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United States securities and exchange commission logo
December 14, 2023
Matias Goldenhorn
Chief Executive Officer and Director
Athena Bitcoin Global
800 NW 7th Avenue
Miami, Florida 33136
Re:Athena Bitcoin Global
Amendment No. 4 to Registration Statement on Form S-1
Filed November 13, 2023
File No. 333-262629
Dear Matias Goldenhorn:
            We have reviewed your amended registration statement and have the following
comments.
            Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies to your facts and circumstances
or do not believe an amendment is appropriate, please tell us why in your response.
            After reviewing any amendment to your registration statement and the information you
provide in response to this letter, we may have additional comments. Unless we note otherwise,
any references to prior comments are to comments in our August 17, 2022 letter.
Amendment No. 4 to Registration Statement on Form S-1 filed November 13, 2023
General
1.Provide disclosure of any significant crypto asset market developments material to
understanding or assessing your business, financial condition and results of operations, or
share price, including any material impact from the price volatility of crypto assets. In
addition, to the extent material, discuss how the bankruptcies of major crypto asset market
participants and the downstream effects of those bankruptcies have impacted or may
impact your business, financial condition, customers, and counterparties, either directly or
indirectly.  Clarify whether you have material assets that may not be recovered because of
the bankruptcies or may otherwise be lost or misappropriated.

 FirstName LastNameMatias Goldenhorn
 Comapany NameAthena Bitcoin Global
 December 14, 2023 Page 2
 FirstName LastName
Matias Goldenhorn
Athena Bitcoin Global
December 14, 2023
Page 2
2.If material to an understanding of your business, describe any direct or indirect exposures
to other counterparties, customers, custodians, or other participants in crypto asset markets
known to:
•Have filed for bankruptcy, been decreed insolvent or bankrupt, made any assignment
for the benefit of creditors, or have had a receiver appointed for them.
•Have experienced excessive redemptions or suspended redemptions or withdrawals
of crypto assets.
•Have the crypto assets of their customers unaccounted for.
•Have experienced material corporate compliance failures.
3.If material to an understanding of your business, discuss any steps you take to safeguard
your, your affiliates' or your customers’ crypto assets and describe any policies and
procedures that are in place to prevent self-dealing and other potential conflicts of interest.
 Describe any policies and procedures you have regarding the commingling of assets,
including customer assets, your assets, and those of affiliates or others.  Identify what
material changes, if any, have been made to your processes in light of crypto asset market
disruptions.
Prospectus Summary
Bitcoin Adoption, page 3
4.We note your disclosure that per Chainalysis.com, the global index score has increased
significantly from 0.75 in the first quarter of 2023 to 0.82 in the second quarter of 2023,
indicating a higher level of crypto adoption worldwide.  Our review of the
Chainalysis.com 2023 Geography of Cryptocurrency Report suggests that the global index
score has decreased since the second quarter of 2022.  Please revise your disclosure to
reconcile this discrepancy and also update the chart showing the global index score by
quarter to include data from 2023.  Please also explain in greater detail how the global
index score is calculated and what the metrics indicate.  For example, tell us whether a
global index score of 1.00 indicates 100% adoption of cryptocurrency.
Company Summary
Athena Bitcoin ATMs, page 6
5.We note your disclosure on page 6 that "customers can purchase as little as $1 of an
available crypto asset (most commonly Bitcoin)." We also note that you no longer transact
in Ethereum, Litecoin, and BCH at your ATMs. To the extent accurate, please revise your
disclosure throughout to clarify that customers can no longer transact in crypto assets
other than Bitcoin at your ATMs, including in the gatefold. Please also revise to disclose
when this transition took place and whether you intend to offer these or other crypto assets
through your ATMs in the future.
6.We note that you removed disclosure regarding the range of 5% and 20% that you mark
up the crypto assets available through the Athena Bitcoin ATM.  Please revise your
disclosure to reinstate this information.  In addition, please disclose the mark ups by

 FirstName LastNameMatias Goldenhorn
 Comapany NameAthena Bitcoin Global
 December 14, 2023 Page 3
 FirstName LastName
Matias Goldenhorn
Athena Bitcoin Global
December 14, 2023
Page 3
crypto asset for each fiscal period you provide disclosure.
Ancillary, page 7
7.We note your disclosure that your contract to develop the Chivo Ecosystem ended
December 31, 2021. Please clarify whether you continue to support the Chivo Ecosystem
under the contract. In addition, we note your disclosure on page 41 that you anticipate no
further revenue related to the Chivo intellectual property and ecosystem. Please revise
your disclosure in the Prospectus Summary to include this information.  In addition,
please restore some of the discussion regarding the history of your relationship with Chivo
to provide investors context for your disclosure.
White-label Service, page 7
8.We note your disclosure on page 40 that in 2021 and 2022, you have installed 200 Chivo
Bitcoin ATMs in El Salvador, 10 Chivo Bitcoin ATMs at El Salvador consulates in the
U.S. and 45 Chivo Bitcoin ATMs in other U.S. locations.  Please clarify here and
elsewhere whether you continue to install new ATMs on behalf of Chivo or are only
providing operating services for the installed ATMs.
Risk Factors, page 14
9.Please revise your risk factor disclosure, as applicable, to discuss the following:
•Describe any material risks to your business from the possibility of regulatory
developments related to crypto assets and crypto asset markets.
•Identify material pending crypto legislation or regulation and describe any material
effects it may have on your business, financial condition, and results of operations.
•Describe any material risks you face related to the assertion of jurisdiction by U.S.
and foreign regulators and other government entities over crypto assets and crypto
asset markets.
•Describe any material risks you face from unauthorized or impermissible customer
access to your products and services outside of jurisdictions where you have obtained
the required governmental licenses and authorizations.
•Discuss any reputational harm you may face in light of crypto asset market
disruptions.  For example, discuss how market conditions have affected how your
business is perceived by customers, counterparties, and regulators, and whether there
is a material impact on your operations or financial condition.
•Describe any material risks related to safeguarding your, your affiliates’, or your
customers’ crypto assets. Describe any material risks to your business and financial
condition if your policies and procedures surrounding the safeguarding of crypto
assets, conflicts of interest, or comingling of assets are not effective.
•Describe any gaps your board or management have identified with respect to risk
management processes and policies in light of crypto asset market conditions as well
as any changes they have made to address those gaps.

 FirstName LastNameMatias Goldenhorn
 Comapany NameAthena Bitcoin Global
 December 14, 2023 Page 4
 FirstName LastName
Matias Goldenhorn
Athena Bitcoin Global
December 14, 2023
Page 4
10.To the extent material, describe any of the following risks due to disruptions in the crypto
asset markets:
•Risk from depreciation in your stock price.
•Risk of loss of customer demand for your products and services.
•Financing risk, including equity and debt financing.
•Risk of increased losses or impairments in your investments or other assets.
•Risks of legal proceedings and government investigations, pending or known to be
threatened, in the United States or in other jurisdictions against you or your affiliates.
•Risks from price declines or price volatility of crypto assets.
11.Please include risk factor disclosure discussing the risks associated with the perception
that your business model may target socioeconomically vulnerable communities and the
resulting risk that new regulations could impose limits or restrictions on the markup at
which crypto assets are sold to customers.
Risk Factors Related to Our Operations in El Salvador, page 21
12.We note your disclosure on page 23 that your agreements with El Salvador may be
terminated which may negatively impact your financial standing and reputation.  Please
disclose here the termination of contracts that you previously had with El Salvador and the
resulting impacts on your business.
Risk Factors Related to Current and Future Regulations and Other Law Enforcement Actions,
page 26
13.We note your disclosure on page 26 that current regulations require Know Your Customer
(“KYC”) information be collected as part of a Customer Information Program (“CIP”).
Please disclose your AML/KYC procedures, including how users are verified at the ATM,
and describe any challenges and risks you have faced with identity verification.
Management's Discussion and Analysis of Financial Condition and Results of Operations, page
38
14.To the extent material, explain whether the crypto assets you own serve as collateral for
any loan, margin, rehypothecation, or other similar activities to which you or your
affiliates are a party.  If so, identify and quantify the crypto assets used in these financing
arrangements and disclose the nature of your relationship for loans with parties other than
third-parties. State whether there are any encumbrances on the collateral.  Discuss whether
crypto asset market disruptions have affected the value of the underlying collateral.  In
addition, describe any material financing, liquidity, or other risks you face related to the
impact that the current crypto asset market disruption has had, directly or indirectly, on
the value of the crypto assets you use as collateral.

 FirstName LastNameMatias Goldenhorn
 Comapany NameAthena Bitcoin Global
 December 14, 2023 Page 5
 FirstName LastName
Matias Goldenhorn
Athena Bitcoin Global
December 14, 2023
Page 5
Overview, page 38
15.We note that the Company provides services whereby customers can sell their crypto
assets to the Company through a two-way ATM.  As it relates to this service offering,
please address the following in your next amendment:
•Quantify the revenue year-to-date in 2023, as well as 2022 and 2021;
•Indicate the fiat currency available for withdrawal and if there are any limitations on
the amount of cash that can be withdrawn, as well as the process for replenishing
cash for withdrawal;
•Disclose how the price for the cash withdrawal is determined (e.g., is there a
markdown on the price of the crypto asset), as well as any fee structure or terms of
sale;
•Indicate the types of cryptocurrency which can be sold in these types of transactions;
and
•Disclose your accounting for these types of transactions (i.e. both filled and unfilled).
Ensure that your response addresses accounting for revenue recognition, cost of
revenue and balance sheet presentation, such as how the asset is measured and
whether a financial liability is recognized.
16.We note that on your chart on page 40, you indicate that there are 1,294 net active ATMs
at June 2023.  However, on your chart on page 38, you indicate that there are 1,215
Athena Bitcoin ATMs.  Please reconcile these disclosures here and in the Business
section.
Components of Results of Operations, page 46
17.Please revise to clarify where the footnotes belong on the table showing Bitcoin sales for
the Athena Plus services.
Liquidity and Capital Resources, page 53
18.Please revise your next amendment to clearly label your functional cash flows from
operations as a non-GAAP financial measure and revise your disclosure of non-GAAP
financial measures on page 41 to include your functional cash flows from operations.
Refer to Regulation S-K, Rule 10.e.(ii)(E), and question 100.05 of the Compliance
& Disclosure Interpretations for Non-GAAP Financial Measures, updated December 13,
2022.
Critical Accounting Policies and Estimates
Revenue Recognition
White-label Service, page 60
19.We note your disclosure that you charge a transaction fee for certain US based ATM's.
Please tell us, and revise your next amendment to address the following in your Critical
Accounting Policies and Estimates and your accounting policies in the footnotes as

 FirstName LastNameMatias Goldenhorn
 Comapany NameAthena Bitcoin Global
 December 14, 2023 Page 6
 FirstName LastNameMatias Goldenhorn
Athena Bitcoin Global
December 14, 2023
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applicable:
•The fee is listed as 0.5%-1.5% on page 60, 0.5% on pages F-11 and F-40, and 0.5%-
1.25% on page 7.  Revise for consistency;
•Specify which ATM's these fees are charged on and quantify the number of machines
subject to these fees in the periods presented; and
•Quantify revenues related to transaction fees in the periods presented.
The Business, page 64
20.We note your response to comment 4. Please file any material contracts with cash logistics
companies as exhibits to the registration statement. Please also file the Master Services
Agreement and Service Level Agreement signed on October 5, 2022 as exhibits to the
registration statement. In addition, please file as an exhibit to the registration statement the
Offer Letter with your Chief Financial Officer effective as of October 1, 2023. Refer to
Item 601(b)(10) of Regulation S-K.
Off-Balance Sheet Arrangements, page 73
21.We note your response to prior comment 15(g), as well as your disclosures on pages 56,
F-29, and F-61 concerning risk of loss for crypto assets that are in transit.  We further note
your disclosure on pages F-20 and F-50 of crypto assets held for on behalf of certain
customers on your rollforwards.  It appears that you provide a service to safeguard
customers crypto-assets and you are therefore obligated to secure these crypto-assets and
protect them from loss, theft or other misuse.  Tell us how you account for this
safeguarding obligation and provide us a detailed analysis, including contextual citation to
authoritative guidance, that supports your determination.  This analysis should include
how you considered the regulatory, technological and legal risks and loss exposure
associated with safeguarding the crypto-assets for your customers.
Termination of Letter of Intent with Vakano Industries, page 76
22.We note your disclosure that you agreed to the purchase of already transferred XPay
Assets in exchange for the advances you previously made.  Please revise your disclosure
to clearly state whether the XPay Assets you acquired relate solely to the development of
the Chivo Ecosystem, or if you have the right to use the software, code, and technology
developments for future products.
Federal Regulation, page 80
23.Please discuss in more detail proposed regulations or legislation that may impact your
business if adopted (e.g., Proposed Rule on Gross Proceeds and Basis Reporting by
Brokers and Determination of Amount Realized and Basis for Digital Asset Transactions
by the Treasury Department and the Internal Revenue Service, Digital Asset Anti-Money
Laundering Act of 2023), and the potential impact to your business.  To the extent
material, please also discuss potential impacts in your risk factors section.

 FirstName LastNameMatias Goldenhorn
 Comapany NameAthena Bitcoin Global
 December 14, 2023 Page 7
 FirstName LastNameMatias Goldenh