SecProbe.io

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 March 10, 2025

Matias Goldenh rn
Chief Executive Officer and Director
Athena Bitcoin Global
1 SE 3rd Avenue Suite 2740
Miami, Florida 33131

 Re: Athena Bitcoin Global
 Amendment No. 6 to Registration Statement on Form S-1
 Filed February 11, 2025
 File No. 333-262629
Dear Matias Goldenh rn:

 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 February 14,
2024 letter.

Amendment No. 6 to Registration Statement on Form S-1
Prospectus Summary
Company Summary, page 12

1. We note your disclosure at page 13 and throughout the prospectus
regarding the
 modifications to El Salvador s Bitcoin Law as of January 29, 2025 and
that the
 Government of El Salvador is "stepping back from its involvement in
Chivo Wallet."
 We also note your statement on page 33 that you "do not foresee a
negative impact"
 from this legislative change. Please revise to explain in greater detail
your reasons for
 this assessment. Also, please expand your disclosure to clarify the
government's plans
 with respect to the Chivo Wallet.
 March 10, 2025
Page 2
Business Strategies, page 14

2. In the last paragraph on page 15, you disclose that "[t]he Company has
developed and
 has started rolling out the Athena Bitcoin Affiliates Program which
provides Bitcoin
 ATM operators with a turnkey solution, offering industry-leading
software,
 compliance support, cash management, and marketing services to
streamline
 operations and maximize profitability." Please revise to describe this
affiliate program
 in greater detail, including the material terms thereof and any future
milestones.
Risk Factors
Our founders, single major shareholder, and director control..., page 52

3. We note your disclosure that your founders, together with a single major
shareholder,
 beneficially own approximately 70.35% of your outstanding shares of
common stock
 and may continue to control the company for the foreseeable future,
including the
 outcome of matters requiring shareholder approval. Please revise to
include
 comparable disclosure in the prospectus summary.
Management's Discussion and Analysis of Financial Condition and Results of
Operations
White-label Service, page 62

4. We note your disclosure on page 62 that you operate ATMs on behalf of
the
 Government of El Salvador. We also note your disclosure on page 35 that
the
 Government of El Salvador, through Chivo, operates the Chivo digital
wallet. To the
 extent information is reasonably available, please revise to clarify:
 who holds the private keys relating to the crypto assets that are
sold to end users
 from the Chivo ATMs (i.e., the end users' Chivo wallets); and
 how the private keys relating to such crypto assets are held (i.e.,
hot or cold
 storage).
The Business
Athena Bitcoin ATM, page 92

5. We note your response to prior comment 9 that you have revised your
disclosure to
 indicate, among others, that your hot wallets are maintained by BitGo
Trust Company,
 Inc., a third-party custodial service. However, we are unable to locate
responsive
 disclosure and reissue the comment. Additionally, your disclosure on
page 93
 that your "hot wallets are maintained by the staff of the Company" and
"[t]he
 Company does not utilize any third-party custodial services for the hot
wallets"
 appears inconsistent with your response. Please clarify throughout the
prospectus, as
 appropriate, whether you self-custody your or your customer's crypto
assets and/or
 utilize a third-party custodian in this regard. Also, please disclose
the material terms
 of any agreement you have with a third-party custodian and file the same
as an exhibit
 to your registration statement, if required by Item 601 of Regulation
S-K.
6. As a related matter, in the last risk factor on page 29, you disclose
that, "To the extent
 that any of the private keys relating to our wallets containing bitcoin
held for our own
 account or our users private keys relating to their un-hosted wallets
is lost...we or our
 users will be unable to access the bitcoin held in the related
wallet....The risk of this
 exposure is mitigated through a third-party vendor (BitGo Trust Company,
Inc.) who
 March 10, 2025
Page 3

 manages the private keys." As applicable, please expand your disclosure
to clarify the
 extent to which your third-party custodian manages the private keys to
your wallets
 containing crypto assets held for your own account, and your users
private keys
 relating to their un-hosted wallets, respectively, as your disclosure
appears to
 indicate. Alternatively, please advise or revise to clarify otherwise.
7. We note your disclosure on page 94 that you terminated your agreement
with Genesis
 Coin on September 12, 2024 as part of a confidential settlement
agreement and
 release, and that "certain monetary and technological considerations
were afforded
 between the parties." However, on page 95, you state that you continue
to honor
 bilaterally the terms of the contract in your ongoing business
relationship. Please
 provide clarification on whether you continue to have a working
relationship with
 Genesis Coin and the nature of this relationship. If you do not, please
disclose the
 impact of the termination of your agreement with Genesis Coin. In this
regard, we
 note your now removed risk factor disclosure from page 51 that you "rely
on and are
 dependent on Genesis Coin... in connection with many aspects of [y]our
business
 operations" noting that they manufacture the majority of your Bitcoin
ATMs, are
 responsible for the development of related software systems that provide
advanced
 security protections, and that your main income is generated by the ATMs
that you
 purchase from Genesis Coin.
Athena Plus, page 96

8. We note your disclosure on page 97 that you "do not transact in any
crypto assets
 except bitcoin, Ethereum, Tether, Litecoin, and BCH." Please revise to
reconcile this
 statement with your disclosures elsewhere throughout the filing that
since July 19,
 2023, you do not transact in any crypto assets except bitcoin (e.g., at
pages 12 and
 41).
Federal Regulation, page 102

9. We note your response to prior comment 12 and re-issue in part, as the
proposed
 disclosure provided in the response letter is not reflected in the
prospectus. Please
 remove the suggestion that FinCEN has primary authority over dealers in
crypto
 assets and state that you are subject to regulation by FinCEN. Also,
please remove
 your statement that "[t]he CFTC has authority over intermediaries
transacting in
 crypto assets, to the extent those crypto assets are considered
commodities and not
 securities," as this statement is inaccurate.
Legal Proceedings, page 105

10. It appears that the dollar damages you cite in this section are
denominated in
 thousands. Please revise to clarify if this is true. In addition, please
expand your
 disclosure regarding the complaint filed by Digital Access on June 21,
2024 to include
 a description of the factual basis alleged to underlie the proceedings
and the relief
 sought. Refer to Item 103(a) of Regulation S-K.
Note 6. Property and Equipment, page F-23

11. We note your disclosure on page F-24 that during the second quarter of
2024, you
 entered into a Development Services Agreement for a software platform to
use in
 March 10, 2025
Page 4

 connection with the operation of Bitcoin ATMs. In an appropriate section
of the
 prospectus, please disclose the material terms of this agreement, or
advise us why
 such disclosure is not 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.
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