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Athena Bitcoin Global

800 NW 7th Avenue,

Miami, Florida 33136

February 11, 2025

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

Office of Finance

100 F Street, N.E.

Washington, D.C. 20549

    Attention:
    Rolf Sundwall, Staff Accountant (202) 551-3105

    David Irving, Staff Accountant (202) 551-3321

    Irene Paik, Staff Attorney (202) 551-6553

    Sandra Hunter Berkheimer at (202) 551-3758

    Re:
    Athena Bitcoin Global

    Registration Statement on Form S-1 Filed February 10, 2022

    Amendment No. 1 to Registration Statement on Form S-1 Filed March 17, 2022

    Amendment No. 2 to Registration Statement on Form S-1 Filed May 16, 2022

    Amendment No. 3 to Registration Statement on Form S-1 Filed June 24, 2022

    Amendment No. 4 to Registration Statement on Form S-1 Filed November 13, 2023

    Amendment No. 5 to Registration Statement on Form S-1 Filed January 12, 2024

    File No. 333-262629

Dear Ms. Paik:

Athena Bitcoin Global (the
“Company”) confirms receipt of the letter dated February 14, 2024, from the staff (the “Staff”)
of the Securities and Exchange Commission (the “Commission”) with respect to the above-referenced filings. We are responding
to the Staff’s comments in this letter and are contemporaneously filing Amendment No. 6 to Registration Statement on Form S-1 (the
“Amendment”). The Staff’s comments are set forth below, followed by the Company’s response:

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.

RESPONSE:

In response to Staff’s
comments, the Company has eliminated the gatefold and no longer a part of the prospectus and amendment #6.

United States Securities and Exchange Commission

February 11, 2025

Page 2

    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.

RESPONSE:

In response to Staff’s
comments, we have updated industry and market data throughout the Amendment, based on the most recently available information, including
the data noted by Staff on page 2 of the Amendment.

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 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.

RESPONSE:

In response to Staff’s comments, we have
revised the definition of “Crypto Asset or Digital Asset” on page iv of the Amendment to provide as follows:

“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, store of value, or to power applications. The term “altcoins” is inclusive of Ethereum,
Litecoin, Tether and Bitcoin Cash. 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.”

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.

RESPONSE:

In response to Staff’s comments, we have
revised the risk factor on page 17 of the Amendment to read as follows:

“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.”

United States Securities and Exchange Commission

February 11, 2025

Page 3

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.

RESPONSE:

In response to Staff’s comments, we have
revised our disclosure on page 21 of the Amendment to read as follows:

“From time to time and for customary reasons
of procuring crypto assets, the Company holds assets including dollar deposits, Bitcoin, Ethereum, Tether, Litecoin, and BCH on crypto
asset exchanges. The Company utilizes Kraken as its primary crypto asset 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, Quadriga filed for bankruptcy protection following the death of its Chief Executive Officer and subsequent discovery of its insolvency.
In addition, several other well-known and highly regarded exchanges have suffered similar fates. For example, in February 2014, Mt. Gox,
then the largest 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 Shares.”

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.

United States Securities and Exchange Commission

February 11, 2025

Page 4

RESPONSE:

In response to Staff’s comments, we have
addressed below each of Staff’s points as follows:

 · Depending on its characteristics, a digital asset may be considered a “security”
under the federal securities laws. The test for determining whether a particular digital asset is a “security” is complex
and difficult to apply, and the outcome is difficult to predict. Whether a digital asset is a security under the federal securities laws
depends on whether it is included in the lists of instruments making up the definition of “security” in the Securities
Act, the Exchange Act and the Investment Company Act. Digital assets as such do not appear in any of these lists, although
each list includes the terms “investment contract” and “note,” and the SEC has typically analyzed whether a particular
digital asset is a security by reference to whether it meets the tests developed by the federal courts interpreting these terms, known
as the Howey and Reves tests, respectively. For many digital assets, whether or not the Howey or Reves tests
are met is difficult to resolve definitively, and substantial legal arguments can often be made both in favor of and against a particular
digital asset qualifying as a security under one or both of the Howey and Reves tests. Adding to the
complexity, the SEC staff has indicated that the security status of a particular digital asset can change over time as the relevant facts
evolve. As part of determining whether a particular crypto asset is a security for purposes of the federal securities laws, we have taken
into account a number of factors, including the various definitions of “security” under the federal securities laws and federal
court decisions interpreting elements of these definitions, such as the U.S. Supreme Court’s decisions in the Howey and Reves cases,
as well as reports, orders, press releases, public statements and speeches by the SEC and its staff providing guidance on when a digital
asset may be a security for purposes of the federal securities laws.

 · We have 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, the following:

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.” The Company therefore believes that a digital
asset such as Ethereum cannot itself be an investment contract security. That remains true 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.

Further, we 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 believe it to be the case after the Merge.

United States Securities and Exchange Commission

February 11, 2025

Page 5

    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 continues to be today. There were
                                                                                                                                                   thousands of miners publishing blocks on the Ethereum Network before the Merge, and there are approximately one million validators
                                                                                                                                                   performing that role after the Merge. We therefore believe that the Ethereum Network remains “sufficiently
                                                                                                                                                   decentralized” and that Ethereum is not a security.

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 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.

Please further note that the Company does not provide staking services to customers for Ethereum.

 ·

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 the Company’s 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