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United States securities and exchange commission logo
February 14, 2024
Matias Goldenhorn
Chief Executive Officer and Director
Athena Bitcoin Global
800 NW 7th Avenue
Miami, Florida 33136
Re:Athena Bitcoin Global
Amendment No. 5 to Registration Statement on Form S-1
Filed January 12, 2024
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 December 14, 2023 letter.
Amendment No. 5 to Registration Statement on Form S-1
General
1.We note your revisions in response to prior comment 5 and reissue in part. Please update
your gatefold to clarify that customers can no longer transact in crypto assets other than
Bitcoin at your ATMs.
2.Please update your industry and market data based on the most recently available
publications. For example, we note the data at the bottom of page 2 is presented as of
2018.
Glossary of Bitcoin and Crypto Terms, page iii
3.The glossary section defines "Crypto Asset or Digital Asset" as follows: "Bitcoin and
alternative digital forms of money, or ‘altcoins’, launched after the success of

 FirstName LastNameMatias Goldenhorn
 Comapany NameAthena Bitcoin Global
 February 14, 2024 Page 2
 FirstName LastNameMatias Goldenhorn
Athena Bitcoin Global
February 14, 2024
Page 2
Bitcoin...This term is inclusive of Ethereum, Litecoin, Tether, and Bitcoin Cash, but not
securities..." (emphasis added). Please revise this definition in light of the fact that the
Commission has identified numerous crypto assets as securities.
Risk Factors
Bankruptcies of major crypto asset market participants have impacted the broader crypto
economy..., page 18
4.We note your added risk factor disclosure on page 18 in response to comment 1. Please
further revise to specifically address whether you have experienced any change in
transaction volume in the period following the FTX bankruptcy and related market
disruptions.
Crypto assets and funds that the Company holds on Bitcoin exchanges could be lost..., page 23
5.Please revise to identify the crypto asset exchanges on which you hold crypto assets and
funds from time to time, as your disclosure references.
We are subject to an extensive and rapidly evolving regulatory environment..., page 33
6.We note your disclosure that as of the prospectus date, you do not transact in any crypto
assets except Bitcoin, Ethereum, Tether, Litecoin, and BCH and that you will update the
prospectus if you decide to transact in other crypto assets. Please revise to address the
following points:
•Describe in greater detail your process for analyzing whether a particular crypto asset
that you intend to transact in is a "security" within the meaning of Section 2(a)(1) of
the Securities Act;
•Disclose whether and how the recent completion of Ethereum’s transition to Proof-
of-Stake consensus has impacted your analysis, if any, of whether a particular crypto
asset that you transact in is a “security” within the meaning of Section 2(a)(1) of the
Securities Act; and
•Revise this risk factor to clarify that your risk-based assessment regarding the
likelihood that a particular crypto asset could be deemed a “security” does not
constitute a legal determination binding on regulators or the courts and does not
preclude legal or regulatory action.
7.We note your risk factor disclosure that the legal test for determining whether a particular
crypto asset is a security “evolves over time” and that the “SEC’s views in this area have
evolved over time and it is difficult to predict the direction or timing of any continuing
evolution. It is also possible that a change in the governing administration or the
appointment of new SEC commissioners could substantially impact the views of the SEC
and its staff.” Please remove these statements as the legal tests are well-established by
U.S. Supreme Court case law and the Commission and staff have issued reports, orders,
and statements that provide guidance on when a crypto asset may be a security for
purposes of the U.S. federal securities laws.

 FirstName LastNameMatias Goldenhorn
 Comapany NameAthena Bitcoin Global
 February 14, 2024 Page 3
 FirstName LastName
Matias Goldenhorn
Athena Bitcoin Global
February 14, 2024
Page 3
8.We note your risk factor disclosure that:
•“The SEC generally does not provide advance guidance or confirmation on the status
of any particular crypto asset as a security;”
•“Public statements by senior officials at the SEC indicate that the SEC does not
intend to take the position that Bitcoin or Ether are securities (in their current form);”
•“Bitcoin and Ethereum are the only crypto assets as to which senior officials at the
SEC have publicly expressed such a view;” and
•“With respect to all other crypto assets, there is currently no certainty under the
applicable legal test that such assets are not securities….”

Please remove or revise these statements in light of the fact that the Commission has
identified numerous crypto assets as securities, the reference to public statements about
Ether in its current form are inaccurate, the legal tests are well-established by U.S.
Supreme Court case law, and the Commission and staff have issued reports, orders and
statements that provide guidance on when a crypto asset may be a security for purposes of
the U.S. federal securities laws.
The Business
Athena Bitcoin ATM, page 86
9.We note your disclosure on page 87 that your hot wallets are maintained by the company's
staff. Please revise to briefly describe any third-party custodial services you utilize for
your hot wallets.
Suppliers of our ATMs, page 88
10.Please revise to disclose the material terms of any agreements entered into between you
and Bitaccess, Inc. regarding its supply of ATMs for your white label service in El
Salvador.
Competition, page 93
11.Please provide a clear citation to any reports and industry analysis that you cite (e.g., from
Grand View Research, Bitrefill, etc.), including where such information can be found.
Federal Regulation, page 96
12.We note your disclosure that FinCEN has "primary authority over dealers in crypto
assets." Please revise this sentence to state that you are subject to regulation by FinCEN
but to remove the suggestion that FinCEN has primary authority over dealers in crypto
assets. In addition, please note in this section that the CFTC has broad enforcement
authority to police market manipulation and fraud in spot commodity markets, including
the spot crypto markets, and that the Commission has authority over intermediaries
transacting in crypto assets, to the extent those crypto assets are securities.

 FirstName LastNameMatias Goldenhorn
 Comapany NameAthena Bitcoin Global
 February 14, 2024 Page 4
 FirstName LastName
Matias Goldenhorn
Athena Bitcoin Global
February 14, 2024
Page 4
Legal Proceedings, page 99
13.We note your disclosure of the legal proceeding with Arley Lozano-Jaramillo. Please
revise your next amendment to include the disclosure requirements under ASC 450-20-50
in the footnotes to the financial statements related to this contingency, and any material
unrecognized contingencies as of the balance sheet date or arising after the balance sheet
date.
Executive Compensation, page 113
14.Please update your disclosure in this section to include information regarding the 2023
fiscal year. Refer to Item 402 of Regulation S-K.
Notes to Unaudited Condensed Consolidated Financial Statements
5. Crypto Assets Held, page F-21
15.In your rollforward of crypto assets held for the nine months ended September 30, 2023,
you disclose no impairments. However, you disclose impairments of Other crypto assets
of $75,000 for the three months ended September 30, 2023. Please explain to us the
circumstances of the impairment, which crypto asset was impaired, and why the
impairment would not be included in your year-to-date disclosure.
Notes to Consolidated Financial Statements
1. Nature of Business and Summary of Significant Accounting Policies
Revenue Recognition - White-label Service, page F-43
16.Refer to your response to prior comment 28. Regarding your fixed fee for operating the
ATM included in your White-label services, please respond to the following:
•Clarify the statement in your response that, "The Company generally charges a fixed
fee for installation and a fixed fee each month for operating the ATMs," specifying
why you used the word "generally" and any instances where a fixed fee was not
charged;
•Confirm for us if separately priced services can be provided by third parties;
•Quantify the amount of revenue recognized for these separately priced services in
each period presented in your financial statements; and
•It appears that you are recognizing variable transaction fees when services are
performed. Tell us how you considered the guidance in ASC 606-10-32-5 through 9
and 11 through 12 concerning your valuation method for variable consideration
included in your contract.
Crypto Assets Held, page F-47
17.We acknowledge your response to prior comment 32. You state that your principal
market(s) are the largest crypto exchanges, but you determine fair value for impairment
testing from Coinmarketcap.com, which is not an exchange and would not be considered

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 Comapany NameAthena Bitcoin Global
 February 14, 2024 Page 5
 FirstName LastName
Matias Goldenhorn
Athena Bitcoin Global
February 14, 2024
Page 5
a market in the context of ASC 820. Please tell us your consideration of basing your fair
value measurements on quotations from the markets in which you normally transact and to
which you have access. Refer to ASC 820-10-35-5A and 35-6A.
18.We acknowledge your response to prior comment 33. Given the volatility in the value of
bitcoin, ethereum and other crypto assets held, please respond to the following:
•tell us how your impairment policy to test for impairment at the end of the month is
appropriate under ASC 350-30-35-18 through 19;
•tell us your consideration of modifying your impairment policy to test more
frequently for impairment in future periods to determine if the fair value of your
crypto assets held decreases below the initial cost basis or the carrying value at any
time during the assessed period; and
•if you have concluded that the potential impact of testing more frequently for
impairment was not material in the periods presented in your financial statements,
provide your materiality analysis demonstrating that the quantitative impact of an
intra-period impairment analysis would not be material.
            Please contact Rolf Sundwall at 202-551-3105 or David Irving at 202-551-3321 if you
have questions regarding comments on the financial statements and related matters. Please
contact Irene Paik at 202-551-6553 or David Lin at 202-551-3552 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Crypto Assets
cc:       Iwona J. Alami, Esq.