ~~facilitate~~carries a ~~capital~~large ~~flight,~~debt ~~especially~~burden ~~during~~(approximately 87.9% of GDP as of April 2025 according to the International Monetary Fund (“IMF”)) and has a ~~crisis~~challenging amortization schedule. ~~Many~~To ~~emerging~~navigate ~~markets~~this ~~control~~difficult fiscal environment during the ~~flow~~pandemic, ofEl ~~capital~~Salvador inreached out to the IMF and ~~out~~was approved for a 40-month arrangement under the Extended Fund Facility for El Salvador, with access to $1.4 billion and an immediate disbursement of ~~their~~$113 ~~countries~~million. The IMF stipulated that the arrangement is expected to ~~avoid~~catalyze additional multilateral financial support, for a ~~macroeconomic~~combined ~~crisis~~overall orfinancing topackage ~~prevent~~of ~~one~~over ~~from~~US$3.5 ~~worsening~~billion over the program period. ~~However,~~The ~~Bitcoin~~IMF ~~can~~also ~~facilitate~~declared ~~such~~that a“the ~~flight:~~potential ~~Once~~risks ~~dollars~~of the Bitcoin project are ~~converted~~being addressed in line with Fund policies and with Fund advice to the authorities. Prior actions include legal reforms that have made acceptance of Bitcoin, ~~they~~by ~~can~~the ~~easily~~private besector ~~sent~~voluntary and ensured that tax payments are made only in U.S. dollars. Transparency of the public crypto e-wallet has been strengthened, and the government plans to ~~anyone~~gradually unwind its participation in the ~~world~~e-wallet. Going forward, ~~without~~program ~~any~~commitments ~~control~~will orconfine ~~tracking~~government engagement in Bitcoin-related economic activities, as well as government transactions in and purchases of Bitcoin. ~~Such~~Regulation anand ~~event~~supervision ~~would~~of ~~have~~digital aassets ~~negative~~will ~~effect~~be enhanced in line with evolving international best practices”. Moody’s rating agency has downgraded the country’s debt further from B3 to Caa3 on November 26, 2024, with its outlook stable; that rating has remained unchanged. Those factors may negatively affect the economy of El Salvador and disrupt the implementation of the Bitcoin Law. However, six articles of the Bitcoin Law were modified, and three others were repealed as of January 29, 2025. See Risk Factor(s) above discussing the new rules under the modified Bitcoin Law and their impact on the Company’s operations.

· Continued negative publicity in the media with respect to Chivo S.A. de C.V. the Chivo Ecosystem, of Bitcoin ATMs in general, or of the Company’s services could have a material adverse effect on our business. The Government of El Salvador, through Chivo operates the Chivo digital wallet. The government purchased software and related services from the Company and used this software from the launch of the Chivo digital wallet in September of 2021 until December of 2021. According to media reports, the Chivo company’s operation of the Chivo digital wallet is not subject to public reporting or auditing by a banking regulator. Therefore, there is no way for an outside observer to know that the assets held by Chivo S.A. de C.V. are sufficient to cover the liabilities (user balances) of the Chivo digital wallet. If there are negative views presented in the news about the assets held by Chivo S.A. de C.V, or of the quality of its service offerings, or its lack of transparency, or fraud, or identity theft connected with the usage of the Chivo digital wallet, or any reported problems related to the Chivo digital wallet (either the version written by the Company or any subsequent version not using the Company’s Intellectual Property), then the Company’s reputation could be damaged which may negatively affect an investment in our common stock. · Failure to maintain sufficient cash in Chivo branded ATMs to meet demand could have a material adverse effect on our reputation. Chivo S.A. de C.V. also directs the Company as to how much physical cash should be loaded into the Chivo ATMs in El Salvador for the purpose of ATM users retrieving U.S. Dollar currency in exchange for their Bitcoin or dollars held in the Chivo digital wallet. If for any reason, there is not sufficient physical cash loaded into a Chivo ATM to meet the total demand for such cash, the ATM will be unable to initiate additional transactions to dispense cash to a user and the user will see the machine as non-functional. This could create negative impression of the Chivo Ecosystem, of Bitcoin ATMs in general, of the Company’s services, or the Company’s reputation and negatively affect an investment in our common stock. · Capital flight. Bitcoin Law could facilitate a capital flight, especially during a crisis. Many emerging markets control the flow of capital in and out of their countries to avoid a macroeconomic crisis or to prevent one from worsening. However, Bitcoin can facilitate such a flight: Once dollars are converted to Bitcoin, they can easily be sent to anyone in the world, without any control or tracking. Such an event would have a negative effect on the economy of El Salvador. Six articles of the Bitcoin Law were modified, and three others were repealed as of January 29, 2025. See Risk Factor(s) above discussing the new rules under the provisions of the modified Bitcoin Law and their impact on the Company’s operations. · Environmental concerns about Bitcoin mining. The system on which Bitcoin is currently based consumes large amounts of electricity, making it particularly taxing for the environment. President Bukele believes that the country’s cheap, clean, and renewable geothermal energy from volcanoes can power Bitcoin mining rigs, thus reducing its carbon footprint. It is not clear at this time if such a solution would solve the environmental concerns.

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.

The Government of El Salvador (or its designated Chivo wallet operator) retains custody of the private keys associated with the Chivo wallet system. The Company’s role is strictly limited to operating the ATM infrastructure and facilitating the transfer of cash from the ATMs to the banks that Chivo transacts with. We do not have custody or manage Bitcoin on behalf of Chivo or its end users. Furthermore, the Company does not have access to end users of the Chivo system. The end users who participate in the Chivo wallet system, also do not have access to the private keys to the Chivo wallet. When the end user chooses to receive Bitcoins in the Chivo wallet, the end user agrees that the Government of El Salvador (or its designated Chivo wallet operator) retains custody of the private keys associated with the wallet. Since the Company is neither the custodian of the private keys nor is the Company involved in the transactions between the end users and Chivo, any compromise or loss of these private keys could adversely affect public confidence in the Chivo wallet system, negatively affecting its reputation or brand, and consequently potentially reducing the number of transactions conducted through Chivo-branded ATMs resulting in lowering associated management fees earned by the Company. However, based on the Company’s assessment, such loss or compromise of private keys associated with the Chivo wallet system, would likely have only limited potential impact on the Company’s overall business because revenues from Chivo represent an insignificant fraction of the Company’s total operations and revenues. No assurance can be made that the impact of any reputational risk will not be of a significant nature in the future.

The Company entered into certain agreements with the government of El Salvador, for the operation and management of the Chivo branded ATMs, however such contracts do not obligate the Company to assume the risk of loss or compromise of private keys associated with the Chivo wallet system.

Political and economic developments in El Salvador may adversely affect Bitcoin Law.

El Salvador'’s Bitcoin Law has been ~~greeted~~ greeted with skepticism from both Salvadorans and international financial institutions. The population might not fully embrace Bitcoin. Requiring every business to accept Bitcoin for goods and services without adequate access to technology, may be a difficult obstacle to overcome and Bitcoin Law can be changed if it remains unpopular under a successor administration. Any of these concerns could disrupt our operations in El Salvador and have a negative impact on the financial position of the Company. ~~Although~~It ~~several~~should ~~political~~be ~~leaders around the globe~~noted ~~have~~that ~~voiced~~six ~~support~~articles ~~for~~of the El Salvadorian Bitcoin Law ~~enacted~~were ~~by El Salvador~~modified, and ~~cryptocurrencies~~three ~~such~~others aswere ~~Bitcoin~~repealed ~~are~~as ~~widely~~of ~~used~~January ~~and~~29, ~~accepted~~2025. asSee Risk ~~forms~~Factor(s) ofabove ~~payment~~discussing inthe ~~many~~new ~~countries,~~rules nounder ~~other~~the ~~governments~~provisions ~~have~~of ~~taken~~the ~~official~~modified ~~steps~~Bitcoin toLaw ~~adopt~~and ~~cryptocurrency~~their asimpact ~~legal~~on ~~tender~~the Company’s operations.

There is a political discontent in El Salvador ~~with~~ with President Bukele'’s ouster of Supreme Court judges and the potential for the president to seek a second consecutive term. The presidential period is five years in El Salvador. Consecutive re-election is not permitted, though previously elected presidents may run for a second, non-consecutive term. Recently, El Salvador’s top court and its election authority have removed what seemed to be a constitutional ban on consecutive presidential reelection, ~~setting~~which ~~the~~has ~~stage~~resulted ~~for~~in President Nayib Bukele toseeking ~~potentially seek~~ a second term in 2024. IfPresident Bukele won his second term in February 2024 with the vote of 85%, however, if there is a change in El Salvador’s administration after ~~2024~~his five-year term expires, it may negatively affect Bitcoin Law and our operations in El Salvador.

Our contracts with the El Salvador government may be negatively impacted

We have entered into agreements with Elthe ~~Salvador's~~Government ~~Treasury~~of ~~department~~El Salvador, pursuant to which we have installed and are currently operating 200 Chivo Bitcoin ATMs in El Salvador, 10 Chivo Bitcoin ~~ATMs~~ ATMs at El Salvador consulates in the U.S., 45 Chivo Bitcoin ATMs in other U.S. locations, ~~and~~with 10 ATMs in storage (as of March 31, 2025), importing and delivering 950 Chivo POS terminals for local businesses in El Salvador to transact with ~~Bitcoin~~bitcoin, and developing and maintaining the software for the Chivo digital wallet. Each obligation comes with its own set of operational risks in addition to risks set forth herein, including but not limited to the volatile nature of crypto assets, data breach and crypto hacks, fraud conducted by users of the services offered by the Government of El Salvador, changes in U.S. and foreign laws and regulations, talent acquisition and retention, and general economic conditions. If we fail to fulfil our contractual obligations, our agreements may be terminated which may negatively impact our financial standing and reputation. ~~Our~~For ~~current~~the ~~agreements~~three months ended March 31, 2025, approximately 4.6% and for the twelve months ended December 31, 2024, approximately 2%, of our revenues have been from the El Salvador government through our white-label service. In December 2024, the Company entered into a new Master Services Agreement (“MSA”) and Service Level Agreement (“SLA”) with the Government of El Salvador, which expires in December 2027. In conjunction with the new MSA and SLA, the Company and CHIVO completed a financial settlement agreement to finalize balances owed between the parties and terminate the original MSA, Contracts and Addendums between the Company and the Department of Treasury of El Salvador. The settlement was effective as of April 2023 with full satisfaction of all obligations thereunder. Our agreements with the Government of El Salvador may also be modified or terminated by Elthe ~~Salvador’s Department~~ Government of ~~Treasury~~El Salvador for any reason including but not limited to regime change, additional competition, and loss of political support. Any such unfavorable change in our business operations in El Salvador, including the termination of any contracts with the ~~government~~Government of El Salvador, would adversely affect our revenues and profitability, and could negatively affect an investment in our shares of common stock. No white-label ATMs have been terminated by the El Salvador government through March 31, 2025. Please note that six articles of the Bitcoin Law were modified, and three others were repealed as of January 29, 2025. See Risk Factor(s) above discussing the new rules under the provisions of the modified Bitcoin Law and their impact on the Company’s operations.

Risk Factors Related to the Bitcoin Network, Wallets, Bitcoin, and Crypto Assets

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.

While the Bitcoin Network, and similar blockchain protocol networks, require a public key relating to a digital wallet to be published when used in a spending transaction, private keys must be safeguarded and kept private in order to prevent a third party from accessing the ~~bitcoin~~Bitcoin held in such wallet. To the extent a private key is lost, destroyed, or otherwise compromised and no backup of the private key is accessible, Athena will be unable to access the Bitcoin, or other ~~digital~~crypto ~~currency~~assets, held in the related digital wallet. Any loss of private keys relating to digital wallets used to to store Athena’s Bitcoin, or other crypto assets, could adversely affect anour business, financial condition and results of operations and ultimately any investment in our common stock. Our hot wallets are maintained by BitGo, a regulated third-party custodian, and not by Company personnel. The Company has engaged BitGo (a qualified custodian) to secure our digital assets. BitGo provides multi-signature wallet services and secure key management for the ~~Shares~~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 future and development of the Bitcoin Protocol and other blockchain technologies are subject to a variety of factors that are difficult to evaluate.

The further development and acceptance of ~~the~~ the Bitcoin Network and other cryptographic and algorithmic protocols governing the issuance of transactions in ~~bitcoin~~Bitcoin and other crypto asset, which represent a new and rapidly changing industry, are subject to a variety of factors that are difficult to evaluate. Athena does not participate in the development of the Bitcoin Network and has little to no influence over the software developers who write the code or the miners who run the Bitcoin Network. The slowing or stopping of the development or acceptance of the Bitcoin Network ~~may adversely~~could adversely affect anour business, financial condition and results of operations and ultimately any investment in ~~the~~our ~~Shares~~common stock.

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.

Cryptocurrency that may be used to buy and sell goods and services, among other things, are a new and rapidly evolving industry which is subject to a high degree of uncertainty. The factors affecting the further development of the digital asset industry, as well as the digital asset networks, include:

	·	continued worldwide growth in the adoption and use of cryptocurrencies;
	·	governmental and quasi-governmental regulation of cryptocurrencies and their use, or restrictions on or regulation of access to and operation of the digital asset network or similar cryptocurrency systems;
	·	the maintenance and development of the open-source software protocol of cryptocurrency networks;
	·	changes in consumer demographics and public tastes and preferences;
	·	the availability and popularity of other forms or methods of buying and selling goods and services, including new means of using fiat currencies;
	·	general economic conditions and the regulatory environment relating to cryptocurrency; and
	·	the impact of regulators focusing on cryptocurrencies and digital securities and the costs associated with such regulatory oversight. A decline in the popularity or acceptance of the digital asset networks could adversely affect an investment in us.

We are, or may in the future, be susceptible to risks arising from disruptions in crypto asset markets. Such risks could potentially result in, among other things:

	·	the depreciation of investments held in us, including the depreciation in the price of our publicly-traded stock;
	·	decreased user demand for our products and services;
	·	financing risks to us, including relating to our ability to obtain equity and debt financing;
	·	increased losses or impairments of the crypto assets held by us;
	·	legal proceedings and government investigations involving us or our affiliates or other third-parties with which we do business; or
	·	indirect risks to our business due to any adverse impact of recent or future crypto market disruptions on our users, suppliers or other counterparties.

Additionally, although we are not directly connected to recent crypto market events, we may still suffer reputational harm due to our association with the cryptocurrency industry in light of the recent disruption in, or as a result of any future disruptions in, the crypto asset markets. Specifically, recent negative publicity stemming from these market disruptions and speculation of potential future disruptions increases our risk of reputational harm simply by association with the industry.

Further, any future market disruptions resulting in overall decreased interest in Bitcoin could harm our business. The prevalence of cryptocurrency is a relatively recent trend, and the long-term adoption of cryptocurrency by investors, consumers, and businesses remains uncertain.

The number of user transactions and our transaction volumes is partially dependent on the price 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 due to an associated decrease in demand for our products and services. The price and trading volume of any cryptocurrency, including bitcoin, is subject to significant uncertainty and volatility, depending on a number of factors, as discussed elsewhere in this section under the subheading “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.”

Stable Coins may not have any intrinsic value.

Tether, USD Coin, Dai and TrueUSD are examples of stable coins. Stable coins are crypto assets designed to have a stable value over time as compared to typically volatile crypto assets and are typically marketed as being pegged to a Fiat Currency, most commonly the U.S. Dollar, at a rate of 1:1. Stable coins make up an estimated 7.04% of the total market cap of crypto assets. The largest stable coin is Tether, which is the third largest crypto asset by market cap at $144 billion per Coinmarketcap.com as of March 31, 2025. Some have argued that some stable coins, particularly Tether, are improperly issued without sufficient backing, and have also argued that those associated with certain stable coins may be involved in laundering money. On February 17, 2021, the New York Attorney General entered into an agreement with Tether’s operators, requiring them to cease any further trading activity with New York persons and pay $18.5 million in penalties for false and misleading statements made regarding the assets backing Tether. Terra (LUNA), another stable coin, collapsed in May 2022 due to issues with its algorithm, resulting in the stable coin losing all value. This sent shockwaves through the crypto market, with the total market cap of crypto assets decreasing by approximately 22% during May 2022. Volatility in stable coins, operational issues with stable coins (for example, technical issues that prevent settlement), concerns about the sufficiency of any reserves that support stable coins, or regulatory concerns about stable coin issuers or intermediaries, such as crypto asset spot markets, that support stable coins, could have a significant impact on the global crypto market.

A temporary or permanent blockchain “fork” to any supported crypto asset could adversely affect our business.

Blockchain protocols, including Bitcoin, Ethereum, and Litecoin, are open source. Any user can download the software, modify it, and then propose that Bitcoin, Ethereum, Litecoin, or other blockchain protocols users and miners adopt the modification. When a modification is introduced and a substantial majority of users and miners consent to the modification, the change is implemented and the Bitcoin, Ethereum, Litecoin, or other blockchain protocol networks, as applicable, remain uninterrupted. However, if less than a substantial majority of users and miners consent to the proposed modification, and the modification is not compatible with the software prior to its modification, the consequence would be what is known as a “fork” (i.e., “split”) of the impacted blockchain protocol network and respective blockchain, with one prong running the pre-modified software and the other running the modified software. The effect of such a fork would be the existence of two parallel versions of the Bitcoin, Ethereum, Litecoin, or other blockchain protocol network, as applicable, running simultaneously, but with each split network’s crypto asset lacking interchangeability.

Both Bitcoin and Ethereum protocols have been subject to “forks” that resulted in the creation of new networks, including Bitcoin Cash ABC, Bitcoin Cash SV, Bitcoin Diamond, Bitcoin Gold, Ethereum Classic, and others. Some of these forks have caused fragmentation among platforms as to the correct naming convention for forked crypto assets. Due to the lack of a central registry or rulemaking body, no single entity can dictate the nomenclature of forked crypto assets, causing disagreements and a lack of uniformity among platforms on the nomenclature of forked crypto assets, and which results in further confusion to customers as to the nature of assets they hold on platforms. In addition, several of these forks were contentious and as a result, participants in certain communities may harbor ill will towards other communities. As a result, certain community members may take actions that adversely impact the use, adoption, and price of Bitcoin, Ethereum, Litecoin, or any of their forked alternatives.

Furthermore, hard forks can lead to new security concerns. For instance, when the Ethereum and Ethereum Classic networks split in July 2016, replay attacks, in which transactions from one network were rebroadcast on the other network to achieve “double-spending”, plagued platforms that traded Ethereum through at least October 2016, resulting in significant losses to some crypto asset platforms. Similar replay attacks occurred in connection with the Bitcoin Cash and Bitcoin Cash SV network split in November 2018. Another result of a hard fork is an inherent decrease in the level of security due to the splitting of some mining power across networks, making it easier for a malicious actor to exceed 50% of the mining power of that network, thereby making crypto assets that rely on proof-of-work more susceptible to attack, as has occurred with Ethereum Classic.

Future forks may occur at any time. A fork can lead to a disruption of networks and our information technology systems, cybersecurity attacks, replay attacks, or security weaknesses, any of which can further lead to temporary or even permanent loss of our assets.

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.

To support any crypto asset ~~or blockchain token~~, a variety of front and back-end technical and development work is required to ~~implement~~ensure ~~our~~proper ~~wallet,~~operations ~~custody,~~including pricing, transfer, accounting, and other solutions for our Bitcoin ATM fleet, and to integrate such supported crypto asset with our existing infrastructure. For certain ~~crypto~~ crypto assets, a significant amount of development work is required and there is no guarantee that we will be able to integrate successfully with any existing or future crypto asset~~, token, or stable coin~~. In addition, such integration may introduce software errors or weaknesses into our platform, including our existing infrastructure. Even if such integration is initially successful, any number of technical changes, software upgrades, soft or hard forks, cybersecurity incidents, or other changes to the underlying blockchain network may occur from time to time, causing incompatibility, technical issues, disruptions, or security weaknesses to our platform. If we are unable to identify, troubleshoot and resolve any such issues successfully, we may no longer be able to support such crypto assets, our assets may be frozen or lost, the security of our crypto asset wallets may be compromised, and technical infrastructure may be affected, all of which could adversely impact our business.

18If miners or validators of any crypto asset network demand high transaction fees, our operating results may be adversely affected.

IfWe ~~miners~~pay orminer ~~validators~~fees when transmitting crypto assets including bitcoin to customers upon completion of ~~any~~their purchase. In addition, we also pay miner fees when we move crypto assets for various ~~asset~~operational ~~network~~purposes, ~~either~~such ~~that~~as when we ~~provide~~transfer tobitcoin ~~customers~~between orour ~~hold~~regional ~~for~~wallets. ~~other~~However, ~~reasons~~miner fees can be unpredictable. For instance, in ~~demand~~2017, ~~high~~Bitcoin miner fees increased from approximately $0.35 per transaction in January 2017 to over $50 per transaction in December 2017. Even though Bitcoin’s miner fees have since decreased to an average of $1.276 per transaction on March 31, 2025, if the demand for Bitcoin remains at current levels, we could experience high costs in excess of our ~~operating~~historical ~~results~~performance. ~~may~~Although we attempt to beadjust ~~adversely~~our ~~affected~~pricing to pass through these expenses to our customers, we have in the past incurred, and expect to incur from time to time, losses associated with the payment of miner fees in excess of what we charge our customers, resulting in adverse impacts on our operating results.

We pay miner fees when transmitting crypto assets including Bitcoin to customers upon completion of their purchase. In addition, we also pay miner fees when we move crypto assets for various operational purposes, such as when we transfer Bitcoin between our regional wallets. However, miner fees can be unpredictable. For instance, in 2017, Bitcoin miner fees increased from approximately $0.35 per transaction in January 2017 to over $50 per transaction in December 2017. Even though Bitcoin’s miner fees have since decreased to $18 per transaction as of March 4, 2021, if the demand for Bitcoin remains at current levels, we could experience high costs in excess of our historical performance. Although we attempt to adjust our pricing to pass through these expenses to our customers, we have in the past incurred, and expect to incur from time to time, losses associated with the payment of miner fees in excess of what we charge our customers, resulting in adverse impacts on our operating results.

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.

~~The~~Our ~~SEC~~business ~~and~~is ~~its~~subject ~~staff~~to ~~have~~extensive ~~taken the position that certain crypto assets fall within the definition of a “security” under the U.S. federal securities~~ laws., ~~The legal test~~rules, ~~for~~regulations, ~~determining~~policies, ~~whether~~orders, ~~any given crypto asset is a security is a highly complex~~determinations, ~~fact-driven analysis that evolves over time~~directives, and ~~the outcome~~legal isand ~~difficult~~regulatory tointerpretations ~~predict.~~and ~~The SEC generally does not provide advance~~ guidance orin ~~confirmation on~~ the ~~status~~markets ofin ~~any particular~~which ~~crypto~~we ~~asset~~operate. asThe ascope ~~security.~~of ~~Furthermore~~laws, ~~the~~rules, ~~SEC’s views in this area have evolved over time~~ and itregulations ~~is difficult to predict the direction or timing of any continuing evolution. It is also possible~~ that acan ~~change in the governing administration or the appointment of new SEC commissioners could substantially~~ impact ~~the~~our ~~views~~business ofis ~~the~~expansive ~~SEC~~ and ~~its~~includes ~~staff.~~certain ~~Public~~of ~~statements by senior officials at~~ the ~~SEC~~ ~~indicate~~ requirements that ~~the~~apply ~~SEC does not intend~~ to ~~take~~financial ~~the~~services, ~~position~~money ~~that~~transmission, ~~Bitcoin~~privacy orprotection, ~~Ether~~cybersecurity, ~~are~~electronic payments, securities ~~(in~~and ~~their current form). Bitcoin~~commodities ~~and~~regulation, ~~Ether~~data ~~are~~governance, ~~the~~data ~~only~~protection, ~~crypto~~fraud ~~assets~~detection, asmarketing to(including ~~which senior officials at~~ the ~~SEC~~Telephone ~~have~~Consumer ~~publicly~~Protection ~~expressed~~Act ~~such~~of ~~a view. Moreover~~1991), ~~such statements~~civil ~~are~~rights ~~not~~(including ~~official policy statements by~~ the ~~SEC~~Americans ~~and~~with ~~reflect~~Disabilities ~~only the speakers’ views~~Act, which ~~are~~generally ~~not~~requires, ~~binding~~among onother ~~the~~things, ~~SEC~~that orour ~~any~~Athena ~~other agency~~Bitcoin orATMs ~~court and cannot~~ be ~~generalized~~ accessible to ~~any~~individuals ~~other~~with ~~crypto~~disabilities, ~~asset.~~such ~~With~~as ~~respect~~visually- toimpaired ~~all~~persons), ~~other~~competition, ~~crypto~~bankruptcy, ~~assets~~tax, ~~there~~anti-bribery, iseconomic ~~currently~~and ~~no certainty~~trade ~~under~~sanctions, ~~the~~anti-money ~~applicable legal test that such assets are not securities~~laundering, ~~notwithstanding~~and ~~the conclusions we may draw based on our risk~~counter-~~based assessment~~terrorist ~~regarding~~financing ~~the~~as ~~likelihood~~well ~~that~~as abespoke ~~particular crypto asset could be deemed a “security” under applicable laws. Similarly~~cryptocurrency, ~~though~~ ~~the SEC’s Strategic Hub for Innovation~~ and ~~Financial~~related ~~Technology~~cryptocurrency ~~published~~laws ~~a framework for analyzing whether any given crypto~~that ~~asset~~have isbeen aadopted ~~security~~ in ~~April~~some ~~2019,~~jurisdictions ~~this~~that ~~framework~~can isimpact ~~also~~cryptocurrency ~~not a rule~~custody, ~~regulation~~cryptocurrency orexchange ~~statement~~and oftransfer, ~~the~~as ~~SEC~~well as cross-border and isdomestic ~~not~~cryptocurrency ~~binding on the SEC~~transmission.

We currently offer only Bitcoin, Ethereum, Litecoin, and BCH for sale at all our ATM machines. We also operate an over-the-counter (“OTC”) desk for private clients and trade customers of the Company. Since 2019, we have been typically buying and selling Bitcoin through our OTC desk, but we have also facilitated transactions in Ethereum, Litecoin, and in some cases, Ankr (1 transaction in 2021), Monero (1 transaction in 2019), Bitcoin SV (1 transaction in each 2019 and 2020), Ripple (1 transaction in 2019), Siacoin (3 transactions in 2019), Tether (5 transactions in 2021), and Tron (1 transaction in 2019). As of September 30, 2021, we do not anticipate transacting in any other crypto assets except Bitcoin, Ethereum, Litecoin, and BCH.41

~~The~~We ~~classification~~evaluate ofall aproducts ~~crypto~~and ~~asset~~services asprior ~~a security~~to launch under ~~applicable~~U.S. ~~law~~federal ~~has~~and ~~wide-ranging~~applicable ~~implications~~international ~~for~~securities ~~the~~laws. ~~regulatory~~As ~~obligations~~part ~~that~~of ~~flow~~determining ~~from~~whether ~~the~~a ~~offer,~~particular ~~sale,~~crypto ~~trading,~~asset ~~and~~is ~~clearing~~a security for purposes of ~~such~~the ~~assets.~~federal ~~For~~securities ~~example~~laws, awe ~~crypto~~have ~~asset~~taken ~~that~~into isaccount a number of factors, including the various definitions of “security” inunder the ~~United~~federal ~~States~~securities ~~may~~laws ~~generally~~and ~~only~~federal becourt ~~offered~~decisions orinterpreting ~~sold~~elements of these definitions, such as the U.S. Supreme Court’s decisions in the Howey and Reves cases, ~~United States~~as ~~pursuant~~well toas areports, ~~registration~~orders, press ~~statement~~releases, ~~filed~~public ~~with~~statements and speeches by the SEC orand inits anstaff ~~offering~~providing ~~that~~guidance ~~qualifies~~on ~~for~~when ana ~~exemption~~digital ~~from~~asset ~~registration.~~may ~~Persons~~be a security for ~~that~~purposes ~~effect~~of ~~transactions~~the infederal ~~crypto~~securities ~~assets~~laws. ~~that~~Depending ~~are~~on ~~securities~~its incharacteristics, ~~the~~a ~~United~~digital ~~States~~asset may be ~~subject~~considered toa ~~registration~~“security” under ~~with~~ the ~~SEC~~federal assecurities laws. 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19The SEC and its staff have taken the position that certain crypto assets fall within the definition of a “security” under the U.S. federal securities laws. The SEC’s Strategic Hub for Innovation and Financial Technology published a framework for analyzing whether any given crypto asset is a security in April 2019. The legal test for determining whether any given crypto asset is a security is a highly complex, fact-driven analysis that evolves over time. We have established policies and practices to evaluate each crypto asset that we sell to customers, as discussed above, including applying the Howey and Reves tests, as may be applicable, to each crypto asset that we sell to customers. The Howey test is a legal framework outlined by the U.S. Supreme Court to determine whether a transaction qualifies as an investment contract (security) and would be subject to U.S. securities laws. This test requires the following four criteria to be met: investment of money, expectations of profits, common enterprise and reliance on the efforts of others. The crypto assets that the Company sells to customers do not meet all four of these definitions. The Company does not believe that Bitcoin and Bitcoin Cash meet the criterion of satisfying the definition of a common enterprise; as investors are not pooling their funds, there is no promoter or issuer and they have never sought public funds to help develop its technology. Further, an investor’s success is not reliant on the efforts of others. The Company evaluated Ethereum, including the assessment of the impacts of the change from proof-of-work to proof-of-stake and concludes that Ethereum does not meet the definition of a security as it does not satisfy the common enterprise criterion or the reliance of others criterion. We believe that the Ethereum network remains decentralized and that there is no horizontal or vertical commonality between validators. Horizonal and vertical commonality requires the entrepreneurial efforts of a promoter, which the Company believes that Ethereum does not have. Profits (rewards) are determined primarily based on each validator’s individual effort and they do not expect rewards from the efforts of other validators. The Company further notes that the Company has not provided staking abilities and benefits to customers for Ethereum, resulting in no change in the Company’s conclusion that Ethereum does not meet the Howey test.

We have considered and determined that the recent completion of Ethereum’s transition to Proof-of-Stake consensus, known as “the Merge”, has not caused Ethereum to have become a security for a variety of reasons including, but not limited to those discussed below. Consistent with the holdings in recent federal court cases involving Ripple and Terraform, we believe that whether something is an investment contract under the Howey test is a transaction-specific assessment that does not attach to the underlying object of that transaction as the underlying object of a transaction is not itself “a contract, transaction or scheme.” We therefore believe that a digital asset such as Ethereum cannot itself be an investment contract security, including after the Merge. We also believe that Ethereum is a consumable commodity that is not a security. Ethereum was used in making gas fee payments on the Ethereum Network prior to the Merge and continues to be extensively used in this capacity after the Merge. The Merge also introduced a new use for Ethereum as part of the new consensus mechanism, which provides further evidence that Ethereum is a consumable commodity and not a security. We further believe that any expectations of profit a purchaser of Ethereum may possess from their purchase depends on the overall market for Ethereum, not any identifiable “other” or issuer as required in the Howey test. Specifically, we believe that Ethereum’s value derives from the supply and demand for useful applications built on the Ethereum Network. We believe this to be the case before the Merge and continues to be the case after the Merge. We also believe that even if a holder of Ethereum expects profits based upon the action of persons directly involved in updating the Ethereum Network’s code, or in publishing new blocks of transactions on the Ethereum Network, the group of persons involved in such activities is sufficiently decentralized such that there is no “other” upon whom a purchaser could rely for Howey purposes. There were thousands of developers working on the Ethereum Network’s code before the Merge, and there continue to be today, and the same can be said of thousands of miners publishing blocks on the Ethereum Network. We therefore believe that the Ethereum Network remains “sufficiently decentralized” and that Ethereum is not a security. We have also considered that, similar to profits that could be sought from mining under proof of work, any profits realized from validating Ethereum transactions only accrue to those who affirmatively engage in validation efforts, rather than holders of Ethereum more generally. Any of these profits are also based on the validator’s own efforts to engage in validation, and not the efforts of identifiable “others” more generally. We believe Ethereum is not a security because futures contracts with Ethereum as the underlying asset continue to be offered by trading platforms regulated only by the Commodity Futures Trading Commission (CFTC), even after the Merge. In addition, we have considered generally whether the Merge may have caused Ethereum to be classified as a security under Reves or any other instrument making up the definition of “security” in the Securities Act, the Exchange Act and the Investment Company Act, and concluded that it did not.

We believe that we have applied the proper legal standards in determining that Ethereum is not a security in light of the uncertainties inherent in the Howey and Reves tests. In light of these uncertainties and the fact-based nature of the analysis, we acknowledge that Ethereum may currently be a security, based on the facts as they exist today, or may in the future be found by the SEC or a federal court to be a security under the federal securities laws notwithstanding our prior conclusion; and our prior conclusion, even if reasonable under the circumstances, would not constitute a legal determination binding on regulators or the courts and would not preclude legal or regulatory action based on the presence of a security.

The Company does not believe that Tether or Litecoin meet the criterion of expectation of profit and therefore they are not securities. While Tether is a stable coin that is pegged to the U.S. Dollar, Litecoin is not a stable coin, and it is valued based on market value.

We currently offer only Bitcoin for sale at all our ATM machines. We also operate Athena Plus for private clients and trade customers of the Company. We buy and sell Bitcoin through our Athena Plus services, but we have also facilitated transactions in other crypto assets prior to July 19, 2023. For the three months ended March 31, 2025, we had 41 Athena Plus transactions for Bitcoin. For the year ended December 31, 2024, we had 83 Athena Plus transactions for Bitcoin. For the year ended December 31, 2023, we had 113 and 6 Athena Plus transactions for Bitcoin and Ethereum, respectively. Since July 19, 2023, we do not transact, or make offers to transact with our customers, in any crypto assets except Bitcoin. We may offer additional cryptocurrencies in the future only if there were significant customer demand for a specific crypto asset and that crypto asset was available to us through multiple trading partners, crypto exchanges and crypto asset brokers.

We believe that we have applied the proper legal standards in determining that the crypto assets we sell to customers are not a “security” in light of the uncertainties inherent in the Howey and Reves tests. In light of these uncertainties and the fact-based nature of the analysis, we acknowledge that a crypto asset we sell to customers may currently be a security, based on the facts as they exist today, or may in the future be found by the SEC or a federal court to be a security under the federal securities laws notwithstanding our prior conclusion based on our analysis; and our prior conclusion, even if reasonable under the circumstances, would not constitute a legal determination binding on regulators or the courts, and would not preclude legal or regulatory action based on the presence of a security.

The classification of a crypto asset as a security under applicable law has wide-ranging implications for the regulatory obligations that flow from the offer, sale, trading, and clearing of such assets. For example, a crypto asset that is a security in the United States may generally only be offered or sold in the United States pursuant to a registration statement filed with the SEC or in an offering that qualifies for an exemption from registration. Persons that effect transactions in crypto assets that are securities in the United States may be subject to registration with the SEC as a “broker” or “dealer.” Platforms that bring together purchasers and sellers to trade crypto assets that are securities in the United States are generally subject to registration as national securities exchanges, or must qualify for an exemption, such as by being operated by a registered broker-dealer as an alternative trading system, or ATS, in compliance with rules for ATSs. Persons facilitating clearing and settlement of securities may be subject to registration with the SEC as a clearing agency. If Bitcoin, Ether, Litecoin, and BCH or any other crypto asset we transacted in the past as listed above, is deemed to be a security under any U.S. federal, state, or foreign jurisdiction, or in a proceeding in a court of law or otherwise, it may have adverse consequences for such supported crypto asset (if it is still being used in our transactions) or for our Company if it is determined that certain securities laws were violated and we may be subject to regulatory scrutiny, investigation and penalties. Moreover, the networks on which such supported crypto assets are utilized may be required to be regulated as securities intermediaries, and subject to applicable rules, which could effectively render the network impracticable for its existing purposes. Further, it could draw negative publicity and a decline in the general acceptance of the crypto asset. Also, it may make it difficult for such supported crypto asset to be traded, cleared, and custodied as compared to other crypto assets that are not considered to be securities. Additionally, new laws, regulations, or interpretations may result in litigation, regulatory investigations, and enforcement or other actions, including preventing or delaying us from offering certain products or services, or could impact how we offer such products and services. Foreign jurisdictions may have similar regulations and licensing, registration, and qualification requirements.

Any failure to obtain or maintain necessary money transmission and virtual currency business activity registrations and licenses could adversely affect our operations.

In the United States, we have obtained licenses to operate as a money transmitter, or the equivalent, in the states where we understand such licenses or equivalent are required to conduct our business. We also currently operate in states where we do not believe we are required, or have been informed by the relevant jurisdiction that we are not required, to obtain money transmitter licenses or any other required licenses. This belief is based on our analysis of the applicable laws and regulations and/or our communications with the regulators in the relevant jurisdiction. We plan to apply for money transmitter or virtual currency licenses or their equivalents in additional jurisdictions as needed. As we obtain additional licenses, we may be required to bear substantial costs to comply with the requirements of the additional states or jurisdictions. If our licenses are not renewed, we are denied licenses in additional states or jurisdictions where we choose to apply for a license, or jurisdictions that have previously not required a license require a license in the future, we could be forced to seek a license or change our business practices.

As a money services business and a money transmitter, we are subject to a range of legal obligations and requirements including bonding, net worth maintenance, user notice and disclosure, reporting, recordkeeping and cybersecurity requirements, and obligations that apply to the safeguarding of third-party funds and crypto assets. In addition, the licensed entity within our corporate structure is subject to inspection and examination by the state licensing agencies and certain actions involving that entity, such as changes in controlling equity holders, board members, and senior management, may require regulatory approval. Further, if we were found by these regulators to be in violation of any applicable laws, rules, or regulations, we could be subject to fines, penalties, lawsuits, and enforcement actions, additional compliance requirements, increased regulatory scrutiny of our business, restriction of our operations, or damage to our reputation or brand. Regulatory requirements are constantly evolving, and we cannot predict whether we will be able to meet changes to existing regulations or the introduction of new regulations without such compliance harming our business, financial condition, and operating results.

Certain jurisdictions have enacted rules that require money transmitters, money services businesses, or virtual currency businesses to establish and maintain transaction monitoring, filtering, scanning and cybersecurity. programs. Wherever we are subject to these rules, we are required to adopt business practices that require additional expenditures and impact our operating results.

Additionally, if federal, state, or international regulators were to take actions that limit or prohibit us or our business partners from continuing to operate our business or their businesses as currently operated, whether by imposing additional requirements, compliance obligations or sanctions, such actions could harm our business. Any change to our business practices that makes our service less attractive to users or prohibits use of our services by residents of a particular jurisdiction could decrease our transaction volume and harm our business.

Risk Factors Related to Current and Future Regulations and Other Law Enforcement Actions

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.

Current regulations acknowledge and allow for companies to sell ~~Bitcoin~~bitcoin and other crypto assets in the United States and other countries where Athena operates. If regulations change to disallow the sale of ~~Bitcoin~~bitcoin or other crypto assets such a change could have a negative impact on revenues and adversely affect an investment in ~~the~~our ~~Shares~~common stock. Current regulations require Know Your Customer (“KYC”) information be collected as part of a Customer Information Program (“CIP”). If regulations change and require significantly more information to be collected from customers, this change may have a negative impact on customer behavior and could adversely affect an investment in the Shares.

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.

If regulations change and require significantly more information to be collected from customers, this change may have a negative impact on customer behavior and could adversely affect our business, financial condition and results of operations and ultimately any investment in our common stock.

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.

Our business is subject to extensive laws, rules, regulations, policies, orders, determinations, directives, and legal and regulatory interpretations and guidance in the markets in which we operate. The scope of laws, rules, and regulations that can impact our business is expansive and includes certain of the requirements that apply to financial services, money transmission, privacy protection, cybersecurity, electronic payments, securities and commodities regulation, data governance, data protection, fraud detection, marketing. civil rights (including the Americans with Disabilities Act, which generally requires, among other things, that our employees be accessible to individuals with disabilities), competition, bankruptcy, tax, anti-bribery, economic and trade sanctions, anti-money laundering, and counter-terrorist financing. These laws include bespoke cryptocurrency and cryptocurrency laws that have been adopted in some jurisdictions that can impact cryptocurrency custody, exchange, and transfer, cross-border and domestic crypto asset transmissions.

Many of these laws, rules and regulations were adopted prior to the advent of the internet, mobile technologies, crypto assets and related technologies. As a result, some applicable laws, rules and regulations may not contemplate or address unique issues associated with crypto assets or the digital financial system, may be subject to significant uncertainty, and may vary widely across U.S. federal, state, and local and international jurisdictions. These legal and regulatory regimes evolve frequently and may be modified, interpreted, and applied in an inconsistent manner from one jurisdiction to another, and may conflict with one another. Moreover, the complexity and evolving nature of our business and the significant uncertainty surrounding the regulation of cryptocurrencies and the digital financial system requires us to exercise our judgment as to whether certain laws, rules, and regulations apply to us, and it is possible that governmental bodies and regulators may disagree with our conclusions. See also “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”.

To the extent we have not complied with such laws, rules, and regulations, we could be subject to significant fines, revocation of authorizations, registrations or licenses, limitations on our products and services, whistleblower complaints, reputational harm, and other regulatory consequences, each of which may be significant and could adversely affect our business, operating results, and financial condition.

In addition to existing laws, rules and regulations, various governmental and regulatory bodies, including legislative and executive bodies, in the U.S. and in other jurisdictions may adopt new laws, rules, regulations and regulatory requirements. For example, we could become subject to laws, regulations or other regulatory action imposing restrictions, disclosure requirements or limitations on the transaction fees that we are able to charge our users for bitcoin transactions, including the markup at which we sell bitcoin to users and the separate flat transaction fee that we charge. As a result, we may not be able to sell bitcoin at a profitable margin, which would adversely affect our revenue and financial condition. Furthermore, new interpretations of existing laws, rules, and regulations may be issued by such bodies or the judiciary, which may adversely impact the development of the digital financial system as a whole and our legal and regulatory status in particular by changing how we operate our business, how our products and services are regulated, and what products or services we and our competitors can offer, requiring changes to our compliance and risk mitigation measures, imposing new registration or licensing requirements, or imposing a total ban on certain bitcoin transactions, as has occurred in certain jurisdictions in the past.

We are subject to ongoing supervision, examination, oversight, and reviews and currently are, and expect in the future, to be subject to investigations and inquiries, by U.S. federal and state regulators, and foreign financial service regulators. As a result of findings from these reviews and examinations, regulators have, are, and may in the future require us to take certain actions, including amending, updating, or revising our compliance policies and procedures from time to time, limiting the kinds of users that we provide services to, changing, terminating, or delaying our registrations or licenses and the introduction of our existing or new product and services, and undertaking further external audits. From time to time, we may receive examination reports citing violations of rules and regulations, inadequacies in existing compliance programs, and requiring us to enhance certain practices with respect to our compliance program, including user due diligence, transaction monitoring, training, and regulatory reporting and recordkeeping. Implementing appropriate measures to properly remediate these examination findings may require us to incur significant costs, and if we fail to properly remediate any of these examination findings, we could face civil litigation, significant fines, damage awards, forced removal of certain employees including members of our executive team, barring of certain employees from participating in our business in whole or in part, revocation of existing authorizations, registrations or licenses, limitations on existing and new products and services, reputational harm, negative impact to our existing relationships with regulators, exposure to criminal liability, or other regulatory consequences. Further, we believe increasingly strict legal and regulatory requirements and additional regulatory investigations and enforcement, any of which could occur or intensify, may continue to result in changes to our business practices, as well as increased costs, and supervision and examination for ourselves and our service providers. Moreover, new laws, rules, regulations, or interpretations may result in additional litigation, regulatory investigations, and enforcement or other actions, including preventing or delaying us from offering certain products or services offered by our competitors or could impact how we offer such products and services. Adverse changes to, or our failure to comply with, any laws, rules, and regulations have had, and may continue to have, an adverse effect on our reputation and brand and our business, operating results, and financial condition.

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.

Although currently the use of crypto assets generally is not restricted in most countries, countries such as China and Russia have taken harsh regulatory actions to curb the use of cryptocurrencies and may continue to take regulatory actions in the future that could severely restrict the right to acquire, own, hold, sell or use cryptocurrencies or to exchange them for Fiat Currency. In September 2021, China instituted a blanket ban on all cryptocurrency transactions and mining, including services provided by overseas cryptocurrency exchanges in mainland China, effectively making all cryptocurrency-related activities illegal in China. In other nations, including Russia, it is illegal to accept payment in cryptocurrency for consumer transactions, and banking institutions are barred from accepting deposits of Bitcoin or other cryptocurrencies. In January 2022, the Central Bank of Russia called for a ban on crypto asset activities ranging from mining to trading. While our operations are currently limited to the U.S. and Latin America, such restrictions may adversely affect our growth potential or us if the restrictions limit the large-scale use of cryptocurrency or if the use of cryptocurrency becomes confined to certain regions globally. Such circumstances could have a material adverse effect on our business, prospects, operating results, and financial condition.

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.

The digital financial system is continually being developed and the new laws are being proposed and enacted. As a result, many policymakers are just beginning to consider what a regulatory regime for cryptocurrency should look like and the elements that would serve as the foundation for such a regime. As cryptocurrency has grown in both popularity and market size, various U.S. federal, state, and local and foreign governmental organizations, consumer protection agencies, and public advocacy groups have been examining the operations of cryptocurrency networks, users and platforms, with a focus on how cryptocurrencies can be used to launder the proceeds of illicit activities, fund criminal or terrorist enterprises, and the safety and soundness of platforms and other service providers that hold cryptocurrencies for users. Many of these entities have called for heightened regulatory oversight, and have proposed legislation and regulations, undertaken enforcement actions and/or issued consumer advisories describing the risks posed by cryptocurrencies to users and investors. The impacts of such potential and proposed heightened regulatory oversight are not yet known. For example, on November 20, 2023, the California Department of Financial Protection and Innovation (“DFPI”) issued an invitation for comments on a potential rulemaking relating to two new California laws that will impose sweeping obligations on companies engaged in virtual currency activities in California and with California residents. The first law, Assembly Bill 39, prohibits people from engaging in digital financial asset business activity – or holding themselves out as being able to engage in digital financial asset business activity – without meeting certain criteria and obtaining a license from the DFPI, including compliance obligations and stable coin approvals among other guidelines. The second, Senate Bill 401, imposes requirements on operators of digital financial asset transaction kiosks. The DFPI refers to the two bills collectively as the Digital Financial Assets Law. 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.

Competitors, including traditional financial services, have spent years cultivating professional relationships with relevant policymakers on behalf of their industry so that those policymakers may understand that industry, the current legal landscape affecting that industry, and the specific policy proposals that could be implemented to responsibly develop that industry. The lobbyists working for these competitors have similarly spent years developing and working to implement strategies to advance these industries. Members of the digital financial system have started to engage policymakers directly and with the help of external advisors and lobbyists, but this work is still in a relatively nascent stage. As a result, new laws, rules, and regulations may be proposed and adopted in the U.S. and internationally, or existing laws, rules, and regulations may be interpreted in new ways, that harm the digital financial system or digital asset businesses, which could adversely impact our business.

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.

If we expand our activities to other countries we do not currently operate in, we may become obligated to comply with additional laws, rules, regulations, policies, and legal interpretations of both the jurisdictions in which we operate and those into which we offer products and services on a cross-border basis. For instance, financial regulators outside the U.S. have in recent months significantly increased their scrutiny of digital asset exchanges, such as by requiring digital asset exchanges operating in their local jurisdictions to be regulated and licensed under local laws. Moreover, laws regulating financial services, the internet, mobile technologies, cryptocurrencies, and related technologies outside of the U.S. are evolving, extensive and could impose different, more specific, or even conflicting obligations on us, as well as broader liability. In addition, we are required to comply with laws, rules, and regulations related to economic sanctions and export controls enforced by U.S. Department of Commerce’s Bureau of Industry and Security, and U.S. anti-money laundering and counterterrorist financing laws, rules, and regulations enforced by FinCEN and certain state financial services regulators. U.S. sanctions and export control laws and regulations generally restrict dealings by persons subject to U.S. jurisdiction with certain jurisdictions that are the target of comprehensive embargoes, currently the Crimea Region, the Donetsk People’s Republic of Ukraine, the Luhansk People’s Republic of Ukraine, Cuba, Iran, North Korea, and Syria, as well as with persons, entities, and governments identified on certain prohibited party lists. Moreover, as a result of the Russian invasion of Ukraine, the U.S., the E.U., the United Kingdom, and other jurisdictions have imposed wide-ranging sanctions on Russia and Belarus and persons and entities associated with Russia and Belarus. There can be no certainty regarding whether such governments or other governments will impose additional sanctions, or other economic or military measures against Russia or Belarus.

We have an Office of Foreign Assets Control (“OFAC”) compliance program in place that includes monitoring of IP addresses to identify prohibited jurisdictions and of blockchain addresses that have either been identified by OFAC as prohibited or that otherwise are believed by us to be associated with prohibited persons or jurisdictions. Nonetheless, there can be no guarantee that our compliance program will prevent transactions with particular persons or addresses or prevent every potential violation of OFAC sanctions, and our expansion into additional jurisdictions may subject us to additional risks related to use of our services by sanctioned persons.

From time to time, we have submitted voluntary disclosures to OFAC or responded to administrative subpoenas from OFAC. Certain of these voluntary self-disclosures are currently under review by OFAC. To date, none of those proceedings has resulted in a monetary penalty or finding of violation. Any present or future government inquiries relating to sanctions could result in negative consequences for us, including costs related to government investigations, financial penalties, and harm to our reputation. The impact on us related to such matters could be substantial. Although we have implemented controls and are working to implement additional controls and screening tools designed to prevent sanctions violations, there is no guarantee that we will not inadvertently provide access to our products and services to sanctioned parties or jurisdictions in the future.

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. Conversely, if regulations diverge worldwide, we may face difficulty adjusting our products, services, and other aspects of our business with the same effect. The complexity of U.S. federal and state and international regulatory and enforcement regimes could result in a single event prompting numerous overlapping investigations and legal and regulatory proceedings by multiple government authorities across different jurisdictions. Any of the foregoing could, individually or in the aggregate, harm our reputation, damage our brands and business, and adversely affect our operating results and financial condition. Due to the uncertain application of existing laws, rules, and regulations, it may be that, despite our regulatory and legal analysis concluding that certain products and services are currently unregulated, such products or services may indeed be subject to financial regulation, licensing, or authorization obligations that we have not obtained or with which we have not complied. As a result, we are at a heightened risk of enforcement action, litigation, regulatory, and legal scrutiny which could lead to sanctions, cease and desist orders, or other penalties and censures which could significantly and adversely affect our continued operations and financial condition.

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.

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. The California Consumer Protection Act, which became effective on January 1, 2020, imposes heightened data privacy requirements on companies that collect information from California residents. If we are unable to meet any such requirements, we may be subject to significant fines or penalties. As the number of jurisdictions enacting privacy and related laws increases and the scope of these laws and enforcement efforts expands, we will increasingly become subject to new and varying requirements. Failure to comply with existing or future data privacy laws, rules, regulations and requirements, including by reason of inadvertent disclosure of personal information, could result in significant adverse consequences, including reputational harm, civil litigation, regulatory enforcement, costs of remediation, increased expenses for security systems and personnel, and harm to our users. These consequences could materially adversely affect our business, financial condition and results of operations.

In addition, we make information available to certain U.S. federal and state agencies, as well as certain foreign, government agencies in connection with regulatory requirements to assist in the prevention of money laundering and terrorist financing and pursuant to legal obligations and authorizations. In recent years, we have experienced increasing data sharing requests by these agencies, particularly in connection with efforts to prevent terrorist financing or reduce the risk of identity theft. During the same period, there has also been increased public attention to the corporate use and disclosure of personal information, accompanied by legislation and regulations intended to strengthen data protection, information security, and consumer privacy. These regulatory goals may conflict, and the law in these areas may not be consistent or settled. While we believe that we are compliant with our regulatory responsibilities, the legal, political, and business environments in these areas are rapidly changing, and subsequent legislation, regulation, litigation, court rulings or other events could expose us to increased program costs, liability and reputational damage that could have a material adverse effect on our business, financial condition, and results of operations.

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.

Due to the new and evolving nature of cryptocurrencies and the absence of comprehensive legal and tax guidance with respect to digital asset products and transactions, many significant aspects of the U.S. and foreign tax treatment of transactions involving cryptocurrencies, such as the purchase and sale of cryptocurrencies, are uncertain, and it is unclear whether, when and what guidance may be issued in the future on the treatment of digital asset transactions for U.S. and foreign income tax purposes. In 2014, the IRS released Notice 2014-21, discussing certain aspects of “virtual currency” for U.S. federal income tax purposes and, in particular, stating that such virtual currency (i) is “property,” (ii) is not “currency” for purposes of the rules relating to foreign currency gain or loss, and (iii) may be held as a capital asset. In 2019, the IRS released Revenue Ruling 2019-24 and a set of “Frequently Asked Questions” (which have been periodically updated), that provide additional guidance, including guidance to the effect that, under certain circumstances, hard forks of digital currencies are taxable events giving rise to ordinary income and guidance with respect to the determination of the tax basis of virtual currency. However, this guidance does not address other significant aspects of the U.S. federal income tax treatment of cryptocurrencies and related transactions.

There continues to be uncertainty with respect to the timing, character and amount of income inclusions for various digital asset transactions. Although we believe our treatment of digital asset transactions for federal income tax purposes is consistent with existing guidance provided by the IRS and existing U.S. federal income tax principles, because of the rapidly evolving nature of digital asset innovations and the increasing variety and complexity of digital asset transactions and products, it is possible the IRS and various U.S. states may disagree with our treatment of certain digital asset transactions for U.S. tax purposes, which could adversely affect our users and our business. Similar uncertainties exist in the foreign markets in which we operate, affecting our non-U.S. user base, and these uncertainties and potential adverse interpretations of tax law could affect our non-U.S. users and the vitality of our platforms outside of the U.S. There can be no assurance that the IRS, the U.S. state revenue agencies or other foreign tax authorities, will not alter their respective positions with respect to cryptocurrencies in the future or that a court would uphold the treatment set forth in existing guidance. It also is unclear what additional guidance may be issued in the future on the treatment of existing digital asset transactions and future digital asset innovations for purposes of U.S. tax or other foreign tax regulations. Any such alteration of existing IRS, U.S. state and foreign tax authority positions or additional guidance regarding digital asset products and transactions could result in adverse tax consequences for holders of cryptocurrencies and could have an adverse effect on the value of cryptocurrencies and the broader cryptocurrency markets. Future technological and operational developments that may arise with respect to cryptocurrencies may increase the uncertainty with respect to the treatment of cryptocurrency for U.S. and foreign tax purposes. The uncertainty regarding tax treatment of digital asset transactions impacts our users, and could adversely impact our business, including if the volume of cryptocurrency transactions decreases due to an adverse tax effect.

Sanctions could cause us to cease operations in foreign countries or dealings with foreign citizens.

Sanctions, such as those promulgated by the U.S. Department of Treasury, could be brought against countries where the Company operates, or against citizens of certain countries regardless of where they reside. Ceasing operations in such a country would have a negative impact on revenues and the Company may also incur ~~extraordinary~~ extraordinary costs which may adversely impact an investment in ~~the~~our ~~Shares~~common stock.

Heightened scrutiny by regulators could be detrimental to the operations of the Company or its brand image.

Our existing operations and any future operations or investments may become the subject of heightened scrutiny by regulators, stock exchanges and other authorities in the United States or globally. As a result, we may be subject to significant direct and indirect interaction with public officials. There can be no assurance that this heightened scrutiny will not in turn lead to the imposition of certain restrictions on our ability to operate or invest in ~~the~~ the United States or any other jurisdiction, in addition to those described herein. Further any negative connotations directed at the ~~Company~~ Company by such public officials could be detrimental to the Company’s brand image and adversely impact an investment in ~~the~~our ~~Shares~~common stock.

We or our assets may become subject to federal and state asset forfeiture laws which could negatively impact our business operations or financial position.

Violations of any federal laws and regulations could result in significant fines, penalties, administrative sanctions, convictions, or settlements arising from civil proceedings conducted by either the federal government or private citizens, or criminal charges, including, but not limited to, seizure of assets, disgorgement of profits, cessation of business activities or divestiture.

As an entity that conducts business in cash (physical currency), we are potentially subject to federal and state forfeiture laws (criminal and civil) that permit the government to seize the proceeds of suspected criminal activity. Civil forfeiture laws could provide an alternative for the federal government or any state (or local police force) that wants to discourage residents from conducting transactions with crypto asset related businesses. Also, an individual can be required to forfeit property suspected to be the proceeds of a crime even if the individual is not charged or convicted of a crime. Many law enforcement agencies consider large amounts of cash to be suspicious of criminal activity and have been known to seize such property when discovered. Any seizure or forfeiture of the Company’s assets, even if only temporary, could disrupt its normal operations or financial position and negatively affect an investment in ~~the~~our ~~Shares~~common stock.

Regulators and payment processors have historically taken actions relating to access to banking services, which could materially adversely affect our business.

Actions by the U.S. Department of Justice (the “Justice Department”), the Federal Deposit Insurance Corporation, (“FDIC”), and certain state regulators beginning in 2013, referred to as “Operation Choke Point,” appear to have been intended to discourage banks and payment processors from providing access to banking for certain businesses that are considered high-risk. This heightened regulatory scrutiny by the Justice Department, the FDIC and other regulators has caused various banks and payment processors to cease doing business with Bitcoin ATM companies or companies who do business with Bitcoin ATM companies, without consideration of the actual risk to the banks or processors, simply to avoid heightened federal and state regulatory scrutiny. The operation was officially ended in August 2017; however, future discouragement by the Justice Department, the FDIC, or the Office of the Comptroller of the Currency (“OCC”) could cause the Company, or its service providers including locations where the Company places its fleet of Bitcoin ATMs, to have restricted access to the U.S. financial system as provided by banks, payment providers, or other financial intermediaries, and that could have a negative impact on the Company’s operations, its ability to perform its contractual obligations, or its financial position.

If the Company is unable to satisfy data protection, security, privacy, and other government- and industry-specific requirements, its growth could be harmed.

There are several data protections, security, privacy, and other government and industry-specific requirements, including those that require companies to notify individuals of data security incidents involving certain types of personal data, enacted across various jurisdictions globally. In addition, our agreements to deliver software may have requirements for the protection of user data. Security compromises or cyberattacks could harm the Company’s reputation, erode market confidence in the effectiveness of its security measures and reliability of its endorsements, negatively impact its ability to attract new clients, or cause clients to stop using the Company’s services.

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.

The accounting rules and regulations that we must comply with are complex and subject to interpretation by the Financial Accounting Standards Board (the “FASB”), the SEC, and various bodies formed to promulgate and interpret appropriate accounting principles. In addition to the United States, the Company operates in several Latin American countries that may or may not offer similar accounting treatments to some of the Company’s transactions. This could have a significant effect on the ability of the Company to offer comparable results segmented by country in the future. A change in these principles or interpretations could have a significant effect on our reported financial results and may even affect the reporting of transactions completed before the announcement or effectiveness of a change. Recent actions and public comments from the FASB and the SEC have focused on the integrity of financial reporting and internal controls. In addition, many companies’ accounting policies are being subject to heightened scrutiny by regulators and the public. Further, there has been limited precedents for the financial accounting of crypto assets and related valuation and revenue recognition, and no official guidance has been provided by the FASB or the SEC. As such, there remains significant uncertainty on how companies can account for crypto asset transactions, crypto asset balances, derivatives and liabilities denominated in crypto asset tokens, and related revenue and expense. Uncertainties in or changes to regulatory or financial accounting standards could result in the need to change our accounting methods and restate our financial statements and impair our ability to provide timely and accurate consolidated financial information, which could adversely affect our financial statements, result in a loss of investor confidence, and more generally impact our business, operating results, and financial position.

On December 13, 2023, the FASB issued ASU 2023-08, Intangibles – Goodwill and Other – Crypto Assets (Subtopic 350-60): Accounting for and Disclosure of Crypto Assets, which addresses the accounting and disclosure requirements for certain crypto assets. The new guidance requires entities to subsequently measure certain cryptocurrencies at fair value, with changes in fair value recorded in net income in each reporting period. When adopting the standard, entities are required to record a cumulative-effect adjustment to retained earnings as of the beginning of the annual period of adoption. Retrospective restatement would not be required or allowed for prior periods. For all entities, the ASU’s amendments are effective for fiscal years beginning after December 15, 2024, including interim periods within those years. Early adoption is permitted. If an entity adopts the amendments in an interim period, it must adopt them as of the beginning of the fiscal year that includes that interim period. The Company adopted this ASU as of January 1, 2025. There was no material impact on the financial statements due to the Company’s holding period of crypto assets being typically two days or less.

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.

Certain media reports have asserted that laws and regulations regarding cryptocurrencies and related transactions and activities should be broader and more restrictive. In many cases, these media reports can focus on fees charged to users, which are often alleged to be higher than the fees typically charged by banks or similar institutions, as well as marketing tactics, which are alleged to target socioeconomically vulnerable communities. The fees and marketing strategies associated with our kiosks are from time to time characterized by consumer advocacy groups and media reports as predatory or abusive without discussing the numerous benefits to users. If the negative characterization of our marketing strategies and/or fee structure becomes increasingly accepted by current or potential new users of our ATMs, demand for our products and services could decrease, which could have a material adverse effect on our business, results of operations and financial condition.

If we are unable to effectively respond to such characterizations, or if there are modifications to our fee model, including as a result of changes in or the adoption of any laws or regulations imposing restrictions or limitations on the markup at which we sell bitcoin to users, we may experience declines in user loyalty and transactions, which could have a material adverse effect on our business, results of operations and financial condition. Additionally, any actions by our competitors that are challenged by users, advocacy groups, the media or governmental agencies or entities as being abusive or predatory, could result in our products and services being perceived as unlawful or inappropriate activities or business practices, merely because we operate in the same general industries as such competitors. Such perception, whether or not accurate, could have a material adverse effect on our business, results of operations and financial condition, and as a result, the value of our common stock.

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.

We have been, and in the future may be, subject to allegations and complaints that individuals or entities have used our products and services for fraud-induced money transfers, as well as certain money laundering activities, which may result in fines, penalties, judgments, settlements and litigation expenses. We also are the subject from time to time of litigation related to our business (see “Item 1. Legal Proceedings”). The outcome of such allegations, complaints, claims and litigation cannot be predicted.

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 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. The outcome of class action lawsuits, including securities litigation, regulatory actions and investigations and other litigation is difficult to assess or quantify but may include substantial fines and expenses, as well as the revocation of required authorizations, registrations or licenses or the loss of approved status, which could have a material adverse effect on our business, financial position, and results of operations or users’ confidence in our business. Plaintiffs or regulatory agencies in these lawsuits, actions or investigations may seek recovery of very large or indeterminate amounts, and the magnitude of these actions may remain unknown for substantial periods of time. The cost to defend or settle future lawsuits or investigations may be significant. In addition, improper activities, lawsuits or investigations involving third-parties may adversely impact our business operations or reputation even if we are not directly involved.

New regulation or legislation may impact our business operations and financial results.

The Gross Proceeds and Basis Reporting by Brokers and Determination of Amount Realized and Basis for Digital Asset Transactions effective in September 2024, requires brokers, including digital asset trading platforms, digital asset payment processors, and certain digital asset hosted wallets, to file information returns, and furnish payee statements, on dispositions of digital assets effected for customers in certain sale or exchange transactions. The impact of these regulations on businesses can be significant.

These regulations could increase compliance costs, create operational challenges, cause our general and administrative costs to increase and potentially impact the profitability of our businesses.

To comply with laws adopted by the United States government or other United States or foreign regulatory bodies, we may be required to increase our expenditures and hire additional personnel and additional outside legal, accounting and advisory services, all of which may cause our general and administrative and compliance costs to increase without an ability to pass through any increased expenses through higher prices considering that other federal and state regulations may also place restrictions on volume, margin and pricing.

The Company is diligently monitoring developments related to these regulations, but the ultimate outcome and the specific requirements that may be imposed remain uncertain. The uncertainty surrounding the interpretation and enforcement of these regulations may create additional challenges in our digital asset transactions and reporting practices as the regulatory landscape evolves.

Risk Factors Related to Intellectual Property

Our intellectual property rights are valuable, and any inability to protect them could adversely impact our business, operating results, and financial condition.

Our business depends in large part on our proprietary technology and our brand. We rely on, and expect to continue to rely on, a combination of trademark, trade dress, domain name, copyright, and trade secret and laws, as well as confidentiality and license agreements with our employees, contractors, consultants, and third parties with whom we have relationships, to establish and protect our brand and other intellectual property rights. However, our efforts to protect our intellectual property rights may not be sufficient or effective. Our proprietary technology and trade secrets could be lost through misappropriation or breach of our confidentiality and license agreements, and any of our intellectual property rights may be challenged, which could result in them being narrowed in scope or declared invalid or unenforceable. There can be no assurance that our intellectual property rights will be sufficient to protect against others offering products, services, or technologies that are substantially like ours and that compete with our business.

We may in the future be sued by third parties for alleged infringement of their proprietary rights.

In recent years, there has been considerable patent, copyright, trademark, domain name, trade secret and other intellectual property development activity in the crypto economy, as well as litigation, based on allegations of infringement or other violations of intellectual property, including by large financial institutions. Furthermore, individuals and groups (collectively “patent trolls”) can purchase patents and other intellectual property assets for the purpose of making claims of infringement to extract settlements from companies like ours. Our use of third-party intellectual property rights also may be subject to claims of infringement or misappropriation. We cannot guarantee that our internally developed or or acquired technologies and content do not or will not infringe the intellectual property rights of others. From time to time, our competitors or other third parties may claim that we are infringing upon or misappropriating their intellectual property rights, and we may be found to be infringing upon such rights. Any claims or litigation could cause us to incur significant expenses and, if successfully asserted against us, could require that we pay substantial damages or ongoing royalty payments, prevent us from offering our products or services or using certain technologies, force us to implement expensive workarounds, or impose other unfavorable terms. We expect that the occurrence of infringement claims is likely to grow as the market grows and matures. Accordingly, our exposure to damages resulting from infringement claims could increase and this could further exhaust our financial and management resources. Further, during any litigation, we may make announcements regarding the results of hearings and motions, and other interim developments. If securities analysts and investors regard these announcements as negative, the market price of our common stock may decline. Even if intellectual property claims do not result in litigation or are resolved in our favor, these claims, and the time and resources necessary to resolve them, could divert the resources of our management and require significant expenditures. Any of the foregoing could prevent us from competing effectively and could have an adverse effect on our business, operating results, and financial condition and negatively affect an investment in ~~the~~our ~~Shares~~common stock.

Risk Factors Related to Our Employees and Other Service Providers

Our management team has limited experience managing a public company.

Our management team has limited experience managing a publicly traded company, interacting with public company investors, and complying with the increasingly complex laws pertaining to public companies. Our management team may not successfully or efficiently manage our transition to being a public company subject to significant regulatory oversight and reporting obligations under the federal securities laws and the continuous scrutiny of securities analysts, Reddit commenters, Twitter posters, and investors. These new obligations and constituents will require significant attention from our senior management and could divert their attention away from the day-to-day management of our business, which could adversely affect our business, operating results, and financial position.

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.

We operate in a new industry that is not widely understood and requires highly skilled and technical personnel. We believe that our future success is highly dependent on the talents and contributions of our senior management team, ~~including Eric Gravengaard, our co-founder and Chief Executive Officer,~~ members of our executive team, and other key employees across operations, customer support, finance, and compliance. Our future success depends on our ability to attract, develop, motivate, and retain highly qualified and skilled employees. Due to the nascent nature of the crypto asset industry, in particular the Bitcoin ATM market, the pool of qualified talent is extremely limited, particularly with respect to executive talent, engineering, cross-border operations, risk management, and financial regulatory expertise. We face intense competition for qualified individuals from numerous software, finance and other technology companies. To attract and retain key personnel, we incur significant costs, including salaries, benefits and equity incentives. Even so, these measures may not be enough to attract and retain the personnel we require to operate our business effectively. The loss of even a few qualified employees, or an inability to attract, retain and motivate additional highly skilled employees required for the planned expansion of our business could adversely impact our operating results and impair our ability to grow.

We currently rely and are dependent on one third-party service provider for certain aspects of our operations, and any interruptions in services provided by that third party may impair our ability to support our customers.

We rely on and are dependent on one third party, Genesis Coin, in connection with many aspects of our business operations, including primarily the supply of our Bitcoin ATMs and the development of related software systems that provide advanced security protections, which are critical to our operations. Although we use other suppliers of Bitcoin ATMs, primarily outside the U.S., our main income is generated by the ATMs that we purchase from Genesis Coin. Because we rely heavily on one third party to provide these services and to facilitate certain of our business activities, we face increased operational risks. We do not control the operation of that third party. That third party may be subject to financial, legal, regulatory, and labor issues, cybersecurity incidents, break-ins, computer viruses, denial-of-service attacks, sabotage, acts of vandalism, privacy breaches, service terminations, disruptions, interruptions, and other misconduct. They may also be vulnerable to damage or interruption from human error, power loss, telecommunications failures, fires, floods, earthquakes, hurricanes, tornadoes, pandemics (including the COVID-19 pandemic) and similar events. In addition, we do not have a written contract with that third party and our relationship is based on oral agreement and previous working relationship. That third party may breach such oral agreement with us, refuse to continue to provide their services to us, take actions that degrade the functionality of our services, impose additional costs or requirements on us, or give preferential treatment to competitors. There can be no assurance that such third party that provides services to us will continue to do so on acceptable terms, or at all. If such a third party does not adequately or appropriately provide its services or perform its responsibilities to us, we may be unable to procure alternatives in a timely and efficient manner and on acceptable terms, or at all, and we may be subject to business disruptions, losses or costs to remediate any of the deficiencies, customer dissatisfaction, reputational damage, legal or regulatory proceedings, or other adverse consequences which could harm our business.

In the event of employee or service provider misconduct or error, our business may be adversely impacted.

Employee or service provider misconduct or error could subject us to legal liability, financial losses, and regulatory sanctions and could seriously harm our reputation and negatively affect our business. Such misconduct could include engaging in improper or unauthorized transactions or activities, misappropriation of of funds, identity theft, misappropriation of information, failing to supervise other employees or service providers, and improperly ~~using~~ using confidential information. Employee or service provider errors, including mistakes in executing, recording, or processing transactions for customers, could expose us to the risk of material losses even if the errors are detected. Although we have implemented processes and procedures and provide ~~trainings~~training to our employees and service providers to reduce the likelihood of misconduct and error, these efforts may not be successful. Moreover, the risk of employee or service provider error or misconduct may be even greater for novel products ~~and~~ and services. It is not always possible to deter misconduct, and the precautions we take to prevent and detect such activities may not be be effective in all cases. If we were found to have not met our regulatory oversight, compliance and other obligations, we could be subject to regulatory sanctions, financial penalties, and restrictions on our activities for failure to properly identify, monitor and ~~respond~~ respond to potentially problematic activity and seriously damage our reputation. Our employees, contractors, and agents could also commit ~~errors~~ errors that subject us to financial claims for negligence, as well as regulatory actions, or result in financial liability. Further, ~~allegations~~ allegations by regulatory or criminal authorities of improper trading activities could affect our brand and reputation.

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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.

We frequently engage in a wide variety of transactions and maintain relationships with a significant number of other firms in the broad economy surrounding Bitcoin, blockchain and ~~crypto~~other crypto assets. These transactions and relationships could create potential conflicts of interests in management decisions that we make. For instance, certain ~~of our~~ officers, directors, and employees of the Company are active investors in crypto projects themselves, and may make investment ~~decisions~~ decisions that favor projects that they have personally invested in. Many of our large shareholders also make investments in these crypto projects.

Similarly, certain ~~of our~~ directors, officers, employees, and large shareholders of the Company may hold crypto assets or have other beneficial ownership of sponsors of such crypto assets, tokens, or stable coins that we are considering supporting with our Bitcoin ATM fleet and may be more supportive of such listing notwithstanding legal, regulatory, and other issues associated with such crypto assets. If we fail to manage these conflicts of interests, our business may be harmed and the brand, reputation and credibility of our company may be adversely affected.

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.

We must retain the services of our key employees and strategically recruit and hire new talented employees. Our future business and results of operations depend in significant part upon the continued contributions of our senior management personnel, particularly our Chief Executive Officer, Matias Goldenhörn. If we lose his services or if he fails to perform in his current position, or if we are not able to attract and retain skilled personnel as needed, our business could suffer. Significant turnover in our senior management could significantly deplete our institutional knowledge held by our existing senior management team. We depend on the skills and abilities of these key personnel in managing our operations, product development, marketing and sales aspects of our business, any part of which could be harmed by turnover in the future.

Moving forward, should the services of Mr. Goldenhörn be lost for any reason, we will incur costs associated with recruiting replacements and any potential delays in operations which this may cause. If we are unable to replace such individual with a suitably trained alternative individual(s), we may be forced to scale back or curtail our business plan.

Risk Factors Related to Ownership of Our Common Stock

Our founders, ~~officers~~single ~~and~~major ~~directors~~shareholder, and director control, and ~~will~~may continue to control, our Company for the foreseeable future, including the outcome of matters requiring shareholder approval.

Our founders, ~~officers~~along ~~and~~with ~~directors~~a ~~collectively~~single major shareholder, beneficially own approximately 6975.8% of our outstanding shares of common stock. AsIn aparticular ~~result, such individuals will, for~~ the ~~foreseeable future,~~founders ~~have~~include ~~the~~Eric ~~ability~~Gravengaard, ~~acting~~who beneficially ~~together,~~owns to28.1% ~~control the election~~ of our ~~directors~~outstanding ~~and~~shares ~~the outcome~~ of ~~corporate~~common ~~actions requiring shareholder approval~~stock, ~~such~~and ~~as:~~Tom ~~(i)~~Kerestes, awho ~~merger~~beneficially orowns a10.5% ~~sale~~ of our ~~company,~~outstanding ~~(ii) a sale~~ shares of ~~all~~common orstock. ~~substantially~~Michael ~~all~~Komaransky ofis ~~our~~the ~~assets,~~single ~~and~~major ~~(iii)~~shareholder ~~amendments to~~who ~~our~~beneficially ~~articles~~owns ~~of incorporation and bylaws~~37.1% ~~This concentration~~ of ~~voting~~the ~~power~~Company. ~~and~~Combined, ~~control~~these ~~could~~three beneficially ~~have~~own aapproximately ~~significant~~75.8% ~~effect~~of inour ~~delaying, deferring,~~outstanding orshares ~~preventing~~of ancommon ~~action~~stock. ~~that~~While ~~might~~such ~~otherwise~~persons behave ~~beneficial~~not toformed ~~our~~a ~~other~~group ~~shareholders~~ and behave ~~disadvantageous~~not decided to ~~our~~vote ~~shareholders with~~together ~~interests~~on ~~different~~Company ~~from~~matters, ~~those~~such ~~entities~~persons ~~and~~will ~~individuals.~~collectively, ~~Certain~~for ofthe ~~these~~foreseeable ~~individuals~~future, ~~also~~ have ~~significant~~the ~~control~~ability, ~~over~~if ~~our~~acting ~~business~~together, ~~policies~~to ~~and~~control ~~affairs~~the aselection ~~officers or directors~~ of our ~~Company.~~directors ~~In addition, Messrs. Gravengaard~~ and ~~Komaransky,~~the ~~have~~outcome ~~ability to control who is elected to our board~~ of ~~directors~~corporate ~~pursuant~~actions torequiring ~~the~~shareholder ~~voting agreement~~approval, such as: ~~amended,~~(i) ~~they~~a ~~entered~~merger ~~into.~~or a ~~See~~sale ~~“Management~~of ~~and~~our ~~Certain~~company, ~~Security~~(ii) ~~Holders”~~a ~~for~~sale ~~further~~of ~~discussion~~all ofor ~~the~~substantially ~~board~~all of ~~directors’~~our ~~structure~~assets, and ~~principal~~(iii) ~~shareholders’~~amendments ~~agreements. Therefore, you should not invest in reliance on your ability~~ to ~~have~~our ~~any~~articles ~~control~~of ~~over~~incorporation ~~our Company~~and bylaws.

Our ~~securities~~majority stockholders may behave ~~treated~~interests, with asrespect ~~“Penny Stocks”~~to their common stock, that ~~may~~are ~~make~~different ~~them~~from ~~less~~other ~~desirable~~holders orof ~~accessible~~our common stock and the concentration of voting power held by ~~investors~~our ormajority ~~potential~~stockholders ~~investors~~may have an adverse effect on the price of our common stock.

~~Rule~~In ~~15g-9~~addition, ~~under~~this ~~the~~concentration ~~Securities~~of ~~Exchange~~ownership ~~Act~~might ofadversely ~~1934,~~affect ~~as amended (~~the ~~“Exchange~~market ~~Act”)~~price ~~establishes the definition~~ of aour ~~“penny~~common stock,” ~~for~~by: ~~the~~(1) ~~purposes relevant to us~~delaying, asdeferring ~~any~~or ~~equity~~preventing ~~security that has~~ a ~~market~~change ~~price~~ of ~~less~~control ~~than $5.00 per share or with an exercise price~~ of ~~less~~our ~~than~~Company; ~~$5.00~~(2) impeding ~~per~~a ~~share~~merger, ~~subject~~ toconsolidation, ~~certain~~takeover ~~exceptions.~~or ~~For~~other ~~any~~business ~~transaction~~combination involving aour ~~penny~~Company; ~~stock,~~or ~~unless exempt, the rules require:~~ (a3) ~~that~~discouraging a ~~broker~~potential ~~or dealer~~acquirer ~~must~~from ~~approve~~making a ~~person’s~~tender ~~account~~offer ~~for~~or ~~transactions~~otherwise inattempting ~~penny~~to ~~stocks;~~obtain ~~and~~control ~~(b)~~of ~~the~~our ~~broker~~Company. orAdditionally, ~~dealer~~the ~~must~~interests ~~receive~~of ~~from~~our majority stockholders ~~the~~may ~~investor~~differ afrom ~~written~~the ~~agreement~~interests toof the ~~transaction,~~other ~~setting~~shareholders ~~forth~~and ~~the~~thus ~~identity~~result ~~and~~in ~~quantity~~corporate ofdecisions ~~the~~that ~~penny~~are ~~stock~~adverse to beother ~~purchased~~shareholders.

Any investor who purchases shares in the Company will be a minority shareholder and as such will have little to no say in the direction of the Company and the election of directors. Additionally, it will be difficult for investors to remove our current directors, which will mean they will remain in control of who serves as officers of the Company as well as whether any changes are made in the Board of Directors. As a potential investor in the Company, you should keep in mind that even if you own shares of the Company’s common stock and wish to vote them at annual or special shareholder meetings, your shares will likely have little effect on the outcome of corporate decisions. Because of the voting control of our majority stockholders, investors may find it difficult to replace our management if they disagree with the way our business is being operated. Additionally, the interests of our majority stockholders may differ from the interests of the other shareholders and thus result in corporate decisions that are adverse to other shareholders. This concentrated control limits or severely restricts other shareholders’ ability to influence corporate matters and our majority stockholders may take actions that some of our shareholders do not view as beneficial, each of which could reduce the market price of our securities.

Our securities are “Penny Stocks” that may make them less desirable or accessible by investors or potential investors.

Rule 15g-9 under the Exchange Act establishes the definition of a “penny stock,” for the purposes relevant to us, as any equity security that has a market price of less than $5.00 per share or with an exercise price of less than $5.00 per share, subject to certain exceptions. For any transaction involving a penny stock, unless exempt, the rules require: (a) that a broker or dealer must approve a person’s account for transactions in penny stocks; and (b) the broker or dealer must receive from the investor a written agreement to the transaction, setting forth the identity and quantity of the penny stock to be purchased.

In order to approve a person’s account for transactions in penny stocks, the broker or dealer must: (a) obtain financial information and investment experience objectives of the person and (b) make a reasonable determination that the transactions in penny stocks are suitable for that person and the person has sufficient knowledge and experience in financial matters to be capable of evaluating the risks of transactions in penny stocks.

The broker or dealer must also deliver, prior to any transaction in a penny stock, a disclosure schedule prescribed by the SEC relating to the penny stock market, which, in highlight form: (a) sets forth the basis on which the broker or dealer made the suitability determination; and (b) confirms that the broker or dealer received a signed, written agreement from the investor prior to the transaction. Generally, brokers may be less willing to execute transactions in securities subject to the “penny stock” rules. This may make it more difficult for investors to dispose of our common stock and cause a decline in the market value of our common stock.

Disclosure also has to be made about the risks of investing in penny stocks in both public offerings and in secondary trading and about the commissions payable to both the broker or dealer and the registered representative, current quotations for the securities and the rights and remedies available to an investor in in cases of fraud in penny stock transactions. Finally, monthly statements have to be sent disclosing recent price information for the ~~penny~~ penny stock held in the account and information on the limited market in penny stocks. ~~Management believes that the penny stock rules could discourage investor interest in and limit the marketability of our Shares.~~

23The issuance of common stock upon conversion of our convertible debenture will cause immediate and substantial dilution to existing shareholders.

On January 31, 2020, the Company entered into a convertible debenture agreement with KGPLA. The convertible debenture provided for a principal amount of $3,000,000, with a maturity date of January 31, 2025, which was extended to January 31, 2026. Interest as defined by the agreement is 8% per annum. KGPLA has the option to convert the outstanding principal and accrued interest balance into common stock of the Company at the lower of $0.012 per share or a 20% discount to the next major financing or change in control. The convertible debenture was amended and restated as of May 15, 2023, and became a secured, and not general unsecured, obligation of the Company, on par with the notes issued pursuant to the Senior Secured Loan Agreement entered into as of the same date. As of March 31, 2025 and December 31, 2024, the outstanding principal amount of the debenture was $3,000,000 and $3,000,000, respectively.

The issuance of common stock upon conversion of the convertible debenture will result in immediate and substantial dilution to the interests of other stockholders. The availability of shares of common stock upon conversion of the convertible debenture for public resale, as well as any actual resales of these shares, could adversely affect the trading price of our common stock. We cannot predict the size of future issuances of our common stock upon the conversion of our convertible debenture, or the effect, if any, that future issuances and sales of shares of our common stock may have on the market price of our common stock. Sales or distributions of substantial amounts of our common stock upon the conversion of our convertible debenture, or the perception that such sales could occur, may cause the market price of our common stock to decline.

In addition, the common stock issuable upon the conversion of our convertible debenture may represent overhang that may also adversely affect the market price of our common stock. Overhang occurs when there is a greater supply of a company’s stock in the market than there is demand for that stock. When this happens the price of our stock will decrease, and any additional shares which stockholders attempt to sell in the market will only further decrease the share price. If the share volume of our common stock cannot absorb shares sold by holders of the convertible debenture, then the value of our common stock will likely decrease.

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.

The market price of our common stock has in the past been, and in the future may continue to be subject to wide fluctuations in response to factors beyond our control, including:

	·	the number of shares of common stock publicly owned and available for trading;
	·	overall performance of the equity markets or publicly-listed financial services, cryptocurrency and technology companies;
	·	our actual or anticipated operating performance and the operating performance of our competitors;
	·	changes in the projected operational and financial results we provide to the public or our failure to meet those projections;
	·	failure of securities analysts to initiate or maintain coverage of us, changes in financial estimates by any securities analysts who follow our company or our failure to meet the estimates or the expectations of investors;
	·	any major change in our board of directors, management or key personnel;
	·	the highly volatile nature of the digital financial system and the prices of cryptocurrencies;
	·	rumors and market speculation involving the digital financial system or us or other companies in our industry;
	·	announcements by us or our competitors of significant innovations, new products, services, features, integrations or capabilities, acquisitions, strategic investments, partnerships, joint ventures, or capital commitments; and
	·	other events or factors, including those resulting from political instability, and acts of war, or terrorism, or responses to these events, including the current conflict in Ukraine.

In addition, broad market and industry fluctuations, as well as general macroeconomic, political and market conditions such as recessions, interest rate changes or international currency fluctuations, may negatively impact the market price of our common stock. In the past, companies that have experienced volatility in the market price of their stock have been subject to securities class action litigation. Securities litigation against us could result in substantial costs and divert our management’s attention from other business concerns, which could harm our business.

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.

We prepare our consolidated financial statements in accordance with U.S. ~~generally accepted accounting principles (“~~GAAP”). These principles are subject to interpretation by the SEC and various bodies formed to interpret and create appropriate accounting principles and guidance. A change in these principles or guidance, or in their interpretations, may have a significant effect on our reported results and retroactively affect previously reported results.

Our ~~Shares~~common ~~are~~stock is subject to FINRA sales ~~practice~~ practice requirements that may make them less desirable or accessible by investors or potential investors.

The U.S. Financial Industry Regulatory Authority (“FINRA”) has adopted rules that require a broker-dealer to have reasonable grounds for believing that an investment is suitable for a customer before recommending an investment to a customer. Prior to recommending speculative, low -priced securities to non-institutional customers, broker-dealers must make reasonable efforts to obtain information about the customer'’s financial status, tax status, ~~investment~~ investment objectives, and other information. Pursuant to the interpretation of these rules, FINRA believes that there is a high probability ~~that~~ that speculative, low -priced securities will not be suitable for at least some customers. Thus, the FINRA requirements make it more difficult for broker-dealers to recommend ~~the~~our ~~Common~~common ~~Shares~~stock to customers which may limit an investor'’s ability to buy and sell ~~the~~our ~~Common~~common ~~Shares~~stock, have an adverse effect on the market for ~~the~~our ~~Common~~common ~~Shares~~stock, and thereby negatively impact the price of ~~the~~our ~~Common~~common ~~Shares~~stock.

~~Our Shares may be subject to dilution.~~56

WeOur ~~may~~common ~~make~~stock ~~future acquisitions or enter financings or other transactions involving the issuance of securities of the Company which~~ may be ~~dilutive~~subject to ~~the other shareholders and any new equity securities issued could have rights, preferences, and privileges superior to those of holders of Common Shares~~dilution.

We may make future acquisitions or enter financings or other transactions involving the issuance of securities of the Company which may be dilutive to the other shareholders and any new equity securities issued could have rights, preferences, and privileges superior to those of holders of our common stock.

We have never paid dividends on our common stock and have no plans to do so in the future.

Holders of shares of our common stock are ~~entitled~~ entitled to receive such dividends as may be declared by our ~~board~~Board of ~~directors~~Directors. To date, we have paid no cash dividends on our shares of common stock, and we do not expect to pay cash dividends on our common stock in the foreseeable future. We intend to retain future earnings, if any, to provide funds for operations of our business. Therefore, any return investors in our common stock may have, will be in the form of appreciation, if any, in the market value of their shares of common stock. See “Dividend Policy.” In addition, the terms of the Senior Secured Loan Agreement related to the Amended and Restated Convertible Debenture dated May 15, 2023 preclude us from paying dividends without the written consent of the lender.

We will indemnify and hold harmless our officers and directors to the maximum extent permitted by Nevada law.

Our bylaws provide that we will indemnify and hold harmless our officers and directors against claims arising from our activities, to the maximum extent permitted by Nevada law. In addition, if we are called upon to perform under our indemnification agreements entered into with each one of our directors, then the portion of our assets expended for such purpose would reduce the amount otherwise available for our business.

We may engage in acquisitions, mergers, strategic alliances, joint ventures, and divestures that could result in results that are different than expected.

In the normal course of business, we engage in discussions relating to acquisitions, equity investments, mergers, strategic alliances, joint ventures, and divestitures. Such transactions are accompanied by a number of risks, including the use of significant amounts of cash, potentially dilutive issuances of equity securities, incurrence of debt on potentially unfavorable terms, accruement of impairment expenses related to goodwill and amortization expenses related to other intangible assets, the possibility that we overpay for an acquisition relative to the economic benefits that we ultimately derive from such acquisition, and various potential difficulties involved in integrating acquired businesses into our operations.

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 Common Shares are subject to liquidity risks.~~57

Our Common Stock is ~~quoted~~subject on the OTC Pink Market Tier of the OTC Markets under the symbol “ABIT”. On [●], 2022, the last reported sale of our Common Stock was $[●] per share. As of the date of this prospectus, our Common Stock is quoted on the OTC Pink, and it is not otherwise regularly quoted on any other over-the-counter market or exchange. We intend for our shares to ~~trade on the OTCQB, an inter-dealer, over-the-counter market that provides significantly less~~ liquidity ~~than other national or regional exchanges~~risks. However, there is no guarantee that our shares will be listed on the OTCQB, or any other "over- the- counter" marketplace. Moreover, securities traded on the OTCQB are usually thinly traded, highly volatile, have fewer market makers and are not followed by analysts. The SEC's order handling rules, which apply to NASDAQ-listed securities, do not apply to securities quoted on the OTCQB. Quotes and other important information for stocks listed on the OTCQB are not listed in newspapers and may be incorrectly listed by prominent financial websites. Therefore, prices for securities traded solely on the OTCQB may be difficult to obtain and holders of our securities may be unable to resell their securities at or near their original acquisition price, or at any price.

WeOur ~~cannot~~common ~~predict~~stock atis ~~what~~quoted ~~prices~~on the ~~common~~ ~~shares~~OTC Pink Market Tier of the ~~Company~~OTC ~~will~~Markets ~~trade~~under the symbol “ABIT”. The high and ~~there~~low ~~can~~sales beprices noof ~~assurance~~our ~~that~~common anstock ~~active~~over ~~trading~~the ~~market~~prior ~~will~~52 ~~develop~~weeks was or$0.021 beand ~~sustained~~$0.264, ~~There~~ respectively. As of the date of this prospectus, our common stock is aquoted ~~significant~~on ~~liquidity~~the ~~risk~~OTC ~~associated~~Pink, ~~with~~and anit ~~investment~~is innot otherwise regularly quoted on any other over-the-counter ~~Company~~market or exchange.

The ~~shares~~Company ofand ~~our~~its common stock we may ~~issue~~be negatively inaffected ~~the~~if ~~future~~any ~~and~~of the ~~options~~Company’s werestricted ~~may~~securities ~~issue~~are inresold ~~the~~without ~~future~~registration ~~may~~or ~~have~~ an ~~adverse~~available ~~effect~~exemption onfrom ~~the~~registration requirements ~~market~~under ~~price~~the ofSecurities ~~our common stock and cause dilution to investors~~Act.

WeOn ~~may~~March ~~issue~~17, 2022, the Company learned that one million shares of its restricted common stock ~~and~~owned ~~warrants to~~by ~~purchase~~an ~~common~~existing ~~stock~~shareholder ~~pursuant~~were transferred by its transfer agent to ~~private~~another ~~offerings~~party. Such shares were subsequently deposited by a new holder into Depository Trust Company and wesome ~~may~~portion ~~issue~~of ~~options~~said toshares ~~purchase~~(approximately 50%) have been sold on the trading market. Our stock certificates representing restricted shares of common stock tocarry ~~our~~a ~~executive~~legend ~~officers~~that states that such shares “have not been registered under the Securities Act of 1933, and may not be sold, transferred, or otherwise disposed ~~employees~~unless, ~~pursuant~~in the opinion of counsel satisfactory to ~~their~~the ~~employment~~issuer, ~~agreements~~the transfer qualifies for an exemption from or exemption to the registration provisions thereof.” The ~~sale~~transfer took place without the Company’s knowledge, approval or required authorization. The Company immediately notified the relevant parties to cease any sales of such shares into the public market and has been assured by the new holder that no shares will be sold pending the Company’s ongoing investigation. The Company believes that even though it was an unusual event (and the ~~possibility~~Company took immediate remedial steps to ensure that the resale of ~~sale~~such shares was immediately ceased and prevented in the future, including termination of ~~shares~~its ~~pursuant~~transfer toagent), aany ~~separate~~future ~~offering~~sale of restricted and unregistered securities without registration or toan ~~executive~~available ~~officers~~exemption can expose the Company and ~~employees~~its common stock to the number of adverse consequences, including: (i) regulatory scrutiny, investigations, enforcement or other actions, potentially preventing or delaying us from offering our shares or trading our stock, which could ~~have~~negatively impact an ~~adverse~~investment ~~effect~~in onour common stock; (ii) decline or volatility of the market price of our common stock as ora onresult of sales of a material number of shares of our ~~ability~~common tostock ~~obtain~~in the thinly trading public market, or (iii) securities litigation ~~future~~targeting ~~financing~~the Company which could result in substantial costs and which could harm our business.

WeThere dois ~~not~~a ~~anticipate~~significant ~~paying~~liquidity ~~any~~risk ~~cash~~associated ~~dividends~~with onan ~~our~~investment ~~capital stock~~ in ~~the~~our ~~foreseeable~~common ~~future~~stock.

WeThe ~~have~~shares ~~never~~of ~~declared or paid cash dividends on~~ our ~~capital~~common stock. Wewe ~~currently~~may ~~intend~~issue toin the ~~retain all of our~~ future ~~earnings,~~and ifthe ~~any~~options, towarrants ~~finance the growth~~ and ~~development~~other ofconvertible ~~our business~~securities, ~~and~~ we domay ~~not~~issue ~~anticipate~~in ~~paying~~the ~~any~~future ~~cash~~may ~~dividends~~have onan ~~our~~adverse ~~capital~~effect ~~stock~~on in the ~~foreseeable~~market price ~~future. In addition, the terms~~ of ~~any~~ ~~future~~our ~~debt~~common ~~agreements~~stock ~~may~~and ~~preclude~~cause usdilution ~~from~~to ~~paying dividends~~investors.

We ~~will~~may ~~incur~~issue ~~increased~~shares ~~costs~~of ascommon astock ~~result~~and warrants to purchase shares of ~~operating~~common asstock ~~a public~~pursuant ~~company,~~to private offerings and we may issue options to purchase shares of common stock to our ~~management~~executive officers ~~will~~and beemployees ~~required~~pursuant to ~~devote~~their ~~substantial~~employment ~~time~~agreements. The sale, or even the possibility of sale, of shares pursuant to ~~compliance~~a ~~with~~separate offering or to executive officers and employees could have an adverse effect on the market price of our ~~public~~common ~~company~~stock ~~responsibilities~~or on our ability ~~and~~to ~~corporate~~obtain ~~governance~~future ~~practices~~financing.

AsWe ~~a public company, we will~~ incur ~~significant legal,~~increased ~~accounting,~~costs ~~and other expenses that we did not incur~~ as a ~~private~~result ~~company,~~of ~~which we expect to further increase after we are no~~operating ~~longer~~as ana ~~“emerging~~public ~~growth~~ company~~.” The Sarbanes-Oxley Act~~, ~~the Dodd-Frank Wall Street Reform~~ and ~~Consumer~~our ~~Protection~~management ~~Act, and~~will ~~other~~be ~~applicable~~required ~~securities~~to ~~rules and regulations impose various requirements on public companies. Our management and other personnel~~ devote a substantial ~~amount of~~ time to compliance with ~~these requirements. Moreover, these rules and regulations will increase~~ our ~~legal and financial compliance costs and will make some activities more time-consuming and costly. We cannot predict or estimate the amount of additional costs we will incur as a~~ public company orresponsibilities and ~~the~~corporate ~~specific~~governance ~~timing of such costs~~practices.

25As a public company, we incur significant legal, accounting, and other expenses that we did not incur as a private company, which we expect to further increase after we are no longer an “emerging growth company.” The Sarbanes-Oxley Act, the Dodd-Frank Wall Street Reform and Consumer Protection Act, and other applicable securities rules and regulations impose various requirements on public companies. Our management and other personnel devote a substantial amount of time to compliance with these requirements. Moreover, these rules and regulations will increase our legal and financial compliance costs and will make some activities more time-consuming and costly. We cannot predict or estimate the amount of additional costs we will incur as a public company or the specific timing of such costs.

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.

As a public reporting company, we are subject to the reporting requirements of the Exchange Act. These requirements generate significant accounting, legal and financial compliance costs and make some activities more difficult, time consuming or costly and may place significant strain on our personnel and resources. The Exchange Act requires, among other things, that we maintain effective disclosure controls and procedures and internal control over financial reporting. In order to establish the requisite disclosure controls and procedures and internal control over financial reporting, significant resources and management oversight are required.

As a result, management’s attention may be diverted from other business concerns, which could have an adverse and even material effect on our business, financial condition and results of operations. These rules and regulations may also make it more difficult and expensive for us to obtain director and officer liability insurance. If we are unable to obtain appropriate director and officer insurance, our ability to recruit and retain qualified officers and directors, especially those directors who may be deemed independent, could be adversely impacted.

Our officers, directors, employees, and large stockholders may encounter potential conflicts of interests with respect to their positions or interests in cryptocurrencies, entities, and other initiatives and digital asset-related businesses, which could adversely affect our business and reputation.

Certain of our officers, directors, and employees are involved with or active investors in certain digital asset-related businesses, such as cryptocurrency miners, as well as active investors in digital asset projects themselves, and may make investment decisions that favor projects that they have personally invested in. Our largest stockholders may also make investments in these digital asset projects. Similarly, certain of our directors, officers, employees, and large stockholders may hold cryptocurrencies that we are considering supporting and may be more supportive of such listing notwithstanding legal, regulatory, and other issues associated with such cryptocurrencies. While we have instituted policies and procedures to limit and mitigate such risks, there is no assurance that such policies and procedures will be effective, or that we will be able to manage such conflicts of interests adequately. If we fail to manage these conflicts of interests, or we receive unfavorable media coverage with respect to actual or perceived conflicts of interest, our business may be harmed and the brand, reputation and credibility of our company may be adversely affected.

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.

We are an “emerging growth company,” as defined in the Jumpstart Our Business Startups Act of 2012, or JOBS Act, and, for as long as we continue to be an “emerging ~~growth~~ growth company,” we ~~intend~~currently to take advantage of certain exemptions from various reporting requirements applicable to other public ~~companies~~ companies but not to “emerging growth companies,” including, but not limited to, not being required to comply with the auditor ~~attestation~~ attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements (provided that we are not currently required to file proxy statements), and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. We ~~could~~will beremain an “emerging growth ~~company” for~~until upDecember to31, ~~five years following the effectiveness of this registration statement~~2029, or until the earliest of (i) the last day of the first fiscal year in which our annual gross revenues exceed $1.072357 billion, (ii) the date that we become a “large accelerated filer” as defined in Rule 12b-2 under the Exchange Act, which would occur if the market value of our common stock that is held by non-affiliates ~~exceeds~~ exceeds $700 million as of the last business day of our most recently completed second fiscal quarter, or (iii) the date on which we have issued more than $1.0 billion in non-convertible debt during the preceding three year period.

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.

The Sarbanes-Oxley Act of 2002, as well as rule changes proposed and enacted by the SEC, the New York and American Stock Exchanges and the Nasdaq Stock Market, as a result of Sarbanes-Oxley, require the implementation of various measures relating to corporate governance. These measures are designed to enhance the integrity of corporate management and the securities markets and apply to securities that are listed on those exchanges or the Nasdaq Stock Market. Because we are not presently required to comply with many of the corporate governance provisions and because we chose to avoid incurring the substantial additional costs associated with such compliance any sooner than legally required, we have not yet adopted these measures.

Because none of our directors (currently five persons) are independent directors, we do not currently have an independent audit or a compensation committee. As a result, directors have the ability, among other things, to determine each other’s level of compensation. Until we comply with such corporate governance measures, regardless of whether such compliance is required, the absence of such standards of corporate governance may leave our stockholders without protections against interested director transactions, conflicts of interest, if any, and similar matters and investors may be reluctant to provide us with funds necessary to expand our operations.59

We ~~intend~~do tonot ~~comply~~currently ~~with~~have ~~all~~an ~~corporate~~independent ~~governance~~audit ~~measures~~or ~~relating~~compensation tocommittee. ~~director~~As ~~independence~~a asresult, ~~and~~directors ~~when~~have ~~required.~~the ~~However~~ability, weamong ~~may~~other ~~find~~things, itto ~~very~~determine ~~difficult~~each orother’s belevel ~~unable~~of ~~to attract and retain~~compensation. ~~qualified~~Until ~~officers,~~we ~~directors~~comply ~~and~~with ~~members~~such ofcorporate ~~board~~governance ~~committees~~measures, ~~required~~regardless toof ~~provide~~whether ~~for~~such ~~our~~compliance ~~effective~~is ~~management~~required, asthe aabsence ~~result~~ of ~~Sarbanes-Oxley Act~~such standards of ~~2002.~~corporate ~~The~~governance ~~enactment~~may ofleave ~~the~~our ~~Sarbanes-Oxley~~stockholders ~~Act~~without ofprotections ~~2002~~against ~~has~~interested ~~resulted~~director intransactions, aconflicts ~~series~~ of ~~rules and regulations by the SEC that increase~~interest, ~~responsibilities~~if any, and ~~liabilities~~similar ofmatters ~~directors~~ and ~~executive~~investors ~~officers.~~may ~~The~~be ~~perceived~~reluctant ~~increased~~to ~~personal~~provide ~~risk~~us ~~associated~~ with ~~these~~funds ~~recent changes~~necessary ~~may~~to ~~make~~expand itour ~~costlier or deter qualified individuals from accepting these roles~~operations.

We intend to comply with all corporate governance measures relating to director independence as and when required. However, we may find it very difficult or be unable to attract and retain qualified officers, directors and members of board committees required to provide for our effective management as a result of the Sarbanes-Oxley Act of 2002. The enactment of the Sarbanes-Oxley Act of 2002 has resulted in a series of rules and regulations by the SEC that increase responsibilities and liabilities of directors and executive officers. The perceived increased personal risk associated with these recent changes may make it costlier or deter qualified individuals from accepting these roles.

A significant number of our shares are eligible for sale or will be eligible for sale in the near future and their sale or potential sale may depress the market price of our common stock.

Sales of a significant number of shares of our common stock in the public market could harm the market price of our common stock. Most of our common stock is or will be shortly after the date of this prospectus, available for resale in the public market, and if sold would increase the supply of our common stock, thereby causing a decrease in its price. Some or all of our shares of common stock may be offered from time to time in the open market pursuant to effective registration statements (including, but not limited to the registration statement of which this prospectus forms a part) and/or compliance with Rule 144, which sales could have a depressive effect on the market for our shares of common stock. Subject to certain restrictions, a person who has held restricted shares for a period of six months may generally sell common stock into the market, beginning in August 2025. The sale of a significant portion of such shares when such shares are eligible for public sale may cause the value of our common stock to decline in value.

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.

Our board of directors is authorized to issue shares of preferred stock in one or more series and to fix the voting powers, preferences and other rights and limitations of the preferred stock. Shares of preferred stock may be issued by our board of directors without stockholder approval, with voting powers and such preferences and relative, participating, optional or other special rights and powers as determined by our board of directors, which may be greater than the shares of common stock currently outstanding. As a result, shares of preferred stock may be issued by our board of directors which cause the holders to have majority voting power over our shares, provide the holders of the preferred stock the right to convert the shares of preferred stock they hold into shares of our common stock, which may cause substantial dilution to our then common stock stockholders and/or have other rights and preferences greater than those of our common stock stockholders including having a preference over our common stock with respect to dividends or distributions on liquidation or dissolution.

Investors should keep in mind that the board of directors has the authority to issue additional shares of common stock and preferred stock, which could cause substantial dilution to our existing stockholders. Additionally, the dilutive effect of any preferred stock which we may issue may be exacerbated given the fact that such preferred stock may have voting rights and/or other rights or preferences which could provide the preferred stockholders with substantial voting control over us and/or give those holders the power to prevent or cause a change in control, even if that change in control might benefit our stockholders. As a result, the issuance of shares of common stock and/or preferred stock may cause the value of our securities to decrease.

Our common stock may not be approved for listing on Nasdaq.

In the future, we plan to apply to have our common stock listed on the Nasdaq Capital Market , or quoted on the OTCQX, or the OTCQB, operated by OTC Markets. We have to date not formally applied for uplisting however and any application we submit in the future may not be approved.

To qualify for quotation on the OTCQB, a company must meet several financial, regulatory, and governance standards. It must be current in its SEC reporting obligations, and it must provide audited annual financial statements with an unqualified opinion from a PCAOB-registered auditor (with certain exemptions), and prepare periodic financial statements in U.S. GAAP, IFRS, or an equivalent. It must have a minimum bid price of $0.01 per share which must be maintained for 30 consecutive days prior to admission. Additional requirements include at least 10% unrestricted public float, a minimum of 50 beneficial shareholders each owning at least 100 shares, no bankruptcy proceedings, and good standing in their jurisdiction. While we believe that we currently meet the requirements of the OTCQB, we have not applied to have our common stock quoted on the OTCQB and even if we meet such standards, and apply to list our common stock on the OTCQB, OTC Markets may not approve any application for quotation that we submit. We may also choose not to quote our common stock on the OTCQB in the future.

To qualify for quotation on the OTCQX, a company must meet comprehensive eligibility and corporate governance standards. These include satisfying a "penny stock" exemption based on financial criteria such as net tangible assets, revenue, or bid price; having no bankruptcy proceedings; not being a shell or blank-check company (with limited exceptions); being in good legal standing; maintaining a valid public company reporting status; and submitting audited financial statements prepared in accordance with U.S. GAAP. The company must also have at least a 10% unrestricted public float, 50 beneficial shareholders owning at least 100 shares each, a minimum bid price of $0.25 per share, and a market capitalization of at least $10 million for 30 consecutive days prior to admission. Additionally, it must have at least one proprietary priced quotation from a market maker at admission and two within 90 days. Governance requirements include having a board with at least two independent directors, an audit committee with a majority of independent members, annual shareholder meetings with timely distribution of financials and proxy materials, and public disclosure of these documents. We do not currently meet the OTCQX’s initial listing standards and may not meet such standards in the future. Also, even if we meet such standards, we may choose not to submit an application for quotation on the OTCQX and OTC Markets may not approve any application for quotation that we submit.

In order to be approved for listing on the Nasdaq Capital Market, we need to meet certain requirements of Nasdaq, including, but not limited to: meeting one of the following tests: (1) $750,000 of pre-tax income (in either the last fiscal year or two of the three most recent years), $5 million of public float, $4 million of stockholders’ equity and a minimum bid of $4.00 per share; (2) $15 million of public float, $5 million of stockholders’ equity, a minimum bid price of $4.00 per share price and 2 years of operating history; or (3) a $50 million market cap; $15 million of public float, $4 million of stockholders’ equity, and a minimum bid price of $4.00 per share price, plus in each case 300 round lot stockholders and 1,000,000 shares of total public float, with at least half of such required number of round lot stockholders holding unregistered securities with a minimum value of $2,500. As an alternative to the minimum bid price per share of $4.00, a company can meet a minimum closing price of $3.00 per share ($2.00 per share under the listing standard discussed in (3) above) if the company has (i) average annual revenues of $6 million for three years, (ii) net tangible assets of $5 million or (iii) net tangible assets of $2 million and a 3-year operating history. Currently traded companies qualifying under standard (2) above must meet the $50 million market value of listed securities and the applicable bid price requirement for 90 consecutive trading days before applying. We do not currently meet Nasdaq’s initial listing standards and may not meet such standards in the future. Also, even if we meet such standards, Nasdaq may not approve any application for uplisting we submit.

General Risk Factors

We have not and do not expect to declare any cash dividends to our shareholders in the foreseeable future.

We have not and do not anticipate declaring any cash dividends to holders of the common stock in the foreseeable future. Consequently, investors may need to rely on sales of their common stock after price appreciation, which may never occur, as the only way to realize any future gains on their investment. Investors seeking cash dividends should not purchase the common stock.

Global economic conditions could materially adversely affect our business, results of operations, financial condition and growth.

Adverse macroeconomic conditions, including inflation, slower growth or recession, new or increased tariffs, changes to fiscal and monetary policy, tighter credit, higher interest rates, high unemployment and currency fluctuations could materially adversely affect our operations, expenses, access to capital and the market for our ATMs and/or Bitcoin in general. In addition, uncertainty about, or a decline in, global or regional economic conditions could have a significant impact on our expected funding sources, suppliers and partners. A downturn in the economic environment could also lead to limitations on our ability to issue new debt; reduced liquidity; and declines in the fair value of our financial instruments. These and other economic factors could materially adversely affect our business, results of operations, financial condition and growth.

We may be adversely affected by climate change or by legal, regulatory or market responses to such change.

The long-term effects of climate change are difficult to predict; however, such effects may be widespread. Impacts from climate change may include physical risks (such as rising sea levels or frequency and severity of extreme weather conditions), social and human effects (such as population dislocations or harm to health and well-being), compliance costs and transition risks (such as regulatory or technology changes) and other adverse effects. The effects of climate change could increase the cost of certain products, commodities and energy (including utilities), which in turn may impact our ability to procure goods or services required for the operation of our business. Climate change could also lead to increased costs as a result of physical damage to or destruction of our facilities, equipment and business interruption due to weather events that may be attributable to climate change. These events and impacts could materially adversely affect our business operations, financial position or results of operation.

In addition to the above risks, businesses are often subject to risks not foreseen or fully appreciated by management. In reviewing this Prospectus, potential investors should keep in mind other risks that could be important.

2661

~~SPECIAL NOTE~~Share ~~REGARDING~~Exchange ~~Forward-Looking Statements~~Agreement

~~This~~Share ~~prospectus~~Exchange contains “forward-looking statements.” Forward-looking statements reflect the current view about future events. When used in this prospectus, the words “anticipate,” “believe,” “estimate,” “expect,” “future,” “intend,” “plan,” or the negative of these terms and similar expressions, as they relate to us or our management, identify forward-looking statements. Such statements include, but are not limited to, statements contained in this prospectus relating to our business strategy, our future operating results and liquidity and capital resources outlook. Forward-looking statements are based on our current expectations and assumptions regarding our business, the economy and other future conditions. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict. Our actual results may differ materially from those contemplated by the forward-looking statements. They are neither statements of historical fact nor guarantees of assurance of future performance. We caution you therefore against relying on any of these forward-looking statements.Agreement

~~Important~~On ~~factors~~January ~~that~~14, ~~could~~2020, ~~cause~~the ~~actual~~Company entered into ~~results~~a toShare ~~differ~~Exchange ~~materially~~Agreement, ~~from~~by ~~those~~and among the Company, Athena Bitcoin incorporated in 2015, and certain shareholders of Athena Bitcoin. The Exchange Agreement provided for the ~~forward-looking~~reorganization ~~statements~~of ~~include~~Athena Bitcoin, ~~without~~with ~~limitation~~and into the Company, ~~market~~resulting ~~acceptance~~in Athena Bitcoin becoming a wholly-owned subsidiary of ~~our~~the ~~products;~~Company (the “Share Exchange”). The Company had a total of 486,171,020 shares of common stock ~~our~~outstanding ~~ability~~prior to ~~protect~~the ~~our~~Share ~~intellectual~~Exchange. ~~property~~The ~~rights;~~Exchange Agreement was for the ~~impact~~exchange of ~~any~~100% ~~infringement~~of ~~actions~~the oroutstanding ~~other~~shares ~~litigation~~of ~~brought~~common ~~against~~stock of ~~us;~~Athena Bitcoin, for 3,593,644,680 shares of the Company’s common stock (an exchange rate of 1,244.69 shares of common stock of ~~competition~~the ~~from~~Company ~~other~~for ~~providers~~each ~~and~~share ~~products;~~of ~~our~~Athena ~~ability~~Bitcoin tocommon ~~develop~~stock). ~~and~~The ~~commercialize~~exchange ~~new~~rate ~~and~~was ~~improved~~determined ~~products~~by ~~and~~the ~~services~~Board ~~and~~of ~~successfully~~Directors of Athena Bitcoin ~~pursue~~based ~~innovation;~~on ~~our~~the ~~ability~~arbitrary tovaluation ~~complete~~of ~~capital~~Athena ~~raising~~Bitcoin ~~transactions;~~by its Board of Directors and ~~other~~negotiations ~~factors~~with the principals of the Company. No independent valuation was obtained. The authorized capital stock of Athena Bitcoin immediately preceding the closing of the Share Exchange consisted of (~~including~~i) 3,000,000 shares of the ~~risks~~Athena ~~contained~~Bitcoin’s incommon stock, par value $0.001 per share, authorized, of which: 2,887,175 shares were issued and outstanding immediately prior to the ~~section~~Share Exchange, which included the following conversion events in connection with the Share Exchange: (i) 1,328,381 shares resulting from the conversion of ~~this~~certain ~~prospectus~~Simple ~~entitled~~Agreements ~~“Risk~~for ~~Factors~~Future Tokens (“SAFT”) issued ~~relating~~by Athena Bitcoin in 2018 pursuant to ~~our~~the ~~industry~~SAFT provisions providing for the conversion into Athena Bitcoin equity under certain conditions were exchanged for 1,653,425,404 ~~our~~shares ~~operations~~of ~~and~~the ~~results~~Company’s common stock at a conversion price of ~~operations~~$4.09; ~~Actual~~(ii) ~~results~~93,106 shares ~~may~~resulting ~~differ~~from ~~significantly~~the ~~from~~exercise ~~those~~of ~~anticipated~~certain outstanding warrants at an average exercise price of $2.00 per share, ~~believed~~issued by Athena Bitcoin were exchanged for 115,888,490 ~~estimated~~shares of the Company’s common stock; (iii) 126,646 ~~expected~~shares resulting from the exercise of stock options issued by Athena Bitcoin were exchanged for 157,635,309 ~~intended~~shares of the Company’s common stock; and (iv) 336,692 orshares ~~planned.~~relating ~~Important~~to a ~~factors~~conversion ~~that~~and ~~could~~release ~~cause~~agreement with certain Swingbridge entities were exchanged for 419,078,082 shares of the Company’s common ~~such~~stock. ~~differences~~The ~~include~~closing of the Share Exchange transaction occurred as of January 30, ~~but~~2020. ~~are~~The ~~not~~Share ~~limited~~Exchange was exempt from registration pursuant to: an exemption from registration provided by Section 4(a)(2) and/or 4(a)(5) of the Securities Act.

·A ~~our~~total ~~future~~of ~~financial performance~~473, ~~including our expectations regarding our net revenue~~874,346 ~~operating~~of expenses, and our ability to achieve and maintain future profitability; · our business plan and our ability to effectively manage our growth; · anticipated trends, growth rates, and challenges in our business, the ~~crypto~~shares ~~economy, and in the markets in which we operate; · market acceptance~~ of ~~our~~common stock ~~products~~issuable and services; · beliefs and objectives for future operations; · our ability to further penetrate our existing customer base and maintain and expand our customer base; · our ability to develop new products and services and grow our business in ~~response~~connection ~~to changing technologies, customer demand, and competitive pressures; · our expectations concerning relationships~~ with ~~third parties; · our ability to maintain, protect, and enhance our intellectual property; · our ability to continue to expand internationally; ·~~ the ~~effects~~Share ofExchange ~~increased~~are ~~competition~~being inregistered ~~our markets and our ability to compete effectively; · future acquisitions of or investments~~ in complementary companies, products, services, or technologies and our ability to successfully integrate such companies or assets; · our ability to stay in compliance with laws and regulations that currently apply or become applicable to our business both in the ~~United~~registration ~~States~~statement ~~and internationally; · economic and industry trends, projected growth, or trend analysis; · trends in revenue, cost~~ of ~~revenue,~~which ~~and~~this ~~gross~~prospectus margin; · trends in operating expenses, including technology and development expenses, sales and marketing expenses, and general and administrative expenses, and expectations regarding these expenses as forms a ~~percentage of revenue; · increased expenses associated with being a public company; and · other statements regarding our future operations, financial condition, and prospects and business strategies~~part.

~~In some cases, you can identify forward-looking~~Management’s ~~statements~~Discussion by terminology such as “may,” “will,” “should,” “expects,” “intends,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” “potential,” “continue” or the negative of these terms or other comparable terminology. These statements are only predictions. You should not place undue reliance on forward-looking statements, because they involve known and ~~unknown~~Analysis risks, uncertainties, and other factors, which are, in some cases, beyond our control and which could materially affect results. Actual events or results may vary significantly from those implied or projected by the forward-looking statements due to these risk factors. No forward-looking statement is a guarantee of ~~future~~Financial ~~performance.~~Condition ~~You should read this prospectus~~ and ~~the~~Results ~~documents that we reference in this prospectus and have filed with the SEC as exhibits to the registration statement~~ of ~~which this prospectus forms a part with the understanding that our actual future results, performance, and events and circumstances may be materially different from what we expect.~~Operations

~~Forward-looking~~The ~~statements~~following ~~are~~discussion ~~made~~and ~~based~~analysis of financial oncondition ~~management’s~~and ~~beliefs,~~results ~~estimates~~of ~~and~~operations ~~opinions~~should onbe ~~the~~read ~~date~~in conjunction with our historical financial statements and the notes to those statements that ~~are~~appear ~~made~~elsewhere ~~and~~in wethis ~~undertake~~prospectus. noCertain ~~obligation~~statements toin ~~update~~the discussion contain forward-looking statements ifbased ~~these~~upon ~~beliefs,~~current ~~estimates~~expectations that involve risks and ~~opinions~~uncertainties, orsuch ~~other~~as ~~circumstances~~plans, ~~should~~objectives, ~~change~~expectations, ~~except~~and asintentions. ~~may~~You beshould ~~required~~read bythe ~~applicable~~sections ~~law.~~titled “Risk ~~Although~~Factors” weand ~~believe~~“Cautionary Note Regarding Forward-Looking Statements”” for a discussion of important factors that could cause actual results to differ materially from the ~~expectations~~results ~~reflected~~described in or implied by the forward-looking statements ~~are~~contained ~~reasonable, we cannot guarantee future results,~~in ~~levels~~the offollowing ~~activity,~~discussion ~~performance,~~and ~~or achievements~~analysis.

Capitalization

The following table details the Company’s capitalization as of September 30, 2021:

· On an actual basis; · On a pro forma basis to give effect to the sale of the shares by employees who have outstanding loans to exercise options and the pro-rata repayment of those loans; and · On a pro forma basis as adjusted basis to give effect to the transaction described in the preceding bullet point as well as the conversion of the Convertible Debenture.

In January 2020, the Company allowed its employees with vested stock options to exercise such options with the use of a non-recourse loan agreement. The Company’s employees exercised their respective stock options into a total of 157,635,309 shares of common stock at a weighted average exercise price of $0.0060 per share. The loan amount at exercise of such options was $945,812. The terms of the non-recourse loan agreement include a maturity date of 48 months from the date of exercise and an interest rate of 1.69%. As of September 30, 2021, the outstanding balance due from employees was $973,000. The amount receivable from employees is presented in the balance sheet as a deduction from stockholders' equity. This is generally consistent with Rule 5-02.30 of Regulation S-X which states that accounts or notes receivable arising from transactions involving the registrant's capital stock should be presented as deductions from stockholders' equity and not as assets. When the shares held by employees who have outstanding loans are sold, those loans will be paid in a pro-rata manner as described below.

A total of [●] shares of common stock held by employees (approximately 15% of each employees shares) are being registered in this offering. In the event the employees sell any or all of these shares before repaying the loan, an amount that bears the same proportion to the total loan including accrued interest thereon, as the registered number of shares bears to the total holding of the employee against which said loan has been given, will become due and payable to the Company. If all the registered shares are sold and using the outstanding balance due of $973,000 as of September 30, 2021, the loan will be reduced by $146,000.

The pro-forma capitalization would then have both cash and equity going up by the amount being repaid.

The purchasers of the Company's 8% Convertible Debentures have an option to convert the outstanding principal and accrued interest amount of their respective Convertible Debentures into shares of common stock of the Company at the lower of $0.012 per share or 20% discount to the next major financing or change in control. On conversion the purchasers of these convertible debentures will get shares issue of which will be recorded as increase in share capital of $260,000 and increase in additional paid in capital of $2,865,000. The pro forma basis as adjusted basis column in the table below gives effect to the conversion of the Convertible Debenture as well as the return of outstanding employee loans as described above. The Company expects that the Convertible Debentures will convert at $0.012 per share. If the conversion happens at a price lower than $0.012 per share the pro forma basis as adjusted numbers will change accordingly.

The pro forma and pro forma as adjusted information below is illustrative only, and our cash and cash equivalents and total capitalization following the completion of this offering will be adjusted based on several factors. You should read the following table together with the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the consolidated financial statements and related notes thereto appearing elsewhere in this prospectus.

	As of September 30, 2021
(in thousands)	Actual			Pro forma			Pro forma as adjusted (1)
Cash and cash equivalents
Total cash and cash equivalents (2)	$	3,189		$	3,335		$	3,335
Long-term liabilities
Other long-term debt		81			81			81
Related party convertible debt (1)		3,000			3,000			–
Convertible debt (1)		4,885			4,885			–
Related party note payable		90			90			90
Total long-term liabilities		8,056			8,056			171
Equity:
Common stock, $0.001 par value (3)		4,050			4,050			4,360
Loans to employees for options exercised (4)		(973	)		(827	)		(827	)
Additional paid in capital (5)		4,901			4,901			12,701
Accumulated deficit		(12,751	)		(12,751	)		(12,751	)
Accumulated other comprehensive loss		(162	)		(162	)		(162	)
Total equity (deficit)		(4,935	)		(4,789	)		3,321
Total capitalization	$	6,310		$	6,602		$	6,827

(1)	Pro forma as adjusted includes the full conversion of the Convertible Debentures into 260,416,667 shares of common stock at the assumed conversion price of $0.012 per share for the 8% Convertible Debentures and 49,850,717 shares of common stock at the assumed conversion price of $0.10 per share for the 6% Convertible Debentures. See Convertible Debentures in section Description of Capital Stock, page 69.
(2)	Pro forma cash and cash equivalents increased by $146,000 from the repayment of the loan as part of this offering.
(3)	Pro forma as adjusted common stock at $0.001 par value increased by $260,000 assuming the full conversion of the 8% Convertible Debentures at conversion price of $0.012 per share and by $50,000 assuming the full conversion of the 6% Convertible Debentures at conversion price of $0.10 per share.
(4)	Pro forma as adjusted loans to employees for options exercised decreased by $146,000 as a result of loan repayment from this offering.
(5)	Pro forma as adjusted additional paid in capital increased by $2,865,000 to account for the principal value of the 8% Convertible Debenture of $3,125,000 less $260,000 in common stock value, which was recorded under common stock and $4,935,000 to account for the principal value of the 6% Convertible Debenture of $4,985,000 less $50,000 in common stock value, which was recorded under common stock (see footnote 3).

Management’s Discussion and Analysis OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis of financial condition and results of operations should be read in conjunction with our historical financial statements and the notes to those statements that appear elsewhere in this prospectus. Certain statements in the discussion contain forward-looking statements based upon current expectations that involve risks and uncertainties, such as plans, objectives, expectations, and intentions. You should read the sections titled “Risk Factors” and “Special Note Regarding Forward-Looking Statements” for a discussion of important factors that could cause actual results to differ materially from the results described in or implied by the forward-looking statements contained in the following discussion and analysis.

Overview

~~The~~Our ~~Company~~mission is ~~focused~~to onconnect ~~developing,~~the ~~owning,~~world’s cash ~~and~~to ~~operating~~the anew global ~~network~~digital offinancial ~~Athena-branded~~system. ~~Bitcoin~~We ~~ATM~~believe ~~machines,~~that ~~which~~providing ~~are~~the ~~free~~world ~~standing~~with ~~kiosks~~access ~~that~~to ~~permit~~crypto ~~customers~~assets towill ~~buy~~help ortransform the international ~~sell~~financial ~~crypto~~order ~~assets~~by inproviding ~~exchange~~the ~~for~~unbanked ~~cash~~and ~~(banknotes)~~billions ~~issued~~of byothers ~~sovereign~~in ~~governments~~the -world ~~often~~with ~~referred~~a connection to asa ~~fiat~~new ~~currencies~~global digital financial system that is more accessible, efficient and transparent than the legacy financial system.

We place our machines in convenience stores, shopping centers, and other easily accessible locations. Our network presently includes Athena Bitcoin ATMs in 10 states and 3 countries in Central and South America. See table below for our ATMs breakdown, as of September 30, 2021.62

Country	Number of Athena Bitcoin ATMs (as of September 30, 2021)		Type of Fiat Currency
	Total	Two-Way
United States	144	87	U.S. Dollar
El Salvador	3	3	U.S. Dollar
Argentina	11	11	Argentine peso
Argentina	1	1	U.S. Dollar
Colombia	17	17	Colombian peso

Athena Bitcoin ATMs and Athena Plus

WeIn ~~offer~~order ~~Bitcoin~~to achieve our mission, ~~Ethereum~~we are focused on developing, ~~Litecoin~~owning, and ~~Bitcoin~~ ~~Cash~~operating ~~(BCH)~~a ~~for~~global ~~sale~~network atof ~~all~~Athena-branded ~~our~~Bitcoin ATM machines., Wewhich ~~also~~are free standing kiosks that permit customers to buy ~~these~~or sell crypto assets atin ~~some~~exchange offor ~~our~~cash ~~ATM~~(banknotes) ~~machines~~issued ~~(also~~by ~~known~~sovereign asgovernments ~~two~~-~~way ATMs).~~ ~~The~~often ~~cash~~referred ~~withdrawal~~to ~~limit~~as ~~from~~fiat ~~our~~currencies. We ~~two-way~~utilize ~~ATMs~~purchasing isalgorithms ~~$2,000~~and ~~per~~other ~~transaction.~~proprietary Wesystems ~~replenish~~to ~~our~~manage ~~ATMs~~crypto ~~about~~assets ~~twice~~to aensure ~~week~~that orwe ~~depending on~~are ~~usage,~~able ~~using~~to ~~bonded~~meet ~~security~~consumer ~~companies~~demand for crypto assets.

We ~~also~~have ~~operate~~become anone ~~over-the-counter (“OTC”) desk for private clients and trade customers~~ of the ~~Company.~~largest ~~Customers~~Bitcoin ~~typically~~ATM operators ~~interact with~~in the ~~Company~~United onStates ~~the~~and ~~phone~~Latin ~~for~~America ~~transaction sizes~~by ininstalling ~~dollar~~ATMs ~~terms~~in ~~greater~~strategic ~~than~~locations ~~$10,000~~that ~~and~~seek onto ~~some~~maximize ~~occasions,~~the ~~for~~ability to provide crypto assets ~~not~~to ~~included~~customers. inThese ~~our~~locations ~~ATMs.~~include ~~Since~~convenience ~~2019~~stores, weshopping ~~have~~centers, ~~been typically buying~~ and ~~selling~~other ~~Bitcoin~~easily ~~through~~accessible ~~our~~locations ~~OTC~~in ~~desk~~urban, suburban ~~but~~and werural ~~have~~locations. ~~also~~Our ~~executed~~network ~~transactions~~presently inincludes ~~Ethereum,~~Athena ~~Litecoin,~~Bitcoin ~~and~~ATMs in ~~some cases,~~34 ~~altcoins~~U.S. ~~such~~states, asthe ~~Bitcoin~~U.S. ~~SV,~~territory ~~Ripple,~~of ~~Siacoin,~~Puerto ~~Tether,~~ Rico and ~~Tron.~~four Ascountries ofin ~~September~~Latin ~~30,~~America. ~~2021,~~See wetable dobelow ~~not~~for ~~anticipate~~our ~~transacting~~ATM ~~in any~~breakdown ~~other~~by ~~crypto~~country ~~assets~~and ~~except Bitcoin~~type, ~~Ethereum,~~as ~~Litecoin,~~of ~~and~~March ~~BCH~~31, 2025.

~~Additionally, we operate~~ ATMs ~~and~~BY ~~point-of-sale (“POS”)~~COUNTRY ~~terminals~~AND on behalf of certain customers, typically under their brand, which we refer to as “white label service”. This white label service is comprised of maintaining ATMs and POS terminals to facilitate the exchange of crypto assets for cash, and vice-versa, by our customers with their counterparties. We do not control the service in this case as we are not responsible for fulfilling the exchange contract or establishing pricing at these ATMs and POS terminals. Currently, the government of El Salvador is our only white label service customer. The Company has begun working with the government of El Salvador in late June 2021 to support the implementation of its Bitcoin Law. In August 2021, we entered into certain agreements for services to be rendered by the Company to the Department of Treasury (Ministerio De Hacienda) of El Salvador, pursuant to which we have installed and are operating 200 Chivo Bitcoin ATMs in El Salvador, 10 Chivo Bitcoin ATMs at El Salvador consulates in the U.S., 45 Chivo Bitcoin ATMs in other U.S. locations, and importing and delivering 950 Chivo point-of-sale (“POS”) terminals for local businesses in El Salvador to transact with Bitcoin. As of September 30, 2021, we were operating 201 white label ATMs in El Salvador for the Department of Treasury (Ministerio de Hacienda) of El Salvador. We were not operating any POS terminals on behalf of any clients as of September 30, 2021.TYPE

From time to time, we sell equipment such as POS terminals as well as software and corresponding intellectual property (“IP”) to customers, which we consider to be ancillary to our primary business. This activity is sporadic.

Country	Number of Athena Bitcoin ATMs (as of March 31, 2025)		Type of Fiat Currency
	Total	Two-Way
United States	3,080*	-	U.S. Dollar
El Salvador	15*	15*	U.S. Dollar
Argentina	12	12	Argentine peso
Colombia	17	17	Colombian peso
Mexico	2	2	Mexican peso
Total	3,126	46

30*Excludes Chivo-branded ATMs which the Company operates on behalf of the Government of El Salvador for Chivo as white-label service.

AsWe ofoffer ~~September~~bitcoin ~~30,~~for ~~2021,~~sale ~~the~~at ~~Company~~all ~~has~~of ~~received~~our ATM machines. anWe ~~advance~~also ~~for~~buy ~~sale~~bitcoin at some of IPour ~~Software,~~ATM ~~pursuant~~machines to(also known as two-way ATMs). The cash withdrawal limit from our ~~contract~~two-way ~~with~~ATMs Elis ~~Salvador~~$2,000 per ~~which,~~transaction ~~for~~(maximum ~~accounting~~of ~~purposes~~$1,000 isin ~~being~~California). ~~termed~~We asreplenish aor ~~revenue contract~~withdraw ~~until~~fiat ~~such~~currencies ~~time~~at asour ~~the~~ATMs ~~XPay~~twice ~~acquisition~~a ~~has~~week ~~been~~or ~~finalized~~depending on usage, using bonded security companies.

~~For~~We ~~installation,~~operate ~~the~~Athena ~~Company~~Plus ~~received~~for aprivate ~~one-time~~clients and ~~payment~~trade customers of ~~$300,000~~the ~~for~~Company. Customers interact with the ~~installation~~Company ofon ~~200~~the ~~ATMs~~phone for transaction sizes in Eldollar ~~Salvador~~terms ~~national~~greater ~~territory~~than $10,000. ~~Although~~Since ~~ASC~~2019 ~~606-10-25-4~~but ~~states~~prior ~~that~~to ~~“A contract~~July ~~does~~2023, ~~not~~we ~~exist~~have ifbeen ~~the~~typically ~~parties~~buying and selling bitcoin through Athena Plus, but we have ~~unilateral~~also ~~enforceable~~executed transactions ~~rights~~in toEthereum, ~~terminate”~~Litecoin, and in other less common crypto assets. As of the ~~Basis~~date of ~~Conclusion~~this 50prospectus, ~~(“BC 50”)~~we do not transact in ~~ASU~~any crypto ~~2014-09,~~assets ~~FASB~~at ~~decided~~our ~~that~~ATMs ~~this~~except ~~applies~~bitcoin. ~~only~~We will update this prospectus if ~~each~~we ~~party~~decide to ~~the~~transact ~~agreement~~in ~~has~~other ~~the~~crypto ~~unilateral~~assets. ~~enforceable~~Such ~~right~~a tochange ~~terminate~~would ~~the~~only ~~contract~~happen ~~without~~if ~~penalty.~~there ~~Those~~were ~~contracts~~significant ~~would~~customer ~~not~~demand ~~affect~~for ana ~~entity’s~~specific ~~financial~~crypto ~~position~~asset orand ~~performance~~that ~~until~~crypto ~~either~~asset was available to us through ~~party~~multiple ~~performs~~trading partners, crypto exchange and crypto asset brokers.

InBetween ~~accordance~~January ~~with~~1, ~~ASC~~2022, ~~606-10-25-~~and December 1, ~~and~~2024, Bitcoin’s 2price exhibited significant fluctuations. In early 2022, Bitcoin’s price was around $47,459 by the end of March, ~~first~~before ~~step~~declining into ~~assessing~~approximately ~~revenue~~$29,000 ~~recognition~~by isMay to11, ~~identify~~2022. ~~the~~The ~~contract~~downward trend continued, with the ~~customer.~~price Asfalling ~~described~~ below $23,000 in June 2022. By the ~~Company~~end of 2022, Bitcoin’s ~~contract with~~price ~~Department~~was ofunder ~~Treasury~~$20,000. ofIn El2023, ~~Salvador~~Bitcoin’s isprice ~~cancelable~~rose byconsistently, ~~them~~ending ~~with~~the 30year ~~days~~at $42,258. In 2024, Bitcoin’s ~~notice.~~price ~~The~~continued ~~Company~~to ~~recognized~~rise, ~~one~~reaching a then all-time ~~fee~~high ~~upfront~~of $106,147 on December 17, 2024. By December ~~since~~31, 2024, the ~~installation~~price ofwas ~~ATMs~~approximately ~~was~~$93,425. aOn ~~considered~~January a22, ~~distinct~~2025, ~~performance~~an ~~obligation~~all-time high $106,182 price of Bitcoin was reached and ~~the~~as ~~Company~~of ~~has~~March 31, ~~in effect~~2025, athe ~~30-day~~price ~~contract~~of ~~(the period~~Bitcoin ~~not~~price ~~subject~~had dropped to ~~cancellation)~~$82,356. ~~which~~Refer ~~rolls~~below ~~over~~for ~~into~~a ~~another~~log ~~30-day~~scale ~~contract~~of ifbitcoin ~~Department~~from August of ~~Treasury~~2022 through May of 2025. ElThis ~~Salvador~~shows ~~does~~the ~~not~~fluctuations ~~cancel, as~~of ~~discussed~~the ~~below~~price of bitcoin over time.

However, if only the customer (e.g., Department of Treasury of El Salvador) could terminate the agreement(s) without penalty, the entity is obliged to stand ready to perform at the discretion of the customer. Hence, there could be an effect on an entity’s financial position and performance if only one party could terminate a wholly unperformed contract without penalty.63

AsBITCOIN long as the Department of Treasury of El Salvador does not give notice to terminate, Athena has an enforceable obligation to provide services and an enforceable right to receive payment for those services for the next 30 days until the contractual termination date of the Master Services Agreement and the Service Addendum.PRICE

~~Each~~Source: ~~individual ATM is distinct and aside from integration to the Bitcoin Digital Platform, it is not dependent on other Services~~https://www. ~~The ATMs are delivered to the customer (El Salvador Consulates in the U~~statista.S. and throughout El Salvador national territory) at different points in time and are separately identifiable. Therefore, the single payment for installation of 200 ATMs in El Salvador national territory ($300,000) is considered a distinct performance obligation.com/statistics/326707/bitcoin-price-index/

We ~~seek~~believe tothat ~~expand~~we ~~our~~are ~~network~~ in the ~~U.S.~~early stages of ~~and~~the ~~globally,~~new ~~and~~digital tofinancial ~~further~~order ~~develop~~system ~~Athena~~and ~~Bitcoin~~that as acrypto ~~trusted~~asset ~~and~~use ~~preferred~~cases ~~brand~~expand ~~for~~and ~~parties~~there ~~seeking~~is tomore ~~exchange~~worldwide ~~fiat~~adoption, ~~currency~~the ~~for~~fluctuations ~~Bitcoin,~~in ~~Ethereum,~~volume ~~Litecoin,~~ and ~~BCH~~price will decrease. ByOur ~~focusing~~focus is on ~~the~~prioritizing ~~Americas~~growth, weespecially ~~concentrate~~in ~~our~~geographic ~~customer~~areas ~~service,~~where ~~technical,~~consumers ~~and~~are ~~management staff~~restricted infrom ~~overlapping~~accessing ~~time~~the ~~zones~~global financial system.

~~How We Generate Revenue~~64

~~Through~~The ~~our~~Company ~~Athena~~has ~~ATM~~been ~~machines,~~active wein ~~buy~~increasing ~~and sell~~its ~~various~~geographic ~~crypto~~presence ~~assets~~by asexpanding ~~described~~its ~~above~~Athena atBitcoin anATM ~~offer~~Fleet. ~~price~~Refer ~~that~~below ~~changes~~for ~~according~~a tochart showing the ~~prevailing~~active ~~price.~~Athena ~~More~~Bitcoin ~~specifically,~~ATMs wefrom ~~engage~~December in31, ~~the~~2017, ~~following~~through ~~transactional~~March ~~activities with respect to our sales of digital assets (i.e.~~31, ~~our indefinite life intangible assets):~~2025.

Activities that Generate Revenue	Transaction Steps
Sale of Digital Assets via ATMs	1.	Digital Assets, indefinite life intangible assets, are owned and controlled by the Company using digital asset wallets and similar technology operated by the Company, for the purpose of selling to customers. They have been previously acquired by purchasing such Digital Assets on digital asset exchanges or from OTC dealers.
	2.	Once the funds have been inserted into the ATM and verified for authenticity and the customer has pressed the “Done” button on the ATM, a blockchain transaction is created that will transfer the ownership and control of the Digital Asset to the blockchain address that the customer has previously given to the Company via the ATM. The blockchain transaction is then broadcast to the Network, transferring the ownership and control.
	3.	The Company is not a custodian of Digital Assets for ATM customers.
	4.	At a subsequent time, between hours and days, the Company will use some or all of the funds received from the customer to purchase additional Digital Assets from OTC dealers or on digital asset exchanges or from ATM customers or from OTC customers.
Sale of Digital Assets via Phone	1.	Digital Assets, indefinite life intangible assets, are owned and controlled by the Company using digital asset wallets and similar technology operated by the Company, for the purpose of selling to customers. They have been acquired by purchasing such Digital Assets on digital asset exchanges or from OTC dealers.
	2.	Once the funds have been received into the bank accounts of the Company, a blockchain transaction is created that will transfer the ownership and control of the Digital Asset to the blockchain address that the customer has previously given to the Company. The blockchain transaction is then broadcast to the Network, transferring the ownership and control.
	3.	The Company is not a custodian of Digital Assets for OTC customers.
	4.	At a subsequent time, between hours and days, the Company will use some or all of the funds received from the customer to purchase additional Digital Assets from OTC dealers or on digital asset exchanges or from ATM customers or from OTC customers.

White-label Service

31The 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.

When we purchase crypto assets from a retail customer, we pay less than the prevailing price (referred to as markdown) and when we sell to retail customers, we sell more than the prevailing price (referred to as markup). Both mark up and markdown rates are determined based on a variety of commercial factors such as current price, price trend, category of host location, among others, and are calculated using a proprietary method.65

WeThe ~~apply~~government ~~different~~is ~~mark~~also ~~ups~~stepping ~~for~~back ~~crypto~~from ~~asset sales~~its ~~through~~involvement ~~our~~in ~~Athena~~Chivo ~~ATM~~Wallet, ~~machines~~the asstate-backed ~~compared~~digital wallet, by either transferring it to ~~sales~~private atsector ~~our~~management ~~OTC~~or ~~desk~~terminating ~~(mark~~the program, upas part of the country’s agreement with the International Monetary Fund. We believe this development may open opportunities for private companies (including the ~~ATMs~~Company) isto ~~greater~~fill ~~than~~any atservice gaps left by the ~~OTC~~government’s ~~desk)~~reduced role. ~~This~~We ~~revenue~~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 ~~recognized~~no assurance that our assessment may not change depending on aany ~~gross~~future ~~basis~~legal, political or economic changes in El Salvador.

We dooperate ~~not~~ATMs ~~invest~~on orbehalf ~~have~~of ~~long~~the ~~term~~Government ~~holdings~~ of ~~Bitcoin,~~El ~~Ethereum,~~Salvador. ~~Litecoin,~~These orATMs ~~BCH.~~are Onowned ~~average,~~by wethe ~~sell~~Company. ~~our~~This ~~holdings~~white-label service is comprised of ~~Bitcoin~~installing ~~within~~the 3machines tofor 5the ~~days~~customer and ensuring that the machines are operating in a way that they can be used by the Government of ~~buying~~El itSalvador and ~~within~~their 7users. toTo 10achieve ~~days~~this, ofthe ~~buying~~Company ~~our~~is ~~Ethereum~~responsible for loading and unloading cash, ~~Litecoin~~setting up the network, performing repairs and ~~BCH~~maintenance ~~holdings~~and other responsibilities to ensure that the machines are operating as intended. We ~~strive~~charge a fixed monthly fee to ~~keep~~operate ~~this~~these ~~period~~ATMs, ~~short~~as towell ~~reduce~~as ~~the~~an ~~effect~~additional offixed price ~~changes~~for inspecific ~~crypto~~services ~~asset/U~~that are required.~~S. dollar~~ ~~exchange~~The ~~rates~~additional onfixed ~~our~~price ~~business~~for ~~and~~specific toservices ~~minimize~~required ~~our~~is ~~working~~less ~~capital.~~than In1% of total revenue earned for the ~~past,~~fixed wemonthly ~~have~~fee. ~~held~~The fixed price covers Athena’s cost plus a ~~higher~~reasonable ~~level~~profit margin. The Company charges a separate fixed fee for installation of ~~Bitcoin~~the ATM as andetermined ~~economic hedge~~by ~~against~~the ~~liabilities~~contract. The Company also charges a fixed fee each month for ~~Bitcoin~~operating the ~~borrowed~~ATM. The Company does not sell crypto assets directly to the users of the ATM.

~~Our~~When ~~OTC~~a ~~desk~~user ispurchases ~~comprised~~Bitcoin offrom a ~~single performance~~Chivo-branded ~~obligation~~ATM, tothe ~~provide~~ATM ~~crypto~~delivers ~~assets~~the Bitcoin to ~~our~~the ~~customers~~address ~~shortly~~selected ~~after~~by the ~~sale is made~~user. WeThis domay ~~not~~be ~~provide~~a ~~custodial~~Chivo ~~services~~wallet ~~and/~~or ~~wallets for our customers or third parties or otherwise hold~~ any ~~indefinite~~other ~~life~~wallet ~~intangible~~address, ~~assets for these customers. Trades are cash settled~~including ~~on the same trading day. This revenue is recognized on~~ a ~~gross~~non-custodial ~~basis~~wallet.

~~For~~· ~~our~~Holder ~~white~~of ~~label~~Private ~~services~~Keys: inIf Elthe ~~Salvador,~~user ~~which include~~chooses ~~ATMs~~to ~~and~~receive ~~POS~~the ~~terminals,~~Bitcoin wein ~~currently~~a ~~collect,~~Chivo ~~and anticipate collecting from future white label service customers~~wallet, athen ~~recurring monthly~~the ~~service~~Government ~~and~~of ~~maintenance~~El ~~fee~~Salvador ~~for~~(through ~~ATMs~~the ~~and~~Chivo awallet ~~one-time~~system) ~~setup~~retains ~~fee~~custody ~~at the beginning~~ of ~~a contract. We provide~~ the ~~equipment~~private ~~and~~keys associated ~~software~~ ~~functionality~~with ~~for~~that ~~our~~wallet. ~~clients~~The toChivo ~~complete~~wallet ~~ATM~~is ~~and~~a ~~POS~~custodial ~~transactions~~wallet, ~~with~~meaning ~~their~~the ~~customers.~~end Weuser dodoes not have ~~control~~direct ofaccess to the ~~crypto assets~~private ~~or operations of each service~~keys. ~~The~~In ~~Company~~that ~~recognizes~~scenario, the ~~operating~~Government ~~fee~~(or itits ~~receives~~designated ~~for~~Chivo ~~these~~wallet ~~services~~operator) ~~(and~~has ~~not~~control over the ~~gross~~crypto ~~value of~~assets ~~customer~~after ~~transactions) as revenue~~delivery.

InHowever, ~~our~~users ~~ancillary~~are ~~equipment~~not ~~business,~~required weto ~~are~~use ~~paid~~a Chivo onwallet. If the ~~sale~~user ofinputs ~~equipment~~a ~~such~~non-custodial aswallet ~~POS~~address, ~~terminals.~~the InBitcoin is delivered directly to that wallet, and the ~~case~~user retains sole control of ~~software~~the ~~sales~~associated ~~and~~private ~~corresponding~~keys. In IPall cases, weregardless ~~collect~~of athe ~~one-time~~destination ~~fee~~address, ~~and~~the ~~recurring~~Company never holds or has access ~~monthly~~to ~~maintenance~~the ~~fees~~private keys for Bitcoin purchased by users at the ATMs. ~~This~~Our ~~revenue~~role is ~~recognized~~strictly limited to operating the ATM infrastructure and facilitating the transaction; we do not have custody or manage digital assets on abehalf ~~gross~~of ~~basis~~users.

~~BitQuick~~· ~~earns~~Method ~~revenue~~of ~~from~~Key ~~fees~~Storage ~~calculated~~(Chivo ~~as a~~Wallets): ~~percentage~~For oftransactions involving delivery to Chivo wallets, whereby the ~~purchase~~Company ~~value~~is ~~for~~not ~~facilitating~~the custodian and does not have access to the Chivo wallet infrastructure, it is our understanding that the Government of El Salvador uses a ~~peer~~combination of hot wallets (for real-~~to-peer~~time ~~exchange~~liquidity ~~transaction~~and ~~between~~immediate ~~sellers~~delivery) and ~~buyers~~potentially ~~that~~cold ~~utilize~~or ~~this~~multi-signature ~~channel~~storage for operational security. ~~This~~ ~~revenue~~Because istransactions ~~recognized~~through onChivo aATMs ~~net~~require ~~basis~~near-instantaneous delivery, the Chivo system maintains hot wallet liquidity to fulfill those transactions. The Company does not oversee or participate in the management of these storage practices.

~~Purchase~~The Government of ~~Digital~~El ~~Assets~~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.

WeIn ~~engage~~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 ~~following~~U.S. ~~transactional~~and ~~activities~~45 Chivo Bitcoin ATMs in other U.S. ~~with~~locations. ~~respect~~The toCompany ~~our~~has ~~purchases~~not ofinstalled ~~digital~~any ~~assets~~new (iwhite-label ATMs in fiscal years 2022, 2023, or 2024, or during 2025 to date.e. The Company provided no services related to the Chivo ecosystem in fiscal years 2023 or 2024, ~~our~~or ~~indefinite~~during ~~life~~2025 ~~intangible~~to ~~assets):~~date.

Activity	Transaction Steps
Purchase of Digital Assets via ATMs	1.	The customer transfers ownership and control of Digital Assets by using his or her wallet to broadcast a transaction on the Blockchain Network that transfers ownership to the Company.
	2.	Once the Company sees the transaction in the Blockchain and has verified its authenticity, funds, in the form of paper monies, are disbursed from the ATM, thereby transferring ownership and control of the paper monies, to the customer.
	3.	The Digital Assets, indefinite life intangible assets, are then owned and controlled by the Company and will be used in subsequent activities such as future sales of Digital Assets to ATM or OTC clients.
Purchase of Digital Assets via OTC	1.	The customer transfers ownership and control of Digital Assets by using her wallet to broadcast a transaction on the Blockchain Network that transfers ownership to the Company.
	2.	Once the Company sees the transaction in the Blockchain and has verified its authenticity, funds, in the form of bank wires, are transferred, thereby transferring ownership and control of the sovereign currency, to the customer.
	3.	The Digital Assets, indefinite life intangible assets, are then owned and controlled by the Company and will be used in subsequent activities such as future sales of Digital Assets to ATM or OTC clients.

Ancillary

32The 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.

~~Impact~~The Company, due to contingencies related to not having title of ~~COVID-19~~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.

The significant global outbreak of COVID-19 has resulted in a widespread health crisis that has adversely affected the economies and financial markets worldwide and has affected our business in several ways. First, we have been unable to ship our ATMs freely between countries. Second, it has restricted the movement of our employees and their ability to both collaborate in-person, and to do some field-service and installation work. In addition, the continued spread of COVID-19 and the imposition of related public health measures have resulted in, and is expected to continue to result in, increased volatility and uncertainty in the crypto-economy. We also rely on third party service providers to perform certain functions. Any disruptions to a service providers’ business operations resulting from business restrictions, quarantines, or restrictions on the ability of personnel to perform their jobs could have an adverse impact on our service providers’ ability to provide services to us.66

WeKey ~~are~~Performance ~~responding~~Indicators ~~to the global outbreak of COVID-19 by taking steps to mitigate the potential risks to us posed by its spread~~ and ~~the impact of the restrictions put in place by~~Non-GAAP ~~governments~~Financial toMeasure ~~protect the population. Our employees~~ and ~~service providers have transitioned to work-from-home.~~Trends

~~Trends~~Athena ~~and~~Bitcoin ~~Uncertainties~~ATMs

~~Our~~The ~~business~~number isof ~~subject~~Athena Bitcoin ATMs increased from 3,111 to ~~the~~3,126 ~~following~~or ~~trends~~0.01% as of December 31, 2024 and ~~uncertainties:~~March 31, 2025, respectively. The number of Athena Bitcoin ATMs increased from 2,187 to 3,111 or 42% as of December 31, 2023 and 2024, respectively.

· Adoption of crypto assets as a medium of exchange by merchants and their trading partners could decrease and reduce the demand for crypto asset transactions at the Company’s Bitcoin ATMs. · Adoption of crypto assets as a store of value by investors could decrease and reduce the demand for crypto asset transactions at the Company’s Bitcoin ATMs. · The total number of Bitcoin ATMs could reach a saturation in the markets where the Company operates.Transactions

Median ATM transaction size for Bitcoin decreased from $180 to $125, or 31% while the number of transactions increased from 40,028 to 62,326, or 36% during the three months ended March 31, 2024 and 2025, respectively. Median ATM transaction size for all crypto assets decreased from $180 to $150, or 17% while the number of transactions increased from 100,495 to 185,789, or 85% during the twelve months ended December 31, 2023 and 2024, respectively.

Median OTC transaction size for all crypto assets decreased from $49,500 to $21,700 or 56% while the number of transactions decreased from 43 to 41 or 5% during the three months ended March 31, 2024 and 2025, respectively. Median OTC transaction size for all crypto assets decreased from $100,000 to $40,661 or 59% while the number of transactions increased from 120 to 83, or 31% during the twelve months ended December 31, 2023 and 2024, 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; one-time expenses (credit loss, litigation and software development impairment); 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 as presented in this prospectus 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 in this prospectus 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

	Three Months Ended March 31, 2025		Year Ended December 31, 2024		Year Ended December 31, 2023
	(in thousands)

Net income	$	2,624	$	10,284	$	11,196
Adjusted to exclude the following:
Interest expense		282		1,884		2,380
Fees on virtual vault services		454		2,059		1,039
Income tax expense		1,024		4,733		4,490
One-time expenses (credit loss, litigation and software development impairment)		–		3,798		2,383
Depreciation and amortization		2,001		5,173		2,199
Adjusted EBITDA	$	6,385	$	27,931	$	23,687

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;

	·	The price and volatility of crypto assets

	·	Adoption of crypto assets as a medium of exchange by merchants and their trading partners

	·	Adoption of crypto assets as a store of value by investors

	·	The total number of Bitcoin ATMs could reach a saturation in the markets where the Company operates, and the demand, as measured on a per Bitcoin ATM basis, would decrease

	·	Investments made by the Company, including in new technologies and strategic acquisitions

	·	Ability to determine the transaction fee for ATM transactions

	·	Product and service offerings, including potentially increasing its white-label service offerings.

	·	Regulations in U.S. and international market

	·	Access to supply of new ATM machines from third-party manufacturers

Components of Results of Operations

Revenue

~~Since~~Athena ~~2019, the Company has derived approximately 95% of its revenue from the sale of~~ Bitcoin ~~through its network of~~ ATM machines and its over-the-counter desk. As the Company expands its operations, the Company expects additional revenue from its white label and ancillary business lines. For the three months ended September 30, 2021, white label business operations in El Salvador that started during the quarter, generated almost 6.6% of total revenue while ancillary business activities contributed less than 0.5% of total revenue.

~~Cost~~We generate the majority of our revenue from the sale of bitcoin through our network of ATM machines. The Company generated 96%, 96% and 89% of its revenue from ATM sales for the three months ended March 31, 2025 and the years ended December 31, 2024 and 2023, respectively. The Company recognizes revenue at the point in time when the customer receives the crypto asset. The revenue recognized is the gross transaction amount of crypto assets sold. Revenue is primarily correlated with transaction volume.

~~Cost~~Athena of revenues consists primarily of expenses related to the acquisition of crypto assets (including the costs to purchase crypto assets). The crypto asset is recorded at cost of acquisition, i.e., it is inclusive of the markdown. The Company assigns the costs of crypto assets sold in its revenue transactions on a first-in, first-out basis. The crypto asset acquired is included with other digital assets owned by the Company and the asset on hand at end of each period is subjected to the same impairment accounting policy.Plus

~~Additionally,~~We ~~cost~~generate ofrevenue ~~revenues~~from ~~includes~~selling ~~the~~crypto ~~cost~~assets ofto ~~installing~~institutional ~~the~~traders ~~ATMs~~and ~~(including~~organizations. ~~shipping~~These ~~and~~are ~~handling~~typically ~~expenses),~~done via the ~~costs~~phone. ofThe ~~operating~~Company ~~the~~generated ~~ATMs~~3%, ~~from~~2% ~~which~~and ~~crypto~~8% ~~assets~~of ~~are~~its ~~sold~~revenue ~~(including~~from ~~the~~Athena ~~associated~~Plus ~~rent~~for ~~expense,~~the ~~related~~three ~~incentives,~~months ~~ATM~~ended ~~cash~~March ~~losses~~31, ~~software~~2025 ~~licensing~~and ~~fees~~the ~~for~~years ~~the~~ended ~~ATMs~~December 31, ~~depreciation~~2024 and 2023, ~~general~~respectively. The Company recognizes ~~liability~~revenue ~~insurance,~~at ~~and~~the ~~utilities),~~point ~~fees~~in ~~paid~~time towhen ~~service~~the customers receive the ~~ATM~~crypto ~~machines~~asset. ~~and~~The ~~transport~~revenue ~~cash~~recognized tois the ~~banks,~~gross ~~and~~transaction ~~outsourced~~amount ~~customer~~of ~~support~~crypto ~~staff~~assets ~~for~~sold. ~~white~~Revenue ~~label~~is ~~and~~primarily ~~ancillary~~correlated ~~services~~with transaction volume.

33White-label Service

We generate revenue by installing and operating ATMs on behalf of third parties. Operating responsibilities include providing the ATMs, loading and unloading cash, setting up the network, repairs and maintenance, and software upgrades, if necessary. The Company generated 1%, 2% and 3% of its revenue from white-label service for the three months ended March 31, 2025 and the years ended December 31, 2024 and 2023, respectively. We charge a fixed monthly service fee to operate these machines. We also charge customers an additional fixed price for certain services, which is an insignificant part of the total revenue for white-label service (less than 1 %). The Company does not sell crypto assets to these customers. The Company recognizes the monthly service fee over the term of the service contract.

The Company permits the customer to terminate the white-label service contract for specific ATMs as well as in total at any point during the contractual term for no penalty. As a result, the contracts for each ATM are considered month to month.

Ancillary

The Company is actively engaged in looking into other revenue streams that may aid our mission to connect the world with the new global digital financial system. We have engaged in projects such as developing software that may help customers manage their crypto assets as well as selling POS terminals to customers.

Through March 31, 2025, the ancillary revenue stream has been sporadic and immaterial. The Company generated less than 1% of its revenue from these other revenue streams for the quarter ended March 31, 2025 and the years ended December 31, 2024 and 2023, respectively.

Cost of Revenues

Cost of revenues consists primarily of expenses related to the acquisition of crypto assets (including the costs to purchase crypto assets from users in our ATMs and from third-party exchanges). The acquired crypto asset is recorded at cost of acquisition, i.e., it is inclusive of any surcharge or markdown. The Company commonly acquires crypto assets through third-party dealers and exchanges, as well as purchasing crypto assets from customers through our two-way ATMs. The Company assigns the costs of crypto assets sold in its revenue transactions on a first-in, first-out basis.

The crypto assets acquired are initially measured at cost and subsequently measured at fair value, with changes in fair value recorded in net income in each reporting period. The change in fair value is reflected in cost of revenues in the consolidated statement of operations and comprehensive income. The Company through its proprietary knowledge rarely holds crypto assets for more than 2 days, reducing this risk.

Additionally, cost of revenues includes the cost of installing the ATMs, the costs of operating the ATMs from which crypto assets are sold (including the associated rent expense, related incentives, ATM cash losses, software licensing fees for the ATMs, depreciation, general liability insurance, and utilities), fees paid to service the ATM machines and transport cash to the banks, and outsourced customer support staff for white-label services.

Operating Expenses

The Company'’s expenses consist of ~~salaries and benefits,~~ general and administrative ~~expenses~~, sales and marketing ~~expenses~~, technology and ~~other~~development ~~operating expenses. The Company sees opportunities for growth as the economies of the countries it operates in recover from the COVID-19 pandemic~~ and ~~additional~~other ~~machines are deployed. As such, we expect our~~ operating expenses ~~to increase in future periods~~. As our ATM count and sales volume increase, we expect to see increases in direct salaries and benefits. As we invest in new opportunities, we expect to see increases in sales and marketing, and general and administrative expenses, including public company operating costs.

Salaries and Benefits

Cost of salaries and benefits includes all employee-related expenses. Employee-related costs recorded in salaries and benefits consist of salaries, taxes, benefits and equity-based compensation.

Sales and Marketing

Sales and marketing expenses consist primarily of costs of general marketing and promotional activities, advertising fees used to drive subscriber acquisition, commissions, the production costs to create our advertisements. The Company doesn’t have employees who solely manage our marketing and brand, and there are no expenses related to salaries and benefits of such employees and other allocated overhead costs.

General and Administrative

General and administrative expenses consist ~~primarily~~ primarily of salaries and wage expense, non-personnel costs, such as legal, accounting, and other professional fees~~, not expensed under salaries and benefits~~. In addition, general and administrative expenses include rent and travel costs, and all other supporting corporate expenses not allocated to other departments.

Sales and Marketing

Sales and marketing expenses generally consist of costs of general marketing and promotional activities, advertising fees used to drive subscriber acquisition, commissions, the production costs to create our advertisements and salaries, wages and contractor costs of marketing personnel.

Technology and Development

Technology and development costs are expenses incurred to develop the Company’s other revenue streams, primarily software.

Other Operating Expenses

Other operating expenses consists of fees related to immigration of employees and other employee transition expenses.

Impairment of Capitalized Software Development Costs

Impairment of capitalized software development costs relates to impairment specific to capitalized software associated with the development of the XPay Wallet and Ruru Wallet app.

Interest Expense

Interest expense, ~~net~~ consists of interest expense, and includes amortization of debt discount and issuance costs.

Fees on ~~Crypto~~Virtual ~~Asset Borrowings~~Vault Services

~~Fees~~Virtual onVault is ~~crypto~~a ~~asset~~term ~~borrowings~~used isin the ~~fair~~ ~~value~~Armored Car and Cash Transport industry to define a service provided by armored car services for assets considered property of ~~fees~~the ~~payable,~~bank when ~~typically~~the bank does not have a physical vault or location in ~~the~~a ~~crypto~~given ~~asset~~state ~~borrowed,~~or onlocation. The fees for virtual vault services included in the ~~outstanding~~accompanying ~~borrowings~~consolidated statement of ~~crypto~~operations ~~assets~~and ~~calculated~~comprehensive asincome ~~percentage of~~are ~~principal~~for ~~outstanding~~a ~~and~~currency ~~current~~availability ~~price~~service ofprovided to the Company ~~crypto~~by ~~asset~~its bank for making funds held in ~~which~~a itvirtual vault immediately available to the Company. Neither the term nor the service is related ~~payable~~to virtual currency or crypto assets.

~~Provision~~Other ~~for~~ (~~Benefit from~~Income) ~~Income Taxes~~ Expense

~~The~~This ~~Company~~includes ~~was~~foreign ~~taxed~~currency ~~as a~~transaction ~~partnership for U.S. federal and state income tax purposes for tax years prior to 2020. There is no provision for income taxes for~~gain/loss ~~those years. The Company accrues liabilities for uncertain tax positions that are not more likely than not to be sustained upon examination as of December 31, 2020~~ and ~~2019. Interest and~~ penalties ~~related~~as ~~to uncertain tax positions are recorded in accrued liabilities in the accompanying consolidated balance sheets~~applicable. ~~The Company had no unrecognized tax benefits at December 31, 2020 and 2019, that, if recognized, would affect its annual effective tax rate.~~

34Income Tax Expense

The Company was taxed as a partnership for U.S. federal and state income tax purposes for tax years prior to 2020. There is no provision for income taxes for those years.

For periods after 2020 income taxes are accounted for under an asset and liability approach. This process involves calculating the temporary and permanent differences between the carrying amounts of the assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. The temporary differences result in deferred tax assets and liabilities, which are recorded on the consolidated balance sheets in accordance with FASB ASC 740, Income Taxes (“ASC 740”), which established financial accounting and reporting standards for the effect of income taxes. The likelihood that its deferred tax assets will be recovered from future taxable income must be assessed and, to the extent that recovery is not likely, a valuation allowance is established. Changes in the valuation allowance in a period are recorded through the income tax provision in the consolidated statements of operations and comprehensive income.

The Company accrues liabilities for uncertain tax positions that are not, more likely than not, to be sustained upon examination as of March 31, 2025, December 31, 2024, and 2023. Interest and penalties related to uncertain tax positions are recorded in accrued liabilities in the accompanying consolidated balance sheets. The Company had no unrecognized tax benefits as of March 31, 2025, December 31, 2024 and 2023, that if recognized, would affect its annual effective tax rate.

Results of Operations

The ~~following~~majority ~~table~~of ~~summarizes~~the ~~our~~numbers ~~results~~presented below are ofrounded ~~operations~~numbers ~~for~~and ~~the~~should ~~periods~~be ~~presented~~considered ~~(in~~as ~~thousands):~~approximate.

	Three Months Ended September 30									Nine Months Ended September 30
	2021			2020			% Change			2021			2020			% Change
	(in thousands)
Revenues	$	19,478		$	25,146			(23%	)	$	62,987		$	49,035			28%
Cost of revenues		18,224			22,627			(19%	)		58,004			45,126			29%
Gross profit (loss)		1,254			2,519			(50%	)		4,983			3,909			27%
Operating expenses:
Salaries and benefits		718			585			23%			1,855			2,050			(10%	)
General and administrative		859			254			238%			1,376			616			123%
Sales and marketing		37			2			1,750%			54			8			575%
Theft of bitcoin		–			–			0%			1,600			–			100%
Other operating expense		12			13			(8%	)		12			45			(73%	)
Total operating expenses		1,626			854			90%			4,897			2,719			80%
Income (loss) from operations		(372	)		1,665			(122%	)		86			1,190			(93%	)
Fair value adjustment on crypto asset borrowing derivatives		182			312			(42%	)		378			531			(29%	)
Interest expense		164			264			(38%	)		463			746			(38%	)
Fees on crypto asset borrowings		23			219			(89%	)		114			304			(63%	)
Other expense		52			(33	)		(258%	)		170			132			29%
Income (loss) before income taxes		(793	)		903			(188%	)		(1,039	)		(523	)		99%
Income tax expense (benefit)		(253	)		164			(254%	)		(261	)		10			(271%	)
Net income (loss)	$	(540	)	$	739			(173%	)	$	(778	)		(533	)		46%

For the Three Months Ended March 31, 2025 Compared to the Three Months Ended March 31, 2024

Components of Results of Operations

	For the three months ended
(in thousands)	March 31, 2025			March 31, 2024
Revenues	$	72,629		$	81,413
Cost of revenues		64,498			68,090
Gross profit		8,131			13,323

Operating expenses:
Technology and development		458			198
General and administrative		3,054			2,398
Sales and marketing		491			449
Other operating (income) expense		(282	)		221
Total operating expenses		3,721			3,266

Income from operations		4,410			10,057

Interest expense		282			1,151
Fees on virtual vault services		454			545
Other expense		26			98
Income before income taxes		3,648			8,263
Income tax expense		1,024			2,217
Net income	$	2,624		$	6,046

	Three Months Ended September 30							Nine Months Ended September 30
	2021		2020		% Change			2021		2020		% Change
	(in thousands)
Revenue
Athena ATM	$	14,404	$	21,908		(34%	)	$	47,872	$	37,824		27%
Over-the counter		3,703		3,216		15%			13,710		11,140		23%
White label		1,278		–		n.m.			1,278		–		n.m.
Ancillary		88		–		n.m.			88		–		n.m.
BitQuick and other		5		22		(77%	)		39		71		(45%	)
	$	19,478	$	25,146		(23%	)	$	62,987	$	49,035		28%

Revenues

	Three Months Ended March 31
	2025		2024		$ Change			% Change
	(in thousands)
Revenue by stream
Athena Bitcoin ATM	$	69,467	$	78,621	$	(9,154	)		(12%	)
Athena Plus (OTC)		2,421		1,495		926			62%
White-label Service		483		1,272		(789	)		(62%	)
Ancillary and other		258		25		233			932%
Total Revenue	$	72,629	$	81,413	$	(8,784	)		(11%	)

	Three Months Ended September 30							Nine Months Ended September 30
	2021		2020		% Change			2021		2020		% Change
	(in thousands)
Revenue
United States	$	17,607	$	24,910		(29%	)	$	60,455	$	48,496	25%
El Salvador		1,744		–		n.m			1,947		–	n.m.
International		127		236		(46%	)		585		539	9%
	$	19,478	$	25,146		(23%	)	$	62,987	$	49,035	28%

~~Note:~~Athena ~~n.m.~~Bitcoin ~~defined~~ATM ~~as not meaningful.~~Revenue

~~Three~~Athena ~~Months~~Bitcoin ~~Ended~~ATM ~~September~~revenue 30decreased $9,154,000 or ~~2021~~12% ~~Compared~~from ~~with~~$78,621,000 ~~Three~~to $69,467,000 during the three months ended March 31, 2024 and 2025, respectively. The decline in revenue is ~~Months~~primarily ~~Ended~~due ~~September~~to 30decrease of the size of individual transactions, ~~2020~~despite an increase in overall transaction volume, driven by economic factors and market volatility. Median transaction size for all crypto assets decreased from $220 to $125, or 43% and the average markup for bitcoin decreased from 26% for the three months ended March 31, 2024 to 20% for the three months ended March 31, 2025. The number of ATMs increased from 2,339 to 3,126, or 34% as of March 31, 2024 and 2025, respectively. The increase in ATMs resulted in an increase in the number of transactions from 39,468 to 61,465 or 56% for the three months ended March 31, 2024 and 2025, respectively.

Athena ATM revenue decreased $7,504,000 or 34%. Average transaction size for all crypto assets decreased from $730 to $699, or 4% while number of transactions decreased from 30,023 to 20,614, or 31%. Number of ATMs increased from 151 to 176, or 17%. The table below shows Bitcoin sales in Athena ATM.Plus

Bitcoin Sales	Three Months Ended September 30						Nine Months Ended September 30
	2021		2020		% Change		2021		2020		% Change
Quantity sold		294		1,738		n.m.		915		3,301		n.m.
Average selling price	$	46,932	$	12,404		n.m.	$	50,478	$	11,205		n.m.
Average mark up		13.4%		17.5%		(410 bps)		14.4%		16.9%		(250 bps)
% Athena ATM revenue (1)		96%		98%				96%		98%

Athena Plus revenue increased 926,000 or 62% from $1,495,000 to $2,421,000 during the three months ended March 31, 2024 and 2025, respectively. Median transaction size for all crypto assets decreased from $49,500 to $21,700 or 56% and the number of sales transactions decreased from 43 to 41, or 5%. Athena Plus revenue is dependent on the demands of certain institutional traders, which vary period to period.

~~Note:~~White-Label ~~n.m. defined as not meaningful.~~Service

(White-Label Service revenue decreased $789,000 or 62% from $1),272,000 ~~Ethereum~~to $483,000 ~~Litecoin~~during the three months ended March 31, 2024 and ~~BCH~~2025, ~~accounted~~respectively. This decrease is driven by a change ~~for~~in terms of the ~~remaining~~contract ~~revenue~~during the last quarter ended December 31, 2024.

Over-the-counter revenue increased $487,000 or 15%. Average transaction size for all crypto assets increased from $30,964 to $112,246, or 263% while number of transactions decreased from 104 to 33, or 71%. The table below shows Bitcoin sales in Over-the-counter.Ancillary

Bitcoin Sales	Three Months Ended September 30								Nine Months Ended September 30
	2021		2020			% Change			2021			2020			% Change
Quantity sold		88		293			n.m.			265			1,167			n.m.
Average selling price	$	42,231	$	11,008			n.m.		$	46,675		$	9,362			n.m.
Average mark up		3.7%		4.3%			(600bps	)		3.2%			3.2%
% of Over-the-counter revenue		100%		99%	(1)					93%	(2)		98%	(3)
Remaining Revenue		E

Ancillary revenue increased $233,000 or 932% from $25,000 to $258,000 during the three months ended March 31, 2024 and 2025, respectively. This increase is primarily due to the Company recognizing revenues related to transaction fees charged to affiliates. Ancillary revenue is non-recurring revenue, as it is dependent on one-time projects to help develop the crypto ecosystem.

~~_________________~~ Total Revenues

~~Note:~~Total nrevenues were $72,629,000 for the three months ended March 31, 2025, as compared to total revenues of $81,413,000 for the three months ended March 31, 2024, representing a decrease in revenues of $8,784,000 or 11%.m The decrease in revenues is attributable to market uncertainty which resulted in decreases in (i) the volume of sales and (ii) the sales price per transaction. ~~defined~~Uncertainty asin ~~not~~the ~~meaningful~~market was triggered by geopolitical and economic changes triggered by new tariffs, fears of inflation and employment instability in the U.S.

(1) Litecoin accounted for the remaining revenue.

(2) Ethereum, Litecoin, and Tether accounted for the remaining revenue.

(3) Ethereum and Litecoin accounted for the remaining revenue.

The Company began operating and maintaining ATMs for the Department of Treasury (Ministerio de Hacienda) of El Salvador in September 2021 and recorded $1,278,000 of white label revenue of which $300,000 was attributed to a one-time fee installation of ATMs in El Salvador. There was no corresponding activity in the same period in the prior year.

Under ancillary revenue, the Company recorded $88,000 from the sale of POS terminals to customers. There was no corresponding activity in the same period in the prior year. This activity is sporadic and non-recurring.

BitQuick fees (for facilitating transactions in only Bitcoin, recognized on a net basis) and other revenue decreased $17,000 or 77%, due to changing customer preferences. The Company is evaluating options which include closing down this business line.

Nine Months Ended September 30, 2021 Compared with Nine Months Ended September 30, 2020

Athena ATM revenue increased $10,048,000 or 27%. Average transaction size for all crypto assets increased from $485 to $639, or 32% while number of transactions decreased 4%. Number of ATMs increased from 133 to 172, or 29%.

Over-the-counter revenue increased $2,570,000 or 23%. Average transaction size for all crypto assets increased from $29,710 to $78,802, or 165% while number of transactions decreased from 375 to 174, or 54%

White label revenue, attributable to the services provided to the government of El Salvador, added $1,278,000 in September 2021 and there was no corresponding activity in the same period in the prior year.

Ancillary revenue recorded $88,000 and there was no corresponding activity in the same period in the prior year.

BitQuick fees (for facilitating transactions in only Bitcoin, recognized on a net basis) and other revenue decreased $32,000 or 45%, due to changing customer preferences.

Cost of Revenues and Gross Profit

~~Three~~Cost ~~Months~~of ~~Ended~~revenues ~~September~~consists 30primarily of expenses related to the acquisition of Bitcoin; including the costs to purchase Bitcoin from users of the Company’s ATMs and from third-party exchanges which are assigned on a first-in, ~~2021~~first-out ~~Compared~~basis, ~~with~~and ~~Three~~cost of revenues includes the costs of operating the ATMs from which ~~Months~~Bitcoin ~~Ended~~are ~~September~~sold 30(including the associated rent expense, ~~2020~~related incentives, ATM cash losses, software licensing fees for the ATMs, depreciation, insurance, and utilities), crypto asset impairment and fees paid to service the ATMs and the transport of cash to the banks. For the three months ended March 31, 2025 and 2024, the costs related to the acquisition of Bitcoin sold were $53,706,000 and $60,588,000, respectively. Impairment of crypto assets held for the three months ended March 31, 2024 was $126,000. The change in value of crypto assets held for the three months ended March 31, 2025 was $46,000. The decrease in cost related to acquisition of Bitcoin sold was primarily a result of a decline in revenue for the period. For the three months ended March 31, 2025 and 2024, the costs of operating the ATMs were $10,792,000 and $7,469,000, respectively. The increase in operating the ATMs was primarily driven by the increase in the number of ATMs installed which increased from 2,339 to 3,123, or 34% from March 31, 2024 to March 31, 2025, respectively.

Cost of revenues is comprised primarily of the expenses related to the acquisition of crypto assets sold and the costs of operating the ATMs from which the crypto assets are sold. For the three months ended September 30, 2021 and 2020, the expenses related to the acquisition of crypto assets sold were $16,249,000 and $21,560,000, respectively. The increase in expenses related to acquisition of crypto assets sold was primarily a result of the increased sales of crypto assets. For the three months ended September 30, 2021 and 2020, the costs of operating the ATMs were $1,043,000 and $1,067,000,, respectively. For the three months ended September 30, 2021, cost of revenues also included cost of white label ATM installations and software maintenance associated with the El Salvador Contracts of $933,000.72

Gross profit decreased $15,~~265~~912,000 or 5039%, ~~due~~and gross profit percentage decreased from 16% to ~~lower~~11%, ~~Athena~~from ~~ATM~~March ~~revenues.~~31, ~~Gross~~2024 ~~profit~~to ~~percentage~~March ~~decreased~~31, ~~due~~2025, respectively, primarily due to athe ~~higher~~decline ~~contribution~~in revenue alongside rising operating costs for ATMs, attributed to ~~revenue~~the ~~from~~increased ~~OTC~~number ~~services~~of asmachines in operation. As discussed above, the decrease ~~well~~in asgross ~~margin~~profit ~~pressure~~was onalso ~~Athena~~attributable ~~ATM~~to ~~revenue~~decreases ~~for~~in ~~three~~revenues, ~~months~~offset ~~ended~~by ~~September~~decreases 30in cost of revenues, ~~2021~~that ~~compared~~result tofrom ~~three~~market ~~months~~uncertainty which ~~ended~~resulted ~~September~~in 30decreases in (i) the volume of sales, ~~2020~~(ii) the sales price per transaction and (iii) decreases in the acquisition cost ~~when~~of ~~demand~~Bitcoin. Uncertainty in the market was ~~exceptionally~~triggered ~~strong~~by geopolitical and economic changes triggered by new tariffs, fears of inflation and employment instability in the U.S.

Nine Months Ended September 30, 2021 Compared with Nine Months Ended September 30, 2020

Cost of revenues is comprised primarily of the expenses related to the acquisition of crypto assets sold and the costs of operating the ATMs from which the crypto assets are sold. For the nine months ended September 30, 2021 and 2020, the expenses related to the acquisition of crypto assets sold were $54,349,000 and $42,860,000,, respectively. The increase in expenses related to acquisition of crypto assets sold was primarily a result of the increased sales of crypto assets. For the nine months ended September 30, 2021 and 2020, the costs of operating the ATMs were $2,720,000 and $2,265,000, respectively.

Gross profit increased $1,073,000 or 27%, due to growth in both Athena ATM and OTC revenues. Gross profit percentage increased slightly due primarily to incremental revenue from Athena ATM and favorable product mix.

Operating Expenses

~~Three~~Total ~~Months~~operating ~~Ended~~expenses ~~September~~increased 30$455,000 ~~2021~~or ~~Compared~~14% ~~with~~from ~~Three~~the ~~Months~~three ~~Ended~~months ~~September~~ended 30March 31, ~~2020~~2024 to the three months ended March 31, 2025. Breakdown of total operating expenses are shown below.

Operating expenses increased $772,000 or 90%, primarily attributable to increased general and administrative cost associated with expansion into El Salvador. General and administrative cost increased $605,000; salaries and benefits increased $133,000; sales and marketing increased $35,000, and other operating expense decreased $1,000. Increased costs associated with expansion into El Salvador of $618,000 or 80% of the total increase, included salaries, wages, and other labor costs of $206,000, office expenses of $69,000, software subscriptions of $32,000, sales and marketing of $36,000, and travel, meals and lodging expense of $276,000. Through the period ended September 30, 2021, the Company booked expenses related to the Chivo Ecosystem in the amount of $121,000. The government of El Salvador discontinued use of the platform on or about December 15, 2021, but has not terminated its contract with the Company while the Company assists the government’s secondary provider. However, the government of El Salvador has indicated that it may resume utilizing the Company’s software, and therefore our estimation of anticipated costs related to the development of the Chivo Ecosystem platform are uncertain.

	Three Months Ended March 31
	2025			2024		$ Change			% Change
	(in thousands)

Technology and development	$	458		$	198	$	260			130%
General and administrative		3,054			2,398		656			27%
Sales and marketing		491			449		42			9%
Other operating		(282	)		221		(503	)		(228%	)
	$	3,721		$	3,266	$	455			14%

~~Nine~~We ~~Months~~incurred ~~Ended~~technology ~~September~~and 30development expenses of $458,000 ~~2021~~for ~~Compared~~the ~~with~~three ~~Nine~~months ~~Months~~ended March 31, 2025, compared to expenses of $198,000 for the three months ended March 31, ~~Ended~~2024, ~~September~~representing 30an increase in technology and development expenses of $260,000 ~~2020~~or 131%. The increase in technology and development expenses is attributable to the expansion of the technology teams and additional infrastructure to support our expanding activities and the commercialization of other products and services.

~~Operating~~We incurred general and administrative expenses of ~~increased~~$3,054,000 and $2,~~178~~398,000 ~~or 80%,~~for ~~primarily~~the ~~attributable~~three tomonths ~~the~~ended ~~theft~~March of31, 292025 ~~bitcoin~~and ~~with~~2024, arespectively, ~~cost~~representing ~~basis~~an increase of $1656,~~600,~~000 inor 27% ~~March~~for ~~2021~~the ~~and~~2025 ~~increased~~period, ~~general~~compared ~~and~~to ~~administrative cost~~the ~~associated~~2024 ~~with~~period. ~~expansion~~The ~~into~~increase Elresulted ~~Salvador.~~from ~~General~~an ~~and~~increase ~~administrative~~in ~~cost~~(i) ~~increased $760,000,~~ salaries ~~and~~attributable ~~benefits~~to ~~decreased~~a) additional ~~$195,000,~~personnel ~~sales~~to ~~and~~meet ~~marketing~~the ~~increased~~needs ~~$46,000,~~of our growth and ~~other~~b) ~~operating~~the ~~expense~~hiring ~~decreased~~of ~~$33,000.~~additional ~~Increased~~management ~~costs~~for ~~associated~~the ~~with~~experienced ~~expansion into~~growth, El(ii) ~~Salvador~~legal offees ~~$652~~relating to corporate matters,~~000~~ orlitigation ~~30%~~and ofSEC ~~the~~filings ~~total~~such ~~increase,~~as ~~included~~our ~~salaries,~~recent ~~wages~~filings of Form S-1, ~~and~~(iii) ~~other~~insurance ~~labor~~as ~~costs~~we ofincreased ~~$219,000,~~limits ~~office~~on ~~expenses~~most of ~~$70~~our coverages,~~000,~~ ~~software~~and ~~subscriptions~~(iv) offees ~~$32,000,~~for ~~sales~~accounting and ~~marketing~~consulting ofservices ~~$45,000,~~which ~~and~~increased ~~travel,~~due ~~meals~~to meeting the additional filing requirements and ~~lodging~~more ~~expense~~complicated oftax ~~$288~~issues compared to the previous filing for the three months ended March 31,~~000~~ 2024.

~~Salaries~~We incurred sales and ~~Benefits~~marketing expenses of $491,000 during the three months ended March 31, 2025, as compared to sales and marketing expenses of $449,000 for the three months ended March 31, 2024, representing an increase in sales and marketing expenses of $42,000 or 9%. The increase is attributable to an increase in sales and marketing personnel and more participation in trade shows.

	Three Months Ended September 30				%Change	Nine Months Ended September 30					%Change
(in thousands)	2021		2020				2021		2020
Salaries and benefits	$	718	$	585	23%		$	1,855	$	2,050	(9%	)

Interest and Fees

Three Months Ended September 30, 2021 Compared with Three Months Ended September 30, 2020

	Three Months Ended March 31
	2025		2024		$ Change			% Change
	(in thousands)

Interest expense	$	282	$	1,151	$	(869	)		(75%	)
Fees for virtual vault services		454		545		(91	)		(17%	)

~~Salaries~~We ~~and~~incurred ~~benefits~~interest ~~increased~~expense of $~~133~~282,000 orduring ~~23%~~the three months ended March 31, ~~primarily~~2025, ~~due~~as compared to ~~expansion~~interest ~~into~~expense Elof ~~Salvador~~$1,151,000 for the three months ended March 31, 2024, representing a decrease in interest expense of $869,000 or 75%. The decrease is attributable to the repayment, during the three months ended March 31, 2024, of a Senior Secured Loan Agreement, as amended and Senior Secured Revolving Credit Promissory 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.

~~Nine Months Ended September 30, 2021 Compared with Nine Months Ended September 30, 2020~~73

~~Salaries and~~Fees ~~benefits~~for virtual vault services decreased $~~195~~91,000 or 1017% from $545,000 to $454,000 from March 31, 2024 to March 31, 2025, respectively, primarily due to a decrease of ~~$477,000~~ATM inrevenue ~~stock-based~~for ~~compensation~~the period ~~expense~~ and ~~partially~~the ~~offset by~~Company’s ~~increase~~decreased use of its bank currency availability service which makes funds held in ~~headcount~~a virtual vault immediately available to the Company.

~~Fair~~Income ~~Value~~Tax ~~Adjustment on Crypto Asset Borrowing Derivatives~~Expense

	Three Months Ended September 30				%Change		Nine Months Ended September 30					%Change
(in thousands)	2021		2020					2021		2020
Fair value adjustment on crypto asset borrowing derivatives	$	182	$	312	(42%	)		$	378	$	531	(29%	)

Income tax expense decreased $1,193,000 or 54% from $2,217,000 to $1,024,000 from March 31, 2024 to March 31, 2025, respectively. The decrease in income tax expense is mainly due to the reduction of the withholding tax liability of $212,000 alongside a decrease in income before income taxes, of $4,615,000 or 56% from $8,263,000 to $3,648,000 in March 31, 2024 to March 31, 2025, respectively.

38Net Income

~~Three~~We ~~Months~~had ~~Ended~~net ~~September~~income 30of $2,624,000 ~~2021~~for the three ~~Compared~~months ~~with~~ended ~~Three~~March ~~Months~~31, ~~Ended~~2025, ~~September~~compared 30to $6,046,000 ~~2020~~for the three months ended March 31, 2024, representing a decrease in net income of $3,422,000 or 57%, for the reasons discussed above.

~~Fair~~Comparison ~~value adjustment on crypto asset borrowing derivatives decreased $130,000 or 42%. The net decrease is primarily due to a 71 bitcoin decrease in the principal balance outstanding from 80 bitcoin as~~ of ~~September 30, 2020 to 9 bitcoin as of September 30, 2021, partially offset by an increase in fair value of Bitcoin. See Note 7 to our condensed consolidated financial statements (unaudited) for~~ the ~~three~~Years ~~months~~Ended ~~ended~~December ~~September 30~~31, ~~2021~~2024 and ~~2020.~~2023

Nine Months Ended September 30, 2021 Compared with Nine Months Ended September 30, 2020

Loss on crypto asset borrowing derivatives decreased $153,000 or 29%. The net decrease is primarily due to a 71 bitcoin decrease in the principal balance outstanding from 80 bitcoin as of September 30, 2020 to 9 bitcoin as of September 30, 2021, partially offset by an increase in fair value of Bitcoin. See Note 7 to our condensed consolidated financial statements (unaudited) for the nine months ended September 30, 2021 and 2020.

Interest and Fees on Crypto Asset Borrowings

	Three Months Ended September 30							Nine Months Ended September 30
(In thousands)	2021		2020		% Change			2021		2020		% Change
Interest expense	$	164	$	264	$	(38%	)	$	463	$	746		(38%	)
Fees on crypto asset borrowings		23		219		(89%	)		114		304		(6%	)

Three Months Ended September 30, 2021 Compared with Three Months Ended September 30, 2020

Interest expense decreased $100,000 or 38%, as the Company paid off its long-term debt with a principal balance of $1,675,000 in May 3, 2021.

Fees on crypto asset borrowings decreased $196,000 or 89%, primarily due to the 15 Bitcoin reduction in fees due to the decreased in the principal balance outstanding from 80 bitcoin as of September 30, 2020 to 9 bitcoin as of September 30, 2021 and was partially offset by an increase in fair value of Bitcoin.

Nine Months Ended September 30, 2021 Compared with Nine Months Ended September 30, 2020

Interest expense decreased $283,000 or 38%, as the Company paid off its long-term debt with a principal balance of $1,675,000.

Fees on crypto asset borrowings decreased $190,000 or 63%, primarily due to the 16 Bitcoin reduction in fees due to the decreased in the principal balance outstanding from 80 bitcoin as of September 30, 2020 to 9 bitcoin as of September 30, 2021 and was partially offset by an increase in fair value of Bitcoin.

Income Tax Expense (Benefit)

Three Months Ended September 30, 2021 Compared with Three Months Ended September 30, 2020

Income tax benefit increased $447,000, as the Company recognized income tax benefit on losses incurred during the three months ended September 30, 2021.

Nine Months Ended September 30, 2021 Compared with Nine Months Ended September 30, 2020

Income tax benefit increased $301,000, as the Company recognized income tax benefit on losses incurred during the nine months ended September 30, 2021, primarily due to the theft of Bitcoin in March 2021.

Net Loss/Income Attributable to Common Stockholders

Three Months Ended September 30, 2021 Compared with Three Months Ended September 30, 2020

We realized a net loss attributable to common stockholders of $334,000, or 0.000083 cents per share, for the three months ended September 30, 2021, compared to a net income attributable to common stock shareholders of $739,000, or 0.00023 per share, during the three months ended September 30, 2020, representing an increase in net loss attributable to common stockholders of $1,073,000 or 145%.

Nine Months Ended September 30, 2021 Compared with Nine Months Ended September 30, 2020

We realized a net loss attributable to common stockholders of $572,000, or 0.00013 cents per share, for the nine months ended September 30, 2021, compared to a net loss attributable to common stock shareholders of $533,000, or 0.00014 per share, during the nine months ended September 30, 2020, representing a decrease in net loss attributable to common stockholders of $200,000 or 38%.

Comparison of the Years Ended December 31, 2020 and 2019

The table below sets forth, for the periods presented, certain historical financial information.

	Year Ended December 31
	For the years ended
	2020		2019			$ Change			% Change
	December 31, 2024		December 31, 2023			$ Change			% Change
	(in thousands, except number of shares)
			(in thousands)
Revenues	$	68285,~~937~~391	$	22191,~~643~~807		$	4693,~~294~~584			~~204~~49%
Cost of revenues		62247,~~390~~391		21162,~~997~~624			4084,~~393~~767			~~184~~52%
Gross profit (loss)		6,547		646			5,901			913%
Gross profit		38,000		29,183			8,817			30%
Operating expenses:
Salaries and benefits		2,562		1,644			918			56%
Technology and development		1,351		978			373			38%
General and administrative		~~862~~10,513		15,~~087~~714			~~(225~~4,799	)		~~(21~~84%	)
Sales and marketing		181,898		43550			~~(25~~1,348	)		~~(58~~245%	)
Other operating expense		55		61			(6	)		(10%	)
Credit loss expense		798		–			798
Total operating expenses		3,497		2,835			662			23%
Litigation expense		3,000		–			3,000
Income (loss) from operations		3,050		(2,189	)		5,239			239%
Other operating expense		1,149		428			721			168%
Fair value adjustment on crypto asset borrowing derivatives		1,061		1,361			(300	)		(22%	)
Total operating expenses		18,709		7,670			11,039			144%
Interest expense		990		289			701			243%
Income from operations		19,291		21,513			(2,222	)		-10%
Fees on crypto asset borrowings		337		372			(35	)		(9%	)
Impairment on capitalized software development		–		2,383			(2,383	)
Other expense		74		(406	)		480			118%
Interest expense		1,884		2,380			(496	)		-21%
Loss before income taxes		588		(3,805	)		4,393			115%
Fees on virtual vault services		2,059		1,039			1,020			98%
Income tax expense		428		–			428			100%
Other expense		331		25			306			1224%
Net loss	$	160	$	(3,805	)		3,965			104%
Income before income taxes		15,017		15,686			(669	)		-4%
Comprehensive loss
Income tax expense		4,733		4,490			243			5%
Net loss	$	160	$	(3,805	)		3,965			104%
Net income	$	10,284	$	11,196		$	(912	)		-8%
Foreign currency translation adjustment		20		(114	)		134			118%
Basic earnings per share	$	0.00251	$	0.00282		$	–			-11%
Comprehensive loss	$	180	$	(3,919	)		4,099			105%
Diluted earnings per share	$	0.00236	$	0.00256		$	–			-8%
Weighted average shares outstanding - Basic		4,094,816,668		3,975,320,084			119,496,584			3%
Weighted average shares outstanding - Diluted		4,466,443,337		4,463,674,048			2,769,289			0%
Comprehensive income
Net income	$	10,284	$	11,196		$	(912	)		-8%
Foreign currency translation adjustment, net of tax		14		(80	)		94			-118%
Comprehensive income	$	10,298	$	11,116		$	(818	)		-7%

4074

~~Revenue~~Revenues

	Year Ended December 31
	Years Ended December 31
	2020		2019		$ Change			% Change
	2024		2023		$ Change			% Change
	(in thousands)
Athena ATM	$	55,268	$	14,273	$	40,995			287%
Revenue by stream
Over-the-counter		13,579		8,255		5,324			64%
Athena Bitcoin ATM	$	274,957	$	171,399	$	103,558			60%
BitQuick, and other		90		115		(25	)		(22%	)
Athena Plus (OTC)		4,977		15,267		(10,290	)		-67%
	$	68,937	$	22,643	$	46,294			204%
White-label Service		4,842		5,071		(229	)		-5%
Ancillary and other		615		70		545			779%
Total Revenue	$	285,391	$	191,807	$	93,584			49%

	Year Ended December 31
	2020		2019		$ Change		% Change
	(in thousands)
Revenue
United States	$	68,133	$	22,040	$	46,093		209%
International		803		101		702		695%
	$	68,936	$	22,141	$	46,795		211%

Athena Bitcoin ATM Revenue

Athena Bitcoin ATM revenue increased $40103,~~995~~558,000 or ~~287~~or 60% from $171,399,000 to $274,957,000 during the years ended December 31, 2023 to December 31, 2024, respectively. ~~Average~~Revenue increased as the result of an increase in the number of Athena Bitcoin ATMs and transactions, as well as market expansion into 11 additional states during the fiscal year ended December 31, 2024. Median transaction size for all crypto assets increased from $~~175~~150 to $1,523, or ~~199~~916% ~~while~~and the ~~number~~average markup for bitcoin remained at 22% during the years ended December 31, 2023 to December 31, 2024, respectively. The number of ~~transactions~~ATMs increased from 81 2,~~631~~187 to ~~105~~3,~~500~~111, or 2979%. ~~Number~~as of December 31, 2023 to December 31, 2024, respectively. The increase in ATMs ~~increased~~resulted in an increase in the number of transactions from 53100,495 to ~~132~~185,789 or ~~149~~85%. ~~The~~for ~~table~~the ~~below~~year ~~shows~~ended ~~Bitcoin~~December ~~sales~~31, in2023 ~~Athena~~to ~~ATM~~December 31, 2024, respectively.

Bitcoin Sales	Twelve Months Ended December 31
	2020		2019		% Change
Quantity sold		4,234		1,844		n.m.
Average selling price	$	12,767	$	7,181		n.m.
Average mark up		16.6%		15.1%		150 bps
% Athena ATM revenue		98%		93%

Athena Plus

~~____________________~~Athena Plus revenue decreased $10,290,000 or 67% from $15,267,000 to $4,977,000 during the years ended December 31, 2023 to December 31, 2024, respectively. Median transaction size for all crypto assets decreased from $100,000 to $40,661 or 59% and the number of sales transactions decreased from 120 to 83, or 31%. Athena Plus revenue is dependent on the demands of certain institutional traders, which vary period to period.

~~Note:~~White-Label ~~n.m. defined as not meaningful.~~Service

~~(1)~~White-Label ~~Ethereum~~Service revenue decreased $229,000 or ~~Litecoin~~5% from $5,071,000 ~~and~~to ~~BCH~~$4,842,000 ~~accounted~~during the years ended December 31, 2023 to December 31, 2024, respectively. This decrease is driven ~~for~~by change in terms of the ~~remaining~~contract ~~revenue~~during the last quarter ended December 31, 2024.

Over-the-counter revenue increased $5,324,000 or 64%. Average transaction size for all crypto assets increased from $59,196 to $32,381, or 45% while number of transactions increased 135 to 415, or 207%. The table below shows Bitcoin sales in Over-the-counter.Ancillary

Bitcoin Sales	Twelve Months Ended December 31
	2020		2019		% Change
Quantity sold		1,306		1,216		n.m.
Average selling price	$	10,228	$	6,660		n.m.
Average mark up		4.6%		2.9%		170 bps
% Over-the-counter revenue (1)		98%		98%

Ancillary revenue increased $545,000 or 779% from $70,000 to $615,000 during the years ended December 31, 2023 to December 31, 2024, respectively. This increase is primarily due to the Company recognizing revenues related to transaction fees charged to affiliates. Ancillary revenue is non-recurring revenue, as it is dependent on one-time projects to help develop the crypto ecosystem. As such, the Company anticipates that there may be significant fluctuations in ancillary revenue recognized each period.

~~____________________~~75

Note: n.m. defined as not meaningful.

(1) Ethereum and Litecoin accounted for the remaining revenue in 2020 and Ethereum, Litecoin, and Tron in 2019.

BitQuick and other revenue decreased $25,000 or 22%. due to changing customer preferences.

Cost of Revenues and Gross Profit

Cost of revenues isconsists ~~comprised~~ primarily of ~~the~~ expenses related to the acquisition of ~~crypto~~Bitcoin; ~~assets~~including ~~sold~~the costs to purchase Bitcoin from users of the Company’s ATMs and from third-party exchanges which are assigned on a first-in, first-out basis, and cost of revenues includes the costs of operating the ATMs from which Bitcoin are sold (including the associated rent expense, related incentives, ATM cash losses, software licensing fees for the ATMs, depreciation, insurance, and utilities), crypto ~~assets~~asset ~~are~~impairment ~~sold~~and fees paid to service the ATMs and the transport of cash to the banks. For the year ended December 31, ~~2020~~2024 and ~~2019~~2023, the ~~expenses~~costs related to the acquisition of ~~crypto~~Bitcoin ~~assets~~ sold were $~~59.5~~214,723,000 ~~million~~ and $20146,082,000, respectively.2 ~~million~~Impairment of crypto assets held for the year ended December 31, 2024 and 2023 was $1,779,000 and $440,000 respectively. The increase in ~~expenses~~cost related to acquisition of ~~crypto~~Bitcoin ~~assets~~ sold was primarily a result of the increased ~~sales~~ transactions of ~~crypto assets~~Bitcoin. For the year ended December 31, ~~2020~~2024 and ~~2019~~2023, the costs of operating the ATMs were $~~2.9~~13,643,000 ~~million~~ and $1.8 ~~million~~, 633,000, respectively. The increase in operating the ATMs was primarily driven by the ~~59%~~ increase in the number of ATMs installed which increased from 2,187 to 3,111, or 42% from December 31, 2023 to December 31, 2024, respectively.

Gross profit increased $~~5.9~~8,817,000 ~~million~~ or ~~913~~30%, and gross profit percentage decreased from 15% to 13%, primarily due to ~~Athena~~increases ~~ATM~~in ~~revenue~~the ~~growth~~costs of acquisition of Bitcoin along with an increase in the ~~U.S.~~impairment ~~Gross~~of ~~profit~~Bitcoin ~~percentage~~and ~~increased~~an ~~due~~increase ~~primarily~~in the costs of operating ATMs due to ~~higher~~the ~~margins~~increase ~~from~~of 924 Athena ~~ATM~~ATMs ~~revenue~~that were installed in the year ended December 31, 2024.

Operating Expenses

Total operating expenses increased $~~622~~11,039,000 or 23144%, ~~primarily~~from ~~attributable~~the toyear ~~increase~~ended inDecember ~~salaries~~31, ~~and~~2023 ~~benefits~~to ~~offset~~the inyear ~~part~~ended byDecember a31, ~~decrease~~2024. inBreakdown ~~general~~of ~~and~~total ~~administrative,~~operating ~~sales and~~expenses ~~marketing,~~are ~~and~~shown ~~other operating costs~~below.

	Year Ended December 31
(in thousands)	2020		2019		$ Change		% Change
Salaries and benefits	$	2,562	$	1,644	$	918		56%

OPERATING EXPENSES

Salaries and benefits increase $918,000 or 56%, primarily due to increase in stock-based compensation expense.

	Year Ended December 31
	2024		2023		$ Change		% Change
	(in thousands)

Technology and development	$	1,351	$	978	$	373		38%
General and administrative		10,513		5,714		4,799		84%
Sales and marketing		1,898		550		1,348		245%
Credit loss		798		–		798		-%
Litigation		3,000		–		3,000		-%
Other operating		1,149		428		721		168%
	$	18,709	$	7,670	$	11,039		144%

	Year Ended December 31
(in thousands)	2020		2019		$ Change			% Change
General and administrative	$	862	$	1,087	$	(225	)		(21%	)

Technology and development expenses increased by $373,000 or 38% from $978,000 to $1,351,000 from the year ended December 31, 2023 to the year ended December 31, 2024, respectively, mostly due to an increase in overhead to support the global expansion of the Athena Bitcoin ATMs.

General and administrative expenses ~~decreased~~increased by $~~225~~4,799,000 or 2184%, ~~primarily~~from $5,714,000 to $10,513,000 from the year ended December 31, 2023 to the year ended December 31, 2024, respectively, due mostly to ~~tighter~~increased ~~expense~~salaries ~~control~~and benefits to support the expansion in the United States and El Salvador.

	Year Ended December 31
(in thousands)	2020		2019		$ Change			% Change
Sales and marketing	$	18	$	43	$	(25	)		(58%	)

Sales and marketing expenses increased by $1,348,000 or 245% from $550,000 to $1,898,000 from the year ended December 31, 2023 to the year ended December 31, 2024, respectively, due to an increase in branding and an increase in our formal marketing and sales infrastructure to support the expansion of the Bitcoin ATMs; this increase was slightly offset by a decrease in marketing and sales personnel, as we have pivoted employees to lower cost environment locations in Latin America, in particular El Salvador.

~~Sales and marketing expenses decreased of $25,000 or 58%, due to reduced marketing activity as control cost measure.~~76

~~Fair~~Credit ~~Value~~loss ~~Adjustment~~of on$798,000 ~~Crypto~~represents ~~Asset~~the ~~Borrowing~~write-off ~~Derivatives~~of the receivable from Chivo which was included in the financial settlement of June 2024 whereby all accounts owed between Chivo and the Company, were written off as part of the settlement (see “Contracts with the Government of El Salvador” under “THE BUSINESS”)

	Year Ended December 31
(in thousands)	2020		2019		$ Change		% Change
Fair value adjustment on crypto asset borrowing derivatives	$	1,061	$	1,361	$	300		(22%	)

Litigation expense of $3,000,000 represents the Company’s accrual for the exposure to litigations (see Legal Matters under “NOTE 15 - COMMITMENTS AND CONTINGENCIES” of the Notes to audited consolidated financial statements).

~~Fair~~Impairment ~~value adjustment on crypto asset borrowing derivatives decreased $300,000 or 22%, due to decrease in principal outstanding amount~~ of ~~Bitcoin~~Capitalized ~~borrowed~~Software ~~(host contract) in 2020. See~~Development ~~Note 5 to our audited condensed consolidated financial statements for the year ended December 31, 2020 and 2019.~~Costs

42Impairment of $2,383,000 of capitalized software development costs was recognized in the year ended December 31, 2023, whereby the full amount of capitalized software development costs was impaired. No impairment occurred in the year ended December 31, 2024. For the year ended December 31, 2023, the Company evaluated the capitalized software associated with the development of the XPay Wallet and Ruru Wallet software, which relate to a one-time project and are not part of the Company’s ordinary course of business, and found that the carrying amount of the software exceeded its recoverable amount due to factors including, but not limited to, technical obsolescence, changes in business strategy, and changes in market conditions.

~~Interest~~INTEREST ~~and~~AND ~~Fees on Crypto Asset Borrowings~~FEES

	Year Ended December 31
(in thousands)	2020		2019		$ Change			% Change
	2024		2023		$ Change			% Change
Interest expense	$	990	$	289	$	701			243%
	(in thousands)
Fees on crypto asset borrowings		337		372		35			(9%	)
Interest expense	$	1,884	$	2,380	$	(496	)		(21%	)
Fees for virtual vault services		2,059		1,039		1,020			98%

Interest expense ~~increased~~decreased of $~~701~~496,000 or ~~243~~ 21% from $2,380,000 ~~due~~to $1,884,000 from December 31, 2023 to ~~interest~~December on31, 8%2024, ~~Convertible~~respectively, ~~Debenture~~due ~~issued~~mostly into ~~January~~a ~~2020~~reduction ~~and~~of ~~increased~~interest-bearing ~~borrowings~~debt.

Fees onfor ~~crypto~~virtual ~~asset~~vault ~~borrowings~~services ~~decreased~~ increased $351,020,000 or 998%. ~~The~~from ~~net~~$1,039,000 ~~decrease~~to is$2,059,000 ~~primarily~~from ~~due~~December to31, a2023 ~~reduction~~to ofDecember ~~$211~~31,~~000~~ in2024, ~~underlying~~respectively ~~fees~~primarily due to a 20significant ~~bitcoin decrease~~ increase in the ~~principal balance~~number ~~outstanding~~of ~~(50~~active ~~bitcoin~~Athena asBitcoin ofATMs ~~December~~from 312,187 ~~2019~~to ~~and~~3,111 ~~30 bitcoin~~ as of December 31, ~~2020).~~2023 ~~The~~to ~~$211~~December 31,~~000~~ ~~reduction~~2024, respectively. The increase was due mostly to the ~~decreased principal~~Company’s ~~balance~~increased ~~was~~use ~~offset~~of byits anbank ~~increase~~currency ofavailability ~~$176,000~~service ~~due~~which tomakes anfunds ~~increase~~held in ~~fair~~a ~~value~~virtual ofvault immediately ~~Bitcoin~~available to the Company.

Income Tax Expense ~~(Benefit)~~

Income tax expense increased $~~428~~243,000, ~~due~~or 5% from $4,490,000 to ~~the~~$4,733,000 ~~Company~~from ~~converting~~December ~~its~~31, 2023 to December 31, 2024, respectively. The increase in income tax ~~status~~expense is mainly due to an increase withholding tax liability of $343,000 offset by a decrease in income before income taxes, which decreased from S$15,686,000 to ~~corporation~~$15,017,000 from the years ended December 31, 2023 to CDecember ~~corporation~~31, 2024, respectively.

Net Loss Attributable to Common Stockholders

We realized a net income attributable to common stockholders of $160,000, or 0.00004 cents per share, for the year ended December 31, 2020, compared to a net loss attributable to common stockholders of $3,805,000, or 0.00305 per share, during the year ended December 31, 2019, representing an increase in net income attributable to common stockholders of $3,965,000 or 104%.

Financial Condition

The table below sets forth certain financial information for the periods presented.

	September 30			December 31			%		December 31			Y-o-Y(1)
(in thousands)	2021			2020			Change		2019			Change
Current assets	$	8,881		$	2,201			303%	$	336			555%
Property and equipment, net		3,138			788			298%		221			257%
Others		3,112			3,486			11%		1,081			222%
Total	$	15,131		$	6,475			134%	$	1,638			295%
Current liabilities	$	10,704		$	4,312			148%	$	4,342			(1%	)
Long-term liabilities		9,501			5,435			75%		9,532			(43%	)
Shareholders’ deficit		(5,074	)		(3,272	)		55%		(12,236	)		(73%	)
Total	$	15,131		$	6,475			134%	$	1,638			295%

_______________________

(1) Percentage change from December 31, 2019 to December 31, 2020.

As of September 30, 2021, we had total assets of $15,131,000 compared to total assets of $6,475,000 as of December 31, 2020. This increase was primarily due to an increase in accounts receivable of $2,204,000, restricted cash held for customers of $2,200,000, which is offset by a liability to customers of $2,504,000, and other advances of $780,000. The increase in accounts receivable was primarily due to revenue from our contracts with the Department of Treasury (Ministerio de Hacienda) of El Salvador. The Company has collected $1,577,000 of the amount due as of February 8, 2022, of the accounts receivable at September 30, 2021. There was an increase of$2,350,000 due to investments in property and equipment, primarily ATM machines in El Salvador and U.S. We had no balance for accounts receivable and restricted cash held for customers as of December 31, 2020.

Our crypto assets held was $585,000 as of September 30, 2021, as compared to $1,343,000 as of December 31, 2020. This decrease was due to lower levels of crypto assets held and not restocking to match the bitcoin borrowings after the theft of 29 bitcoin in March 2021. Crypto asset borrowings from a related party decreased from $881,000, fair value of 30 bitcoin, as of December 31, 2020, to $384,000, fair value of 8 bitcoin, as of September 30, 2021, as we continued to repay borrowed bitcoin. We do not intend to borrow additional crypto assets in the foreseeable future and intend to raise equity funds or debt capital to finance working capital and investment as needed. No assurances can be made that we will be successful in such efforts.

Our leased assets decreased from $2,067,000 as of December 31, 2020, to $1,915,000 as of September 30, 2021, primarily as we did not significantly increase the number of locations leased for ATMs. There was also an equivalent decrease in the Company’s lease liabilities (current and long-term). The current portion of the Company’s long-term debt increased from $1,354,000 as of December 31, 2020, to $1,496,000 as of September 30, 2021, due to additional debt of $1,541,000 becoming due within one year offset by a decrease of $1,399,000 debt repaid during the period using cash flows from operations.

The Company has had increasing capital resources in 2021 over the twelve months ended December 31, 2020. Our cash on hand went up by $ 2,085,000 compared to the balance on December 31, 2020, primarily due to increase in restricted cash held for customers of $2,200,000 offset by changes detailed below.

Operating activities used $2,375,000 in cash for the nine months ended September 30, 2021. The sources of cash from operating activities comprised primarily of advances for revenue contracts $3,500,000; restricted cash held for customers of $2,200,000 and $331,000 of non-cash charges. The fair value adjustment on derivatives provided $378,000 adjustment of operating cashflow cash but was offset by an increase in value of accounts receivable by $2,202,000 and a net loss of $778,000. The revenue contract above refers to the sale of IP Software to the government of El Salvador which, for accounting purposes, is being termed as a revenue contract until such time as the XPay acquisition has been finalized.

Our investing activities provided $2,093,000 in cash for the nine months ended September 30, 2021 which included a cash inflow of $61,584,000 from sale of crypto assets offset by $57,306,000 of cash outflow on purchase of crypto assets, $991,000 towards purchase of property and equipment to expand our fleet of ATMs and $1,194,000 as investment in our fleet of white label ATMs and other assets in El Salvador.

Our financing activities provided $3,586,000 in cash for the nine months ended September 30, 2021, primarily due to the issuance of $4,985,000 in convertible debt and the repayment of $1,399,000 in debt.

Liquidity and Capital Resources

As of ~~September~~March 3031, ~~2021~~2025 and December 31, we2024, we had ~~current assets~~cash balances of $818,~~881~~269,000 and ~~current liabilities of~~ $1017,~~704~~506,000, ~~including~~respectively. ~~the~~The ~~current~~Company ~~portion~~also ofhad ~~the~~working ~~long-term~~capital ~~note~~deficits ~~held by Consolidated Trading~~ of $13,~~490~~290,000 and ~~advances for revenue contracts of~~ $32,~~500~~506,000, ~~rendering a deficit working capital of $1~~ respectively,~~823,000.~~ ~~The~~largely ~~revenue contract~~due ~~above refers~~ to ~~the~~operating ~~sale~~lease ofliabilities, IPcurrent ~~Software~~portion ~~to the government~~ of ~~El Salvador which~~$9,731,000 ~~for~~and ~~accounting purposes~~$9,627,000 ~~is being termed~~ as ~~a revenue~~of ~~contract~~March ~~until~~31, ~~such~~2025 ~~time~~and asDecember 31, ~~the~~2024, ~~XPay acquisition has been finalized~~respectively.

Our working capital needs are influenced by our level of business operations and generally increase with higher levels of revenue. We strive to minimize the amount of working capital deployed for better financial results. During the quarter, we raised $4,695,000 in 6% Convertible Debentures in addition to the $290,000 we raised in the second quarter of 2021. That has provided us sufficient working capital for current needs. The Company continues to make efforts to supplement financial resources through raising equity and debt capital as well as generating cash inflow from operations. No assurances can be made that we will be successful in our equity and/or debt fund raising efforts.77

Our ATM business has two significant components of working capital – holdings of crypto assets and cash holdings in the machines and in transit, i.e., once it has been removed from the machines and it is the process of being counted and credited to our account with the appropriate banking institution. We ~~must~~ must buy our holdings in cash and ~~don’t~~do not get a credit from our counterparties. On average, we hold 32 ~~to 5~~ days of anticipated sales of ~~Bitcoin~~ bitcoin and 7at tothis 10time ~~days~~do ofnot ~~anticipated~~transact ~~sales~~in of Ethereum, Litecoin, ~~and~~or BCH ~~holdings~~at our machines. We strive to keep this period short to reduce the ~~effect~~ effect of changes in crypto asset/U.S. ~~dollar~~Dollar exchange rates on our business and to minimize our working capital. Our cash logistics contractors restock or remove cash from our machines periodically, the frequency of this service determined by a host of operational considerations like historical trend of sales, current levels of cash in the machines, route considerations, public holidays, and incremental cost of each removal etc. We employ a data driven strategy based on factors we have learned over the years to reduce the amount of cash deployed ~~and to keep it as low as possible~~. It currently takes anywhere from 3 to 7 days from the time the cash is picked up from the machines to be credited to our account. An increase in ~~this~~the ~~period~~amount orof ~~amount~~days ~~impacts~~when the cash is credited to our account, would impact our ability to restock our holdings of crypto assets in a timely manner towhich ~~avoid~~could create a situation where there are insufficient amounts of crypto assets to fulfill customer orders.

44The Company, given how actively we manage our cash logistics, and how we prioritize and leverage cash pick up based on proprietary operating algorithms and practices, is able to finance and perform its daily operating activities and manage liquidity, while also maintaining the noted levels of cash in the ATM machines. For the three months ended March 31, 2025, the average cash balance was $3,161 per machine in the United States. For the twelve months ended December 31, 2024, the average cash balance was $2,225 per machine in the United States. For the twelve months ended December 31, 2023, the average cash balance was $2,362 per machine in the United States. For newly installed ATMs, it may take weeks before the ATMs reach normal operating activity, resulting in a reduction of cash in these machines compared to normal operating ATMs. The Company generally has minimum cash of $2,500 in each dispenser in two-way ATM machines in order to have sufficient cash to operate them. The remaining cash is withdrawn from the machine in order to fund the Company’s operations.

The ~~employees~~Company ofleverages ~~the~~tools ~~Company~~it ~~regularly~~has developed, tested atand ~~intervals of~~implemented, ~~3-hours~~as orwell ~~less,~~as analytics to monitor ~~the~~and balance ofthe ~~Digital~~crypto ~~Assets~~assets ~~owned~~it owns and ~~controlled by the Company~~controls. When ~~employees of~~ the Company’s tools, analytics ~~using~~or ~~their~~ professional ~~discretion,~~judgement ~~believe~~indicate that there are insufficient amounts of ~~Digital~~crypto ~~Assets~~assets owned and controlled by the Company, ~~they initiate~~ ~~the~~purchases ~~purchase~~ of additional ~~Digital~~crypto ~~Assets~~assets are conducted. There ~~have~~had been periods of time, prior to fiscal year 2023 and each less than 24-hours, where there ~~have~~had not been sufficient amounts of ~~Digital~~crypto ~~Assets~~assets owned and controlled by the Company to execute future customer transactions. During those times, no customer transactions ~~are~~were permitted. The employees of the Company ~~use~~used the working capital of the Company to purchase more ~~Digital~~crypto ~~Assets~~assets, during times when banking transactions are permitted, and once those ~~Digital~~crypto ~~Assets~~assets ~~are~~were delivered to the Company and owned and controlled by the Company, customer transactions ~~are~~were again permitted.

Our ~~OTC~~Athena ~~desk~~Plus (phone sales) has a lower level of capital required since we only function on days other market participants and banks ~~are operating~~ and our trades are cash settled every day. The Company does not separately hold crypto assets earmarked for ATM sales as opposed to phone sales and the Company holds approximately ~~3 or 4~~ 2 days’ worth of ~~crypto~~bitcoin ~~assets~~ needed for transactions at its ATMs. We strive to minimize the amount of working capital deployed for better financial results.

OnOur ~~July~~financing ~~12,~~needs ~~2021,~~are ~~the~~influenced ~~Company~~by ~~signed~~our ~~a loan restructuring~~level ~~agreement for the remaining~~ of ~~outstanding~~business operations ~~Bitcoin balance as of that date. Under the agreement Mr. Komaransky, the Company’s director~~ and ~~majority~~generally ~~shareholder,~~increase ~~agreed~~with tohigher ~~extend~~levels ~~the maturity for the entire amount~~ of ~~the loan to May 31, 2022, and certain other modified terms which included the conversion of the borrowings into a U~~revenue.S. ~~dollar~~We ~~loan~~strive ~~when the published exchange rate of Bitcoin for U.S. dollars is equal~~ to orminimize ~~exceeds a ratio of 1 bitcoin: U.S. $75,000 at~~ the ~~first~~amount time and on the first date after June 30, 2021. The Company, under the agreement, created a first priority security interest and lien on all its property excluding property that has been given as collateral to Consolidated Trading Futures, LLC (“CTF”) until the repayment of ~~the~~financing ~~outstanding debt to CTF. Further, the Company agreed~~requested to ~~pay~~assist ~~accelerated~~with ~~weekly~~operating ~~payments of $35,000 in bitcoin. As of December 31, 2021, there is no remaining balance under~~ the ~~loan restructuring agreement. We continue to make efforts to obtain additional resources to meet the financial needs of our~~ business.

InOur ~~the~~material ~~2022~~cash ~~fiscal~~requirements ~~year,~~and ~~the~~time ~~Company has one materially~~periods ~~significant~~of ~~debt~~such ~~due,~~requirements ~~the~~from ~~note~~known ~~held~~contractual byand ~~CTF~~other ~~(the~~obligations ~~“Consolidated~~amount ~~Note”).~~to, Asin ofthe ~~December 31~~aggregate, ~~2021~~approximately $6,634,000 for the ~~principal balance~~ remainder of ~~the Consolidated~~2025 ~~Note~~and ~~was~~ $135,~~490~~379,000. ~~The~~for ~~Company~~the ~~makes~~years ~~monthly~~2026 ~~interest~~through ~~payments~~2029 onwhich ~~the~~we ~~Consolidated~~expect ~~Note,~~will ~~but~~be asmet ofthrough ~~the~~our ~~date~~ongoing ~~of this prospectus~~operations. However, our ~~has~~operating ~~not~~plans ~~paid~~may ~~down~~change, ~~the~~and ~~principal.~~we Tomay ~~retire~~need ~~this~~additional ~~debt~~funds into ~~2022,~~meet ~~the~~operational ~~Company~~needs ~~expects~~and tocapital ~~use~~requirements ~~cash~~for ~~inflow~~redeploying ~~from~~ATM ~~operations~~ equipment and pursuing other ~~working capital~~initiatives.

~~The~~Our unaudited condensed consolidated financial statements have been prepared in conformity with GAAP, which contemplate continuation of the Company ~~has~~as noa ~~material~~going ~~commitments~~concern and ~~for~~the ~~capital~~realization of assets and satisfaction of liabilities in the normal course of business. The carrying amounts of assets and ~~expenditures~~liabilities presented in the unaudited condensed consolidated financial statements do not necessarily purport to represent realizable or settlement values. The condensed consolidated financial statements do not include any adjustment that might result from the outcome of this uncertainty.

~~Loan Agreement with the Company’s Director and Shareholder~~78

OnGoing ~~August~~Concern ~~22, 2018, the Company entered into a crypto asset borrowing agreement with Mr. Komaransky, one of the Company’s directors~~ and aManagement ~~principal~~Liquidity shareholder. Under this agreement, the Company borrowed 30 bitcoin initially due and payable on August 22, 2019. The borrowing fee on the loan as defined in the agreement, is 13.5% of the outstanding principal amount. On July 12, 2021, the Company and Mr. Komaransky entered into a borrowing restructuring agreement for the remaining outstanding Bitcoin balance as of that date. Under the terms of the agreement, the maturity of the borrowings was extended to May 31, 2022 and the Company agreed to make weekly repayments of $35,000 in Bitcoin. On a weekly basis, the Company intends to utilize cash flows from operations and other financings to obtain the Bitcoin necessary for the weekly repayments. As discussed in further detail in Notes 1 and 5 to our consolidated financial statements for the year ended December 31, 2020 and 2019, the crypto assets borrowings are accounted for as hybrid instruments, with a liability host contract that contains an embedded derivative based on the changes in the fair value of the underlying crypto asset. The host contract is not accounted for as a debt instrument because it is not a financial liability and is carried at the fair value of the assets acquired on the date acquired. The embedded derivative is accounted for at fair value (based on the underlying Bitcoin value), with changes in fair value recognized in other non-operating expenses in the consolidated statements of operations and comprehensive income. The host contract and embedded derivative are presented together in Related party crypto asset borrowings in the consolidated balance sheets.Plans

~~The~~As ~~Company~~of ~~intends~~March to31, ~~utilize~~2025, ~~cash~~we ~~from~~had ~~operations to~~an ~~repay~~accumulated ~~its~~income of ~~related~~$8,161,000 ~~party~~and ~~crypto~~a ~~asset~~working ~~borrowing~~capital ~~obligation~~deficit ~~(not~~of ~~directly~~$3,290,000, ~~related~~and tofor the ~~theft~~quarter ofended ~~Bitcoin).~~March ~~On July 12~~31, ~~2021~~2025, ~~the~~net ~~Company entered~~income ~~into~~of a$2,624,000 ~~borrowing~~and ~~restructuring~~cash provided ~~agreement~~by ~~for~~operating ~~the~~activities ~~remaining~~of ~~outstanding~~$4,198,000. ~~bitcoin~~The ~~balance~~accompanying ascondensed ofconsolidated ~~that~~financial ~~date.~~statements ~~Under~~have ~~the~~been ~~terms~~prepared ~~of the~~assuming ~~agreement,~~ the ~~maturity~~Company ofwill ~~the~~continue ~~borrowings~~as ~~was~~a ~~extended~~going toconcern. ~~May~~The ~~31,~~Company ~~2022~~is self-funded and ~~the~~generates ~~Company~~sufficient ~~agreed~~cash to ~~make~~fund ~~weekly~~its ~~repayments~~global ofoperations ~~$35,000 in~~through ~~Bitcoin~~its operations.

45Wherever 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, 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.

~~Cash~~Recent ~~Flow~~Financing Transactions

~~The~~Equipment ~~following~~notes ~~summarizes our cash flow for the nine months ended September 30, 2021 and 2020:~~payable

	Nine Months Ended September 30
	2021			2020			$ Change			% Change
	(in thousands)
Net cash used in operating activities	$	(2,375	)	$	(4,690	)	$	(2,315	)		(49%	)
Net cash provided by investing activities		2,093			3,426			(1,333	)		(39%	)
Net cash provided by financing activities		3,586			2,939			647			22%
Net increase in cash and cash equivalents		3,304			1,675			1,629			97%
Cash and cash equivalents, beginning of period		2,085			336			1,749			521%
Cash and cash equivalents, end of period	$	5,389		$	2,011		$	3,378			168%

On September 19, 2024, the Company and Taproot Acquisition Enterprises, LLC, a Delaware limited liability company (“Taproot”), entered into an Omnibus Equipment Refinancing Agreement providing for the refinance of the Company’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 the Company from Taproot. The parties agreed that the total outstanding balance of $2,120,000 would be paid by one inception payment of $1,158,000 upon the execution of the agreement and followed by weekly payments of $20,000 for a period of 48 weeks. The Omnibus Equipment Refinancing Agreement also contains representations and warranties of both parties with respect to clear and marketable title of the equipment and provides provisions addressing an event of default by the Company as a purchaser of the equipment. As of March 31, 2025, the outstanding principal was $422,000.

On October 30, 2024, the Company entered into an Equipment Financing Agreement with Taproot (the “Financing Agreement”) to purchase certain Bitcoin ATMs listed in the Financing Agreement. The ~~following~~Financing ~~summarizes~~Agreement ~~our~~amends ~~cash~~and ~~flow~~supersedes ~~for~~previous equipment purchase agreements between the parties. Under the Financing ~~year~~Agreement, ~~ended~~the ~~December~~Company will acquire from Taproot installed Bitcoin ATMs or additional Bitcoin ATMs at the price per Bitcoin ATM set forth in the Equipment Agreement. The downpayment was to be paid in 4 installments with the first payment due and paid by the Company as of October 31, ~~2020~~2024, and ~~2019:~~the last payment due by January 31, 2025; which last payment was made on January 27, 2025.

	Year Ended December 31
	2020			2019			$ Change			% Change
	(in thousands)
Net cash used in operating activities	$	(6,057	)	$	(4,610	)	$	1,447			31%
Net cash provided by investing activities		5,461			2,839			2,622			92%
Net cash provided by financing activities		2,345			1,297			1,048			81%
Net increase (decrease) in cash and cash equivalents		1,749			(474	)		2,223			(469%	)
Cash and cash equivalents, beginning of period		336			810			(474	)		(59%	)
Cash and cash equivalents, end of period	$	2,085		$	336		$	1,749			521%

In addition, the Company 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 the Company, and respective available remedies. Certain property on which the equipment units are located are subject to merchant agreements (as listed in the Financing Agreement), and the Financing Agreement provides for assignment and assumption of merchant agreements and leases, as may be applicable. Furthermore, Taproot is to maintain a first priority interest on the Bitcoin ATMs until fully paid for. In connection therewith, the Company, Taproot and KGPLA Holdings LLC (“KGPLA”), an entity in which Mike Komaransky, a former director and principal shareholder of the Company has a controlling interest, entered into a First Amendment to the Intercreditor Agreement dated as of October 23, 2024, pursuant to which KGPLA agreed to the subordination of its first priority security position on collateral of the Company to Taproot. As of March 31, 2025, the outstanding principal was $5,492,000, representing the principal balance being paid as a percentage (0.8%) of revenues.

~~Cash flow from operating activities~~79

Operating activities used $2,375,000 in cash for the nine months ended September 30, 2021, compared to $4,690,000 for the nine months ended September 30, 2020 representing a decrease in cash used of $2,315,000. The changes in sources of cash from operating activities for the nine months ended September 30, 2021, comprised primarily of an increase from advances for revenue contracts $3,500,000; increase from restricted cash held for customers of $2,504,000, increase of $467,000 of nonShort-~~cash~~term charges and increase in accounts payable and other liability of $604,000. This was offset by the increase of $1,130,000 in gain on sale of crypto assets, increase in value of accounts receivable by $2,202,000, increase in advances of $730,000, decrease in fair value adjustment on derivatives of $153,000, increase in prepaid expenses and other assets of $300,000, and an increase in net loss of $245,000. Operating activities used less cash in the nine months ended September 30, 2021, compared to the nine months ended September 30, 2020, primarily due to an increase in net income in the nine months ended September 30, 2021.debt

~~For~~On ~~the~~February ~~year ended December 31~~26, ~~2020~~2024, ~~net~~the ~~cash used~~Company inentered ~~operating~~into a ~~activities~~financing ~~was~~agreement for $6170,~~057,~~000, ~~compared~~with toNational ~~$4,610,000~~Partners ~~during~~PFco LLC to pay the ~~year~~insurance ~~ended~~premium ~~December~~on ~~31,~~its ~~2019,~~directors’ ~~representing~~and officers’ insurance with an ~~increase in~~annual ~~cash~~percentage ~~used~~rate of ~~$1,447,000,~~8.45% ~~primarily~~per ~~due~~annum torepayable ~~the~~in ~~increase~~ten inmonthly ~~net~~installments ~~income~~beginning ofMarch $314,~~965,000~~ ~~and~~2024. ofOn $1October 11,~~713~~ 2024,~~000~~ ofthe ~~non-cash~~Company ~~charges~~increased ~~offset~~its ~~by the~~coverage ~~increase~~for ofthe ~~$6,657,000~~same inpolicy ~~gain~~and onentered ~~sale~~into ofan ~~crypto~~additional ~~assets,~~financing ~~increase~~agreement infor ~~accounts~~$170,000 ~~payable~~with an ~~and~~annual ~~other~~percentage ~~liability~~rate of ~~$98~~7.95%,~~000,~~ ~~increase~~repayable in ~~prepaid~~ ~~expenses~~ten ~~and~~monthly ~~other~~installments ~~assets~~beginning ofNovember ~~$70~~11,~~000~~ ~~and~~2024. ~~decrease~~As inof ~~fair~~March ~~value~~31, ~~adjustment~~2025, onthe ~~derivatives~~outstanding principal ofwas $~~300~~88,000.

~~Cash~~On ~~flow~~December ~~from~~19, ~~investing~~2024, ~~activities~~the Company entered into financing agreements for $116,000 with National Partners PFco LLC., to pay the insurance premium on its commercial liability insurance with an annual interest rate of 7.95% per annum, repayable in eight monthly installments beginning January 11, 2025. As of March 31, 2025, the outstanding principal was $74,000.

~~Our~~Note ~~investing activities provided $2~~payable,~~093,000~~ in cash for the nine months ended September 30, 2021 which included a cash inflow of $61,584,000 from sale of crypto assets offset by $57,306,000 of cash outflow on purchase of crypto assets, $991,000 towards purchase of property and equipment to expand our fleet of ATMs and $1,194,000 as investment in our fleet of white label ATMs and other assets in El Salvador. In the nine months ended September 30, 2020, investing activities provided $3,426,000 which included a cash inflow of $48,966,000 from sale of crypto assets offset by $44,977,000 of cash outflow on purchase of crypto assets, and $563,000 towards purchase of property and equipment to expand our fleet of ATMs.Related-Party

46As of May 15, 2023, the Company entered into a Senior Secured Loan Agreement, as amended (the “Loan Agreement”) and Senior Secured Revolving Credit Promissory Note (the “Revolving Credit Note”) with KGPLA. The Revolving Credit Note allowed the Company to borrow up to $4,000,000 for the operations of its New Bitcoin ATM Machines, as defined in the Loan Agreement, with a maturity date of May 15, 2024. Revenue share fees for this agreement were calculated based on a percentage of the gross daily receipts generated from these machines and were recorded as part of interest expense in the condensed consolidated statements of operations and comprehensive income. In connection with the above loan transaction and issuance of Revolving Credit Note, the Company granted KGPLA a first priority lien and security interest in and to all of the Company’s assets, except for property previously pledged to Banco Hipotecario, which has since been repaid in full, and with respect to such assets, the Company granted KGPLA a second priority lien. On March 28, 2024, the Company repaid the principal amount of $4,000,000 (together fees due) on the Senior Secured Revolving Credit Promissory Note due with KGPLA. The debt was settled in full in accordance with the terms outlined in the Revolving Credit Note and was funded using cash reserves generated from the Company’s operating activities. The early payoff of this debt resulted in the elimination of revenue share fees. As of March 31, 2025 and December 31, 2024, the outstanding principal was $0.

~~Our~~Convertible ~~investing activities provided $5~~debt,~~461,000 in~~ cash for the year ended December 31, 2020 which included a cash inflow of $68,818,000 from sale of crypto assets offset by $62,498,000 of cash outflow on purchase of crypto assets, and $859,000 towards purchase of property and equipment to expand our fleet of ATMs. For the year ended December 31, 2019, investing activities provided $2,839,000 which included a cash inflow of $22,531,000 from sale of crypto assets offset by $19,677,000 of cash outflow on purchase of crypto assets, and $15,000 towards purchase of property and equipment to expand our fleet of ATMs.related-party

~~Cash~~On ~~flow~~January ~~from~~31, 2020, the Company entered into a convertible debenture agreement with KGPLA. The convertible debenture provided for a principal amount of $3,000,000, with a maturity date of January 31, 2025, which was extended to January 31, 2026. Interest as defined by the agreement is 8% per annum. KGPLA has the option to convert the outstanding principal and accrued interest balance into common stock of the Company at the lower of $0.012 per share or a 20% discount to the next major financing ~~activities~~or change in control. The convertible debenture was amended and restated as of May 15, 2023, and became a secured, and not general unsecured, obligation of the Company, on par with the notes issued pursuant to the Senior Secured Loan Agreement entered into as of the same date. As of March 31, 2025 and December 31, 2024, the outstanding principal amount of the debenture was $3,000,000 and $3,000,000, respectively.

~~Our~~Off ~~financing~~Balance ~~activities~~Sheet provided $3,586,000 in cash for the nine months ended September 30, 2021, primarily due to the issuance of $4,985,000 in convertible debt and the repayment of $1,399,000 in debt compared to $2,939, 000 in the nine months ended September 30, 2020, which included issuance of 8% convertible debentures for $3,125,000, $69,000 proceeds from share warrants exercised financing of $157,000 from other sources, reduced by repurchase of our shares for $118,000 and repayment debt of $294,0000.Arrangements

~~For~~Our ~~the~~contract ~~year~~with ~~ended~~the ~~December~~Government ~~31,~~of ~~2020,~~El ~~net cash~~Salvador ~~provided~~for bythe ~~financing~~operation ~~activities~~of ~~was~~the $2Chivo branded ATMs,~~345,000,~~ ~~primarily~~obligates ~~due~~the Company to assume the ~~issuance~~risk of ~~issuance~~loss offor 8%funds ~~convertible~~used ~~debt~~in ~~for~~the ~~3,125,000~~operation ~~and~~of ~~$69,000~~the ~~proceeds~~Chivo ~~from~~branded ~~share~~ATMs ~~warrants~~while ~~exercised~~those ~~offset~~funds byare ~~the~~in ~~repurchase~~transit. ofThe ~~30,422,825~~Company ~~shares~~has ofcontracted ~~the~~with ~~Company~~licensed ~~from~~and DVinsured ~~Chain~~cash ~~for~~logistics ~~$118,000,~~companies ~~and repayment~~to ofsecurely ~~debt~~transport ~~during~~such ~~the~~funds, ~~year~~including ~~ended~~Proteccion ~~December~~de 31Valores, ~~2020~~S.A. ofde ~~731~~C.V. (PROVAL,~~000,~~ asServicio ~~compared~~Salvadoreño tode $1Protección,~~297,000~~ ~~for~~S. A. ~~the~~de ~~year~~C. ~~ended~~V.(SERSAPROSA) ~~December~~and Move On Security LLC. The amount of funds in transit as of March 31, ~~2019~~2025, ~~which~~December ~~included $1~~31,~~300,000~~ ~~financing~~2024 ~~from~~and ~~other~~2023 ~~sources~~was $675,000, $4,679,000 and $3875,000, ~~repayment of debt~~respectively.

~~Capital~~The ~~Expenditure~~Company ~~Commitments~~is obligated to assume the risk of loss for Bitcoin that are in transit. However, Bitcoin that are in transit are governed by the blockchain and ~~Off-Balance~~are in transit for a short ~~Sheet~~duration ~~Arrangements~~(typically less than an hour). As a result, there are no Bitcoin in transit as of any reporting date.

The Company has no material commitments for capital expenditures. The Company is not a party to any off-balance sheet transactions. We have no guarantees or obligations other than those which arise out of normal business operations.80

47Cash Flows

Three months ended March 31, 2025, compared to the three months ended March 31, 2024

The following summarizes our cash flow for the three months ended March 31, 2025 and 2024:

	Three Months Ended March 31
	2025			2024			$ Change			% Change
Net cash provided by operating activities	$	4,198,000		$	7,278,000		$	(3,080,000	)		(42%	)
Net cash used in investing activities		(552,000	)		(1,510,000	)		958,000			63%
Net cash used in financing activities		(1,539,000	)		(3,714,000	)		2,175,000			59%
Effect of exchange rate changed		4,000			(11,000	)		15,000			136%
Net increase in cash and cash equivalents		2,111,000			2,043,000			68,000			3%
Cash and cash equivalents, beginning of period		17,628,000			18,361,000			(733,000	)		(4%	)
Cash and cash equivalents, end of period	$	19,739,000		$	20,404,000		$	(665,000	)		(3%	)

For the three months ended March 31, 2025 and 2024, cash provided by operating activities was $4,198,000 and $7,278,000, respectively. Our cash provided by operations for the three months ended March 31, 2025 was primarily attributable to our net income of $2,624,000, adjusted for non-cash expenses in the aggregate amount of $1,853,000, mainly due to $2,001,000 of depreciation and amortization, as well as $279,000 of net cash used to fund changes in the levels of operating assets and liabilities, mainly due to $1,571,000 of crypto assets held and $1,297,000 of accounts payable and other liabilities, offset by $1,430,000 of prepaid expenses and other assets and $1,348,000 of liability for cash held for customers. Our cash provided by operations for the three months ended March 31, 2024 was primarily attributable to our net income of $6,046,000, adjusted for non-cash expenses in the aggregate amount of $3,410,000, mainly associated with Bitcoin payments for expenses of $2,211,000, as well as $2,178,000 of net cash provided to fund changes in the levels of operating assets and liabilities, mainly associated with crypto assets held of $3,000,000.

For the three months ended March 31, 2025 and 2024, cash used in investing activities was $552,000 and $1,510,000, respectively, made up solely of purchases of property and equipment.

For the three months ended March 31, 2025 and 2024, cash used in financing activities was $1,539,000 and $3,714,000, respectively. Cash used in financing activities during the three months ended March 31, 2025 was due to repayment of debt of $94,000 and payments in reduction of equipment notes payable of $1,445,000. Cash used in financing activities during the three months ended March 31, 2024 was due to repayment of debt of $3,884,000 which was offset by proceeds from debt of $170,000.

Twelve months ended December 31, 2024, compared to the twelve months ended December 31, 2023

The following summarizes our cash flow for the year ended December 31, 2024 and 2023:

	Years Ended December 31
	2024			2023			$ Change			% Change
Net cash provided by operating activities	$	17,676,000		$	16,117,000		$	1,559,000			10%
Net cash used in investing activities		(9,812,000	)		(2,442,000	)		(7,370,000	)		302%
Net cash (used in) provided by financing activities		(8,610,000	)		892,000			(9,502,000	)		(1,065%	)
Effect of exchange rate changed		14,000			(80,000	)		94,000			(118%	)
Net increase (decrease) in cash and cash equivalents		(732,000	)		14,487,000			(15,219,000	)		(105%	)
Cash and cash equivalents, beginning of period		18,360,000			3,873,000			14,487,000			374%
Cash and cash equivalents, end of period	$	17,628,000		$	18,360,000		$	(732,000	)		4%

Our operating activities provided $17,676,000 in cash for the twelve months ended December 31, 2024, compared to $16,117,000 for the twelve months ended December 31, 2023, representing an increase in cash used in operating activities of $1,559,000. The changes in sources of cash from operating activities for the twelve months ended December 31, 2024, are comprised primarily of net income of $10,284,000, accounts payable and other liabilities of $7,694,000, Bitcoin payments for expenses of $3,680,000, and impairment of crypto assets held of $1,779,000. The additional sources were offset by uses in cash comprised primarily of crypto assets held of $8,335,000, prepaid expenses and other assets of $2,292,000, and accounts receivable of $1,512,000.

Our investing activities used $9,812,000 in cash for the year ended December 31, 2024 for purchases of property and equipment of $6,775,000 and purchase of capitalized software of $3,037,000. Our investing activities used $2,442,000 in cash for the year ended December 31, 2023 for purchases of property and equipment of $2,287,000 and purchase of capitalized software of $155,000.

Our financing activities used $8,610,000 in cash for the year ended December 31, 2024, primarily due to repayment of debt of $4,841,000, payments in reductions of financing leases of $1,150,000 and payments in reduction of equipment notes payable of $3,132,000. Our financing activities for the year ended December 31, 2023 provided net cash of $892,000, primarily due to proceeds from debt of $4,160,000 which was offset by repayment of debt of $3,268,000.

Critical Accounting Policies and Estimates

Our financial statements and accompanying notes have been prepared in accordance with GAAP. The preparation of these financial statements requires management to make estimates, judgments, and assumptions that affect reported amounts of assets, liabilities, revenues, and expenses. We continually evaluate the accounting policies and estimates used to prepare the financial statements. The estimates are based on historical experience and assumptions believed to be reasonable under current facts and circumstances. Actual amounts and results could differ from these estimates made by management. Certain accounting policies that require significant management estimates and are deemed critical to our results of operations or financial position. Our critical accounting estimates are more fully discussed in Note 21 to our ~~unaudited~~audited financial statements contained herein.

Revenue Recognition

The Company derives its recurring revenues primarily ~~from~~ ~~two~~from three sources: (i) ~~point of~~ sale ~~transactions~~ of crypto assets at Bitcoin ATMs (both Athena ATMs and White-label ATMs such as those in El Salvador), (ii) customized investor trading services for the sale or purchase of crypto assets. ~~From~~through the ~~third~~Company’s ~~quarter~~Athena ofPlus ~~2021,~~desk it(referred to ~~also~~as ~~has~~“over-the-counter” ~~revenue~~or ~~from (i~~“OTC”) ~~white label operations in El Salvador~~ and (iiiii) ~~some~~Athena ~~ancillary activities.~~Pay ~~The~~which ~~Company~~is ~~adopted~~a ~~ASC~~payment ~~606,~~processor ~~Revenue~~application ~~Recognition, effective January 1, 2019, using the modified retrospective method.~~(“app”); ~~Under~~that ~~ASC~~allows ~~606,~~retailers ~~Revenue~~to ~~Recognition,~~create ~~the~~QR ~~Company~~codes ~~recognizes~~with ~~revenue at~~ the ~~point~~specific ofamount ~~sale~~to ofbe ~~these~~charged ~~products or services~~ to ~~our~~ customers, in anBitcoin. ~~amount~~The ~~that reflects the consideration the~~ Company ~~expects~~also togenerates berevenue from ~~entitled~~ancillary toitems, insuch ~~exchange~~as ~~for~~sale ~~those~~of ~~products~~intellectual orproperty ~~services.~~and ~~The~~maintenance ~~Company determines~~of ~~revenue recognition through the following steps:~~software.

·Under Financial ~~Identification~~Accounting Standards Board (the “FASB”) Accounting Standards Codification (ASC) 606, Revenue from Contracts with Customer, (“FASB ASC 606”) the Company recognizes revenue at the point of sale or over time of the ~~contract~~service period for these products or services to the Company’s customers, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those products or ~~contracts~~services. Pursuant to FASB ASC 606, ~~with~~the Company recognizes revenue by aapplying the ~~customer~~following steps:

· Identification of the contract, or contracts, with a customer. · Identification of the performance obligations in the contract. · Determination of the transaction price. · Allocation of the transaction price to the performance obligations in the contract. · Recognition of revenue when, or as, the Company satisfies a performance obligation.

48The Company recognizes revenue when performance obligations identified under the terms of contracts with its customers are satisfied.

·Judgment ~~Determination~~is required in determining whether we are the principal or the agent in transactions between customers. We evaluate the presentation of revenue on a gross or net basis based primarily on inventory risk (are we at risk for potentially fluctuations of the ~~transaction~~crypto asset price) and whether we control the crypto asset provided before it is transferred to the customer or whether we act as an agent by arranging for others to provide the crypto asset to the customer. The Company determined it acts as the principal in each of its revenue streams. The Company enters into contracts that may include multiple performance obligations. The Company identifies the promises in the contract and assigns them to their appropriate performance obligation. These performance obligations may be part of a different revenue source and are listed separately below.

~~· Allocation of the transaction price to the performance obligations in the contract~~82

·Athena ~~Recognition~~ATM of& ~~revenue~~White-label ~~when, or as, we satisfy a performance obligation.~~Service

~~The~~Athena ~~Company~~Bitcoin ~~recognizes revenue when performance obligations identified under the terms of contracts with its customers are satisfied. The Company’s revenue associated with~~ ATM ~~and investor services are recognized at a point in time when the crypto asset is delivered to the customer.~~

The Company ~~controls~~requires ~~the~~all ~~service~~users asof itthe isAthena ~~primarily~~ATM ~~responsible~~to ~~for~~agree ~~fulfilling~~to ~~the~~ATM ~~service~~Terms ~~and~~of ~~has~~Service which stipulate ~~discretion~~the interms ~~establishing~~and ~~pricing~~conditions ~~with~~of ~~its~~the ~~customers~~transaction. ~~Adoption~~The ofuser, ~~the~~by ~~new~~inserting sovereign currency ~~revenue~~(known ~~standard resulted~~as infiat) and noconfirming ~~changes~~that they agree to the ~~Company’s~~transaction, ~~accounting~~is ~~policies~~agreeing ~~for~~to ~~revenue~~the ~~recognition~~contract that governs the transaction.

~~Crypto~~The ~~Asset~~Company ~~Borrowings~~has a single performance obligation to provide a specific quantity of a Bitcoin to the customer’s crypto wallet in exchange for fiat. The Company utilizes a mark-up for crypto assets sold to the customer. Athena ATMs permit customers to purchase as little as one US dollar of Bitcoin, and it records the gross cash received from the customer as the transaction price.

~~The~~Revenue ~~Company~~is ~~borrows~~recognized ~~crypto~~at ~~assets.~~the ~~Such~~point ~~crypto~~in time when ~~assets~~the ~~borrowed~~Bitcoin byis delivered to the ~~Company~~customer’s ~~are~~crypto ~~reported~~wallet. inDelivery to the customer’s crypto ~~assets~~wallet ~~held~~is ongoverned by the ~~Company~~Bitcoin’s blockchain ~~consolidated~~and ~~balance~~typically ~~sheets~~occurs in less than an hour from when the Bitcoin is purchased.

The borrowings are accounted for as hybrid instruments, with a liability host contract that contains an embedded derivative based on the changes in the fair value of the underlying crypto asset. The host contract is not accounted for as a debt instrument because it is not a financial liability, is carried at the fair value of the assets acquired and reported in crypto asset borrowings in the consolidated balance sheets. The embedded derivative is accounted for at fair value, with changes in fair value recognized in other nonWhite-~~operating~~label ~~expenses in the consolidated statements of operations. The embedded derivatives are included in crypto asset borrowings in the consolidated balance sheets.~~Service

~~Stock~~In this revenue stream, “client” refers to the entity contracting with the Company while “customer” refers to the person using the White-~~based~~label ~~Compensation~~ATM. The Company entered into multiple contracts that govern the white-label service for ATMs located in El Salvador and in the United States. The contracts permit the clients to terminate the contract at any point or to adjust the number of ATMs that are in use without a substantive penalty.

The Company ~~accounts~~operates ~~for stock~~White-~~based~~label ~~compensation according~~ATMs toon ~~the provisions~~ behalf of ~~ASC 718, Stock Compensation, which requires~~ the ~~measurement~~clients and ~~recognition of compensation expense for all stock-based awards made to employees and directors, including employee stock options and non-vested stock awards, based on~~ the ~~fair values~~installation onof the ~~dates~~ATMs ~~they~~is ~~are~~performed ~~granted.~~by ~~The Company records the fair value of awards expected to vest as compensation expense on~~ a ~~straight~~third-~~line basis~~party ~~over the requisite service periods of the awards,~~ which is ~~generally~~chosen by the ~~vesting~~White-label ~~period~~ATM client.

The Company uses the Black-Scholes option pricing model for determining the estimated fair value for stock-based awards. The Black-Scholes option pricing model requires the use of highly subjective and complex assumptionsoperations, ~~which~~on ~~determine~~behalf ~~the fair value~~ of ~~stock-based awards, including~~ the ~~options expected term, expected volatility of the underlying stock, risk~~White-~~free~~label ~~rate~~client, ~~and expected dividends. The expected volatility is based on the average historical~~ ~~volatility~~includes ofcash ~~certain~~logistics ~~comparable publicly traded companies within the Company’s industry. The expected term assumptions are based on the simplified method~~services, ~~due to insufficient historical exercise data~~ and ~~the~~testing ~~limited period of time that~~ the ~~Company’s equity securities have been available for issuance~~ATMs. The ~~risk-free interest rates are based on the U.S. Treasury yield in effect at the time of grant. The~~ Company ~~does~~charges ~~not~~a ~~expect~~fixed tofee ~~pay~~each ~~dividends~~month onfor ~~common~~operating ~~stock in~~ the ~~foreseeable future; therefore, it estimated the dividend yield to be 0%~~ATMs.

49The Company leases Company-owned ATMs to its clients. The Company elected the expedient in FASB ASC 842, Leases (“ASC 842”), which permits combining the lease and non-lease components together if the lease component has the same timing and pattern of transfer as the non-lease component and the lease component is an operating lease. Both of these conditions are met (for a more detailed discussion see Leases within NOTE 1 of the Consolidated Financial Statements for the years ended December 31, 2024 and 2023, below.

The Company is considered the principal, as it ~~Business~~controls any third-party good or service before it is transferred to the client.

For operating the White-label ATM, revenue is recognized straight line over the requisite service period.

Athena Plus (Over-The-Counter or OTC)

The Company requires all users of Athena Plus (a.k.a. “Over-The-Counter” or “OTC”) to agree to Athena Plus Terms of Service. The Athena Plus Terms of Service stipulate the terms and conditions of the transaction. The user, by wiring fiat to the Company’s bank account, is agreeing to the contract that governs the transaction.

The Company provides a specific quantity of Bitcoin to the customer’s crypto wallet. The Company utilizes a mark-up for crypto assets sold to the customer. The minimum transaction is $10 (ten thousand or equivalent value of local currency). The Company records the gross cash received from the customer as the transaction price for the transaction.

Revenue is recognized at the point in time when the Bitcoin is delivered to the customer’s crypto wallet. Delivery to the customer’s crypto wallet is governed by the Bitcoin’s blockchain and typically occurs in less than an hour from when the Bitcoin is purchased.

Athena Pay

The Company requires all retailers who are using Athena Pay to execute the Athena Pay contract which stipulates the terms and conditions of the transactions. As a payment processor, the Company recognizes a processing fee of approximately 2.5% (average) of the transaction amount, when the transaction occurs (i.e., when the retailer generates the QR code with the specific amount to be charged to the customers in Bitcoin and the transaction is completed).

Revenue is recognized at the point in time when the Bitcoin is delivered to the retailer’s crypto wallet. Delivery to the retailer’s crypto wallet is governed by the Bitcoin’s blockchain and typically occurs in less than an hour from when the transaction is completed.

Expenses Paid in Crypto Assets

The Company enters into agreements with certain vendors and service providers that provide us with the option to settle their invoices in crypto assets. The amount due is fixed and is denominated in USD. There are no payment terms that include conversion options, variable settlement features, or alternative settlement provisions contingent upon future events or market price fluctuations that could potentially give rise to embedded derivatives.

The Company considers the guidance in FASB ASC 350, FASB ASC 606, FASB ASC 610, and FASB ASC 845 when it evaluates the derecognition of its crypto assets paid to vendors in lieu of cash payments. In these transactions, we have been invoiced by a vendor and given the option to pay in USD or crypto assets, typically Bitcoin. The amount of Bitcoin is determined by the market wide and easily determined price in accordance with the guidance of FASB ASC 820, Fair Value Measurement. The Company records as an expense the USD value of the invoice and then considers the above references to determine the proper way to derecognize the intangible long-lived asset used as payment.

We consider the scoping exceptions for each of those topics and conclude that the scope of 610-20 most closely matched the facts of the transactions. ASC 610-20-15-2 states “nonfinancial assets within the scope of this Subtopic include intangible assets,” which is how the Company treats crypto assets.

We evaluated two possibilities to exclude these transactions from the scope FASB ASC 845, Nonmonetary Transactions. The relevant exceptions to the scope of that Topic are as follows:

1. The transfer of goods or services in a contract with a customer within the scope of ASC 606 in exchange for noncash consideration (ASC 845-10-15-4(j))

2. The transfer of a nonfinancial asset within the scope of ASC 610-20 in exchange for noncash consideration (ASC 845-10-15- 4(k))

For these transactions, our usage of the crypto asset is as a payment instrument to a vendor, therefore our interpretation of (1) above is for ASC 606 not to apply. We interpret (2) above to apply when the Company pays a vendor (who is not a customer) with a crypto asset (nonfinancial asset) in lieu of paying that same vendor with Fiat Currency (USD). Therefore, we account for the derecognition of the crypto assets, in these transactions, under the guidance of ASC 610-20, Gains and Losses from the Derecognition of Nonfinancial Assets. This is the same guidance as in ASC 350-10-40-1, Transfer or Sale of Intangible Assets.

ASC 610-20-15-2 explicitly states the scope to include intangible assets. We treat crypto assets as intangible assets. We then apply the general principle of ASC 610-32-2 for recognizing the gain or loss for the difference between the amount of goods or services we receive (fair market value, per ASC 820 Level 2) and the cost of acquiring the crypto asset.

We record invoices from vendors in the appropriate expense category, in the correct time period in which services were provided, in USD and for vendors who elect to be paid in crypto assets, we transfer the crypto assets at market value at the time of transfer in line with ASC 820, Fair Value Measurement. We then recognize as a gain or loss, the difference between the current carrying value of the crypto asset, less impairment and its value at the time of transfer to cost of revenues in the consolidated statements of operations and comprehensive income.

Income Taxes

We utilize the asset and liability method for computing our income tax provision. Deferred tax assets and liabilities reflect the expected future consequences of temporary differences between the financial reporting and tax bases of assets and liabilities as well as operating loss, capital loss, and tax credit carryforwards, using enacted tax rates. Management makes estimates, assumptions, and judgments to determine our provision for income taxes, deferred tax assets and liabilities, and any valuation allowance recorded against deferred tax assets. We assess the likelihood that our deferred tax assets will be recovered from future taxable income and, to the extent we believe that recovery is not likely, we establish a valuation allowance.

We recognize the tax benefit from an uncertain tax position only if it is more likely than not the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized from such positions are then measured based on the largest benefit that has a greater than 50% likelihood of being realized upon settlement. The Company recognizes interest and penalties related to unrecognized tax benefits are included in income tax expense in the consolidated statement of operations and comprehensive income.

For U.S. federal tax purposes, crypto asset transactions are treated on the same tax principles as property transactions. We recognize a gain or loss when crypto assets are exchanged for other property, in the amount of the difference between the fair market value of the property received and the tax basis of the exchanged crypto assets. Receipts of crypto assets in exchange for goods or services are included in taxable income at the fair market value on the date of receipt.

Business

Overview

~~The~~Athena ~~Company~~ is focused on ~~developing,~~connecting ~~owning,~~the world’s ~~and~~cash ~~operating~~to athe new global ~~network~~digital offinancial ~~Athena-branded~~system. ~~Bitcoin~~We ~~ATM~~believe ~~machines,~~that ~~which~~providing ~~are~~the ~~free~~world ~~standing~~with ~~kiosks~~access ~~that~~to ~~permit~~crypto ~~customers~~assets towill ~~buy~~help ortransform ~~sell~~the ~~crypto~~international ~~assets~~financial inorder ~~exchange~~by ~~for~~providing ~~cash~~the ~~(banknotes)~~unbanked ~~issued~~and bybillions ~~sovereign~~of ~~governments~~others -in ~~often~~the ~~referred~~world, including small businesses, with a connection to asa ~~fiat~~new ~~currencies~~global digital financial system that is more accessible, efficient and transparent than the legacy financial system.

We ~~place~~believe ~~our~~that ~~machines~~it is critical that in ~~convenience~~order ~~stores~~for this ecosystem to be adopted by the world, ~~shopping centers~~that there must be operators that are receptive to the needs of the unbanked, the underbanked and ~~other~~small ~~easily~~businesses. ~~accessible~~While ~~locations.~~much ~~Our~~of ~~network~~the ~~presently~~worldwide ~~includes~~focus ~~Athena~~is ~~Bitcoin~~on ~~ATMs~~investors of crypto assets, we believe in 10the ~~states~~functionality ~~and~~that 3crypto assets ~~countries~~can inprovide. ~~Central~~The Company is focused primarily on the cash buyer of crypto assets who not only want bitcoin or other crypto assets quickly for common expenditures but also those who want crypto assets transferred to their private wallet and ~~South~~not ~~America~~in the hands of a third-party. We ~~See~~serve ~~table~~these ~~below~~customers ~~for~~with ~~our~~the ~~ATMs~~highest ~~breakdown~~level of customer care through a broad product selection, astrained ofcustomer ~~September~~service 30staff, ~~2021~~multi-lingual support, and convenient ATM locations located in the United States, El Salvador, Argentina and Colombia.

Country	Number of Athena Bitcoin ATMs (as of September 30, 2021)		Type of Fiat Currency
	Total	Two-Way
United States	144	87	U.S. Dollar
El Salvador	3	3	U.S. Dollar
Argentina	11	11	Argentine peso
Argentina	1	1	U.S. Dollar
Colombia	17	17	Colombian peso

We started with our first ATM in St. Louis, Missouri in 2015 and our first ATM in South America in 2018. Now, we currently have a total of 3,126 ATMs in five countries and operate 247 ATMs on behalf of the Government of El Salvador. From January 1, 2022 through March 31, 2025, we have generated $815,320,000 in revenue, the majority of which has come from Bitcoin ATM transactions. During this same time, the price of bitcoin has increased from approximately $46,300 on January 1, 2022 to $82,549 on March 31, 2025. This increase has not been linear, Bitcoin was as high as $111,805 on May 22, 2025 and as low as $16,442 on December 19, 2022. Given the infancy of the new digital financial system, we expect that there will continue to be variability in our results and the price of crypto assets. However, we are focused on the long-term and believe that our results will continue to increase and improve as the ecosystem continues to develop.

WeOur ~~offer~~primary ~~Bitcoin,~~product ~~Ethereum,~~offerings ~~Litecoin,~~are ~~and~~discussed ~~Bitcoin~~more ~~Cash (BCH) for sale at all our ATM machines~~below. We also buy these crypto assets at some of our ATM machines (also known as two-way ATMs). The cash withdrawal limit from our two-way ATMs is $2,000 per transaction. We replenish our ATMs about twice a week or depending on usage, using bonded security companies.

We also operate an over-the-counter (“OTC”) desk for private clients and trade customers of the Company. Customers typically interact with the Company on the phone for transaction sizes in dollar terms greater than $10,000 and on some occasions, for crypto assets not included in our ATMs. Since 2019, we have been typically buying and selling Bitcoin through our OTC desk, but we have also executed transactions in Ethereum, Litecoin, and in some cases, altcoins such as Bitcoin SV, Ripple, Siacoin, Tether, and Tron. As of September 30, 2021, we do not anticipate transacting in any other crypto assets except Bitcoin, Ethereum, Litecoin, and BCH.

Additionally, we operate ATMs and point-of-sale (“POS”) terminals on behalf of certain customers, typically under their brand, which we refer to as “white label service”. This white label service is comprised of maintaining ATMs and POS terminals to facilitate the exchange of crypto assets for cash, and vice-versa, by our customers with their counterparties. We do not control the service in this case as we are not responsible for fulfilling the exchange contract or establishing pricing at these ATMs and POS terminals. Currently, the government of El Salvador is our only white label service customer. The Company has begun working with the government of El Salvador in late June 2021 to support the implementation of its Bitcoin Law. In August 2021, we entered into certain agreements for services to be rendered by the Company to the Department of Treasury (Ministerio De Hacienda) of El Salvador, pursuant to which we have installed and are operating 200 Chivo Bitcoin ATMs in El Salvador, 10 Chivo Bitcoin ATMs at El Salvador consulates in the U.S., 45 Chivo Bitcoin ATMs in other U.S. locations, and importing and delivering 950 Chivo point-of-sale (“POS”) terminals for local businesses in El Salvador to transact with Bitcoin. As of September 30, 2021, we were operating 201 white label ATMs in El Salvador for the Department of Treasury (Ministerio de Hacienda) of El Salvador. We were not operating any POS terminals on behalf of any clients as of September 30, 2021.

By increasing our geographic service area, including our expansion of operations to El Salvador, we aim to make Athena Bitcoin into a global financial services company that can connect the world’s cash to the world of crypto assets.

Background and Corporate History

The Company was incorporated in the state of Nevada in 1991 under the name “GamePlan, Inc.” for the sole purpose of merging with Sunbeam Solar, Inc., a Utah corporation, which merger occurred as of December 31, 1991 with GamePlan, Inc. as a sole surviving entity. The Company was involved in various businesses, including, gaming and other consulting services, prior to becoming a company seeking acquisitions (a “shell company” as defined in Rule 405 of the Securities Act). The Company was a reporting issuer under the ~~Securities and~~ Exchange Act ~~of 1934 (the “Exchange Act”)~~ from 1999 until 2015 when it filed Form 15 pursuant to Rule 12g-4(a)(1) with the Commission.

5085

On March 28, 2014, the Company entered into an Agreement and Plan of Merger (the “Plan”) with VPartments; VPartments Acquisition Corp., a Georgia corporation that was formed as a wholly-owned subsidiary of the Company (the “Merger Subsidiary”); and Mark D. Anderson, Sr., who was the beneficial owner of approximately 60.1 percent of the issued and outstanding shares of common stock of VPartments. Under the terms of the Plan, the parties agreed that at the closing, the Merger Subsidiary would merge with and into VPartments, with each 7.52034545757 then-outstanding shares of VPartments common stock to be converted into the right to receive one share of the Company’s common stock. The Company issued a total of 150,525,000 “restricted” shares of its common stock to the stockholders of VPartments Inc., causing such stockholders to become the collective owners of approximately 90.8 percent of the Company’s issued and outstanding shares of common stock. In connection with the change of control pursuant to the Plan, the Company’s then current officers and directors resigned, and the ~~new~~ officers and directors were appointed. The Company (GamePlan, Inc.) had no operations and was seeking acquisitions from April, 2014 ~~until~~ until January 30, 2020. The Company (GamePlan, Inc.) did not enter into any debt obligations during that period.

In July, 2018, Magellan Capital Partners, Inc., a Wyoming corporation, became a majority shareholder of the Company after the purchase of 90,421,378 shares of common stock (approximately 55% of the Company’s outstanding shares of common stock) in a private transaction with a majority shareholder, Mark D. Anderson. Following the acquisition of control, Dempsey Mork, a beneficial owner of Magellan Capital Partners, Inc., was appointed a sole officer and director of the Company, and subsequently elected as its sole director inat a November, 2018 shareholders’ meeting. On December 6, 2018, Mr. Mork entered into an agreement with Robert Berry, a former officer and director, to cancel all debts due to Mr. Berry from the Company in consideration for the issuance of the total of 90,421,000 shares of common stock of the Company to Mr. Berry and another shareholder.

On January 14, 2020, the Company entered ~~into~~ into a Share Exchange Agreement (the “Share Exchange Agreement”), by and among the Company, Athena Bitcoin, Inc., a Delaware corporation (“Athena Bitcoin”) incorporated in 2015, and certain shareholders of Athena Bitcoin. The Agreement provides for the reorganization of Athena Bitcoin, with and into the Company, resulting in Athena Bitcoin becoming a wholly-owned subsidiary of the Company (the “Share Exchange”). ~~GamePlan,~~The ~~Inc,~~Company had a total of 486,171,020 shares outstanding prior to the Share Exchange. The Agreement iswas for the ~~exchange~~ exchange of 100% shares of the outstanding common stock of Athena Bitcoin, for 3,593,644,680 shares of ~~GamePlan,~~the ~~Inc.~~Company’s common stock (an ~~exchange~~ exchange rate of 1,244.69 shares of common stock of ~~GamePlan,~~the ~~Inc.~~Company for each share of Athena Bitcoin common stock). The exchange rate was determined by the Board of Directors of Athena Bitcoin based on the arbitrary valuation of Athena Bitcoin by its Board of Directors and negotiations with the principals of ~~GamePlan,~~the ~~Inc~~Company. No independent valuation was obtained. The authorized capital stock of Athena Bitcoin immediately preceding the closing of the Share Exchange consisted of (i) 3,000,000 shares of the Athena Bitcoin’s common stock, par value $0.001 per share, authorized, of which: 2,887,175 shares were issued and outstanding immediately prior to the Share Exchange, which included the following conversion events in connection with the Share Exchange: (i) 1,328,381 shares resulting from the conversion of certain Simple Agreements for Future Tokens (“SAFT”) issued by Athena Bitcoin in 2018 pursuant to the SAFT provisions providing for the conversion into Athena Bitcoin equity under certain conditions ~~(see SAFT Investments, page 54)~~ were exchanged for 1,653,425,404 shares of the Company’s common stock at a conversion price of $4.09; (ii) 93,106 shares resulting from the exercise of certain outstanding warrants at an average exercise price of $2.00 per share, issued by Athena Bitcoin were exchanged for 115,888,490 shares of the Company’s common stock (see also ~~Description of Capital Stock – Warrants to Purchase Common Shares, page 67 and~~ Note 161 to the Company’s audited financial statements for the fiscal years ended December ~~31,~~2021 ~~2019~~ and ~~2020~~2022); (iii) 126,646 shares resulting from the exercise of stock options issued by Athena Bitcoin were exchanged for 157,635,309 shares of the Company’s common stock ~~(see Note 10 to the Company’s audited financial statements for the fiscal years ended December 31, 2019 and 2020)~~; and (iv) 336,692 shares resulting from the conversion of the Swingbridge Conversion and Release Agreement were exchanged for 419,078,082 shares of the Company’s common ~~stock (see Swingbridge Crypto LLC~~ ~~Loans, page 52 and Note 6 to the Company’s audited financial statements for the fiscal years ended December 31, 2019 and 2020)~~stock. The closing of the Share Exchange transaction occurred as of January 30, 2020. Following the closing date of the transaction, there ~~were~~ were 4,079,815,704 shares of the Company’s common stock outstanding. The Company had 5,000,000,000 shares of common stock authorized as of the closing date of the Share Exchange transaction. Subsequently, in May, 2020, ~~following~~ the Company’s ~~Convertible~~filed ~~Debenture~~its amended and restated articles ~~financing~~of ~~(see~~incorporation ~~Recent~~authorizing ~~Financings~~a ~~below)~~total of 4,409,605,000 shares of common stock. In January 2023, the Company filed ~~its~~second amended and restated articles of incorporation authorizing a10,000,000,000 ~~total~~shares of 4 common stock and 5,~~409~~000,~~605,~~000 shares of ~~common~~preferred stock, at $0.001 par value per share.

The Company approved the name change from “GamePlan, Inc.” to "“Athena Bitcoin Global"” on March 10, 2021 by the unanimous consent of its Board of Directors and a majority ~~consent~~ consent of its shareholders. The Company filed an amendment to its Articles of Incorporation with the Secretary of State of the state of Nevada on April 6, 2021, with the effective date of April 15, 2021. The Company’s name change, and trading symbol change to “ABIT” on the OTC Pink Market were declared effective by FINRA on June 9, 2021. ~~The Company’s Board of Directors and its shareholders approved a 10-for-1 reverse stock split as of October 15, 2021.~~

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The Company, Athena Bitcoin Global, is a Nevada corporation which owns ~~our~~ 100% of our operating subsidiary, Athena Bitcoin, Inc., a Delaware corporation. Our domestic business operations are conducted by Athena Bitcoin, Inc. We also have operating subsidiaries in the specific countries where we operate~~, or in the case of Mexico, where we previously operated until 2019~~. Our wholly-owned subsidiaries located outside of the United States are: Athena Bitcoin S. de ~~R.L. de~~ C.V., incorporated in Mexico; (“Athena SV”); Athena Holdings Colombia SAS, incorporated in Colombia; Athena Holding Company S.R.L, incorporated in Argentina; Athena Holdings of PR LLC, incorporated in Puerto Rico; and Athena Holdings El Salvador, S.A. de C.V., incorporated in El

Filing Compare · Athena Bitcoin Global