SecProbe.io

CORRESP
 1
 filename1.htm

 Athena Bitcoin Global

 1 SE 3rd Avenue Suite 2740

 Miami, FL 33131

 June 30, 2025

 Division of Corporation Finance
 VIA EDGAR

 U.S. Securities and Exchange Commission

 Washington D.C. 20549

 Re: Athena Bitcoin Global
 Form S-1 Registration Statement

 Initially Filed
June 24, 2025

 File No. 333-288284

 Acceleration Request

 Request Date : Wednesday, July 2, 2025

 Request Time : 4:30 p.m. Eastern Time (or
as soon thereafter as practicable)

 Ladies and Gentlemen:

 Pursuant to Rule 461 under
the Securities Act of 1933, as amended, Athena Bitcoin Global (the " Registrant ") hereby requests that the United States
Securities and Exchange Commission (the " Commission ") take appropriate action to cause the above-captioned Registration
Statement (the " Registration Statement ") to become effective at 4:30 p.m. Eastern Standard Time, Wednesday, July 2,
2025, or as soon thereafter as practicable. This request for acceleration amends, restates and supersedes in its entirety the previously
submitted acceleration request filed with the Commission on June 27, 2025 and is being filed to change the requested effective date from
July 1, 2025 to July 2, 2025.

 Please contact Mr. David M.
Loev of The Loev Law Firm, PC at (832) 930-6432, with any questions you may have concerning this request, and please notify him when this
request for acceleration has been granted.

 Very truly yours,

 /s/ Matias Goldenhörn

 Matias Goldenhörn

 Chief Executive Officer

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 June 27, 2025

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

 Re: Athena Bitcoin Global
 Registration Statement on Form S-1
 Filed June 24, 2025
 File No. 333-288284
Dear Matias Goldenh rn:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
We remind you
that the company and its management are responsible for the accuracy and
adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action
by the staff.

 Please contact Sonia Bednarowski at 202-551-3666 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Crypto
Assets
</TEXT>
</DOCUMENT>

CORRESP
 1
 filename1.htm

 Athena Bitcoin Global

 1 SE 3rd Avenue Suite 2740

 Miami, FL 33131

 June 27, 2025

 Division of Corporation Finance
 VIA EDGAR

 U.S. Securities and Exchange Commission

 Washington D.C. 20549

 Re: Athena Bitcoin Global
 Form S-1 Registration Statement

 Filed June 24, 2025

 File No. 333-288284

 Acceleration Request

 Request Date : July 1, 2025

 Request Time : 4:30 p.m. Eastern Time (or
as soon thereafter as practicable)

 Ladies and Gentlemen:

 Pursuant to Rule 461 under
the Securities Act of 1933, as amended, 180 Life Sciences Corp. (the " Registrant ") hereby requests that the
United States Securities and Exchange Commission (the " Commission ") take appropriate action to cause the above-captioned
Registration Statement (the " Registration Statement ") to become effective at 4:30 p.m. Eastern Standard Time, Tuesday,
July 1, 2025, or as soon thereafter as practicable.

 Please contact Mr. David M.
Loev of The Loev Law Firm, PC at (832) 930-6432, with any questions you may have concerning this request, and please notify him when this
request for acceleration has been granted.

 Very truly yours,

 /s/ Matias Goldenhörn

 Matias Goldenhörn

 Chief Executive Officer

CORRESP
 1
 filename1.htm

 Athena Bitcoin Global

 1 SE 3rd Avenue, Suite 2740

 Miami, Florida 33131

 May 12, 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:

 Irene Paik, Staff Attorney (202) 551-6553

 David Lin, Staff Attorney (202) 551-6553

 Re:
 Athena Bitcoin Global

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

 File No. 333-262629

 Dear Ms. Paik and Mr. Lin:

 Athena Bitcoin Global (the " Company ")
hereby responds to the Staff's additional supplemental response request regarding the following former comment issued by the Staff
and the Company's response in the letter dated August 13, 2021 responding to the Staff's comments:

 Athena Bitcoin Global

 Draft Registration Statement on Form S-1 Submitted May 5, 2021

 CIK No. 0001095146

 General

 53. Please supplementally provide us with copies of all
written communications, as defined in Rule 405 under the Securities Act, that you, or anyone authorized to do so on your behalf,
present to potential investors in reliance on Section 5(d) of the Securities Act, whether or not they retain copies of the
communications. Please contact the staff member associated with the review of this submission to discuss how to submit the
materials, if any, to us for our review.

 In response to Staff's
comments, please be advised that the Company hereby confirms that is has not used written communications, as defined in Rule 405 under
the Securities Act, or anyone authorized to do so on the Company's behalf, present
to potential investors in reliance on Section 5(d) of the Securities Act.

 We trust that this response satisfactorily responds
to your request. Should you require further information, please contact our legal counsel Iwona J. Alami at (949) 760-6880.

 Very truly yours.

 By: /s/ Matias Goldenhorn

 Chief Executive Officer

 cc: Iwona Alami, Esq.

CORRESP
 1
 filename1.htm

 Athena Bitcoin Global

 1 SE 3rd Avenue, Suite 2740

 Miami, Florida 33131

 May 12, 2025

 VIA EDGAR

 United States Securities and Exchange Commission

 Division of Corporation Finance

 Office of Crypto Assets

 100 F Street, N.E.

 Washington, D.C. 20549

 Attention:

 Irene Paik, Staff Attorney (202) 551-3552

 David Lin, Staff Attorney (202) 551-6553

 Re:
 Athena Bitcoin Global

 Registration Statement on Form S-1, as amended

 File No. 333-262629

 Acceleration Request :
 Requested Date: May 14, 2025
 Requested Time: 4:00 P.M. Eastern Standard Time

 Ladies and Gentlemen:

 Pursuant to Rule 461 under the Securities Act
of 1933, as amended, Athena Bitcoin Global (the " Registrant ") hereby requests that the above-referenced Registration
Statement on Form S-1 (File No. 333-262629) (the " Registration Statement ") be declared effective at the
"Requested Date" and "Requested Time" set forth above, or as soon thereafter as practicable, unless we or our
outside counsel, Iwona J. Alami of Law Office of Iwona J. Alami, requests by telephone call to the Staff of the Division of Corporation
Finance – Office of Crypto Assets of the Securities and Exchange Commission that such Registration Statement be declared effective
at some other time. The Registrant hereby authorizes Iwona J. Alami of Law Office of Iwona J. Alami, to make such request on the Registrant's
behalf. In making this acceleration request, the Company acknowledges that it is aware of its responsibilities under the Act.

 Once the Registration Statement is effective,
please orally confirm the event with our counsel, Iwona J. Alami by calling Ms. Alami at (949) 760-6880. We also respectfully request
that a copy of the written order from the Securities and Exchange Commission verifying the effective time and date of the Registration
Statement be sent to our counsel, Iwona J. Alami, by email at iwona@alamilawgroup.com.

 Thank you for your assistance.

 Very truly yours,

 /s/ Matias Goldenhörn

 Matias Goldenhörn

 Chief Executive Officer

 cc: Iwona J. Alami

CORRESP
 1
 filename1.htm

 Athena Bitcoin Global

 1 SE 3rd Avenue, Suite 2740

 Miami, Florida 33131

 May 5, 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
 Amendment No. 6 to Registration Statement on Form S-1 Filed February
 11, 2024
 Amendment No. 7 to Registration Statement on Form S-1 Filed April 10,
 2025
 File No. 333-262629

 Dear Ms. Paik:

 Athena Bitcoin Global (the
" Company ") confirms receipt of the letter dated April 23, 2025, 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. 8 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. 7 to Registration Statement on Form S-1

 Risk
Factors

 The theft,
loss, or destruction of private keys required to access any Bitcoin may be irreversible..., page 28

 1. We note your disclosure
 that "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)." Please revise to disclose the amount of coverage provided by BitGo's
 insurance policy and any coverage limitations.

 1

 United States Securities and Exchange Commission

 May 5, 2025

 Page 2

 RESPONSE:

 In response to Staff's
comments, we have revised the Risk Factor on page 29 of the Amendment No. 8, and provided the disclosure of the Company's insurance
policy with BitGo, including the name of the insurance carrier, the coverages provided by BitGo's insurance policy and the coverage
limits, to read as follows:

 "The theft, loss, or
destruction of private keys required to access any Bitcoin 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 bitcoin, it could cause regulatory scrutiny, reputational
harm, and other losses.

 Bitcoin is generally accessible
only by the possessor of the unique private key relating to the digital wallet in which the Bitcoin is held. While blockchain protocols
typically require public addresses to be published when used in a transaction, private keys must be safeguarded and kept private to prevent
a third party from accessing the Bitcoin held in the applicable wallet. 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, destroyed,
or otherwise compromised or unavailable, and no backup of the private key is accessible, we or our users will be unable to access the
Bitcoin held in the related wallet. Further, we cannot provide assurance that our or our users' wallets will not be hacked or otherwise
compromised. Cryptocurrency and blockchain technologies have been, and may in the future be, subject to security breaches, hacking, or
other malicious activities. Any loss of private keys relating to, or any hack or other compromise of, digital wallets used to store our
users' Bitcoin could adversely affect our users' ability to access or sell their Bitcoin, as well as result in loss of user
trust in us. As such, any loss of private keys due to a hack, employee or service provider misconduct or error, or other compromise by
third parties could hurt our brand and reputation, result in significant losses, and adversely impact our business. However, the Company
does not (i) custody Bitcoin purchased by customers, (ii) nor does it manage or have access to private keys belonging to customers' personal
(un-hosted) wallets (iii) nor does it hold private keys for users. Customers are solely responsible for their own wallets and private
keys. When a customer uses an Athena Bitcoin ATM to purchase Bitcoin, the 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 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.

 United States Securities and Exchange Commission

 May 5, 2025

 Page 3

 A summary of the coverages
is listed below:

 SUMMARY OF SPECIE INSURANCE

 Coverage / Insuring Clauses:

 The Insurers shall indemnify the Insured
for Insured Loss occurring during the Period of Insurance which renders the Cryptocurrency contained at the associated Public Address
on the Blockchain unrecoverable as more fully described in the policy.

 Summary of Exclusions (all more
fully described in the policy):

 1) Theft or dishonesty by principal
shareholder, partner, director, or officer who is not a Designated Custodian: Designated Custodian means those appointed employees who
make up the Withdrawal Team as fully described to Underwriters.

 2) Loss from any act or default
of any partner, employee, director or officer of the Insured, controlling more than 5% of the Insured.

 3) Loss from the complete or
partial non-payment or default upon any loan.

 4) Loss from any trading.

 5) Loss or damage from Cryptocurrency
Private Keys where the Storage Media was or at any time prior, had been connected to the internet or any external network.

 6) Loss or damage to and/or resulting
from Cryptocurrency Private Keys which were not held on Storage Media and prior to the Storage Media being securely deposited at the
Designated Premises.

 7) Loss from network failure
of a cryptocurrency cryptographic protocol.

 8) Loss from acts of a designated
custodian occurring after the time any director or officer of the Insured first became aware of any act or acts of theft, fraud or dishonesty
of such designated custodian.

 9) Loss not discovered and notified
to insurers within thirty days after the policy expiration date.

 10) Consequential loss.

 11) Money laundering.

 12) War.

 13) Radioactive contamination.

 14) Mechanical breakdown.

 15) Terrorism.

 16) Sanctions.

 SUMMARY OF CRIME INSURANCE

 Coverage / Insuring Clauses:

 1) Employee Theft

 2) Premises

 3) Transit

 4) Third Party Computer and Funds
Transfer Fraud

 5) Legal Fees, Costs & Expenses

 United States Securities and Exchange Commission

 May 5, 2025

 Page 4

 Summary of Exclusions (all more
fully described in the policy):

 1) Loss resulting from fraud
of director except to the extent that the director is deemed to be an Employee and only applies to where they own 15% or greater of issued
share capital

 2) Loss caused by an Employee
if an directors or officers are aware of prior theft or fraud

 3) Loss of income or profit not
realized by the Assured.

 4) Loss of trade secrets, intellectual
property

 5) Loss due to the giving or
surrendering of physical Property in any legitimate exchange/purchase

 6) Any loss solely dependent
upon an inventory or a profit and loss computation.

 7) Indirect or consequential
loss of whatever nature

 8) War

 9) Radioactive contamination

 10) Arithmetical, accounting,
or computing errors or omissions

 11) Mechanical failure, breakdown,
programming errors, processing errors

 12) Circumstances or occurrences
noticed to prior policies

 13) Default of a loan

 14) Payments or withdrawals to
BitGo that are not settled

 15) Network failure of the cryptographic
protocol

 The following exclusions are
applicable to Insuring Clauses 2 (Premises) and 3 (Transit) only:

 1. Forged or Fraudulently Altered
or Counterfeit Property

 2. Loss or damage to Property
while in the mail

 3. Kidnap/Ransom/ Extortion

 4. Terrorism

 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."

 Management's
Discussion and Analysis of Financial Condition and Results of Operations

 White-label
Service, page 61

 2. We note your added disclosure on page 62 that "[i]f
 the user chooses to receive the Bitcoin in a Chivo wallet, then the Government of El Salvador
 (through the Chivo wallet system) retains custody of the private keys associated with that
 wallet" and that "the end user does not have direct access to the private keys."
 Please add a separately captioned risk factor addressing any risks attendant to the fact
 that the Government of El Salvador (or its designated Chivo wallet operator) retains custody
 of the private keys associated with the Chivo wallet system, as you state on page 62, including
 any risk of loss or compromise of such private keys.

 United States Securities and Exchange Commission

 May 5, 2025

 Page 5

 RESPONSE:

 In response to Staff's comments,
we have included our disclosure in the Amendment No. 8 on page 35 in the section "Risk Factors – Risks Related to Our Operations
in El Salvador" under the heading " 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 " by providing the following statements:

 "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 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 Chivo wallet system."

 United States Securities and Exchange Commission

 May 5, 2025

 Page 6

 The Business

 Athena
Plus, page 94

 3. We note your response to prior comment 8. We also
 note your disclosures throughout the prospectus that since July 19, 2023, you do not transact,
 or make offers to transact with your customers, in any crypto assets except Bitcoin. However,
 your website (at https://athenabitcoin.com/how-to-buy) states that you "currently offer
 Bitcoin, Litecoin, Ether/ETH and Bitcoin Cash (BCH)" for purchase through your Athena
 ATMs. Additionally, the "Athena Plus" webpage on your website states that, "Athena
 Plus-approved clients have access to buy and sell the following digital currencies: Bitcoin
 (BTC/XBT), Ethereum (ETH), and Litecoin (LTC). More assets might be available upon request."
 Please advise as to whether you transact, or make offers to transact, with your customers
 in crypto assets other than Bitcoin. Also, please revise to reconcile and/or clarify your
 disclosures, as appropriate.

 RESPONSE:

 In response to Staff's
comments, please be advised that the Company does not transact, or make offers to transact, with our customers in crypto assets other
than Bitcoin. Furthermore, we have reconciled our disclosure on our Athena Bitcoin website (at https://athenabitcoin.com/how-to-buy) with
our disclosure in the Amendment. Additionally, our statements on the Company's website regarding digital assets available for purchase
and sale on Athena Plus, have been reconciled and revised to be consistent with our disclosure in the Amendment.

 We trust that this response satisfactorily responds
to your request. Should you require further information, please contact our legal counsel Iwona Alami at (949) 760-6880.

 Very truly yours.

 By: /s/ Matias Goldenhorn

 Chief Executive Officer

 cc: Iwona Alami, Esq.

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 April 23, 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. 7 to Registration Statement on Form S-1
 Filed April 10, 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 March 10,
2025 letter.

Amendment No. 7 to Registration Statement on Form S-1
Risk Factors
The theft, loss, or destruction of private keys required to access any Bitcoin
may be
irreversible..., page 28

1. We note your disclosure that "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)." Please revise to
disclose the amount
 of coverage provided by BitGo's insurance policy and any coverage
limitations.
 April 23, 2025
Page 2
Management's Discussion and Analysis of Financial Condition and Results of
Operations
White-label Service, page 61

2. We note your added disclosure on page 62 that "[i]f the user chooses to
receive the
 Bitcoin in a Chivo wallet, then the Government of El Salvador (through
the Chivo
 wallet system) retains custody of the private keys associated with that
wallet" and that
 "the end user does not have direct access to the private keys." Please
add a separately
 captioned risk factor addressing any risks attendant to the fact that
the Government of
 El Salvador (or its designated Chivo wallet operator) retains custody of
the private
 keys associated with the Chivo wallet system, as you state on page 62,
including
 any risk of loss or compromise of such private keys.
The Business
Athena Plus, page 94

3. We note your response to prior comment 8. We also note your disclosures
throughout
 the prospectus that since July 19, 2023, you do not transact, or make
offers to transact
 with your customers, in any crypto assets except Bitcoin. However, your
website (at
 https://athenabitcoin.com/how-to-buy) states that you "currently offer
Bitcoin,
 Litecoin, Ether/ETH and Bitcoin Cash (BCH)" for purchase through your
Athena
 ATMs. Additionally, the "Athena Plus" webpage on your website states
that, "Athena
 Plus-approved clients have access to buy and sell the following digital
currencies:
 Bitcoin (BTC/XBT), Ethereum (ETH), and Litecoin (LTC). More assets might
be
 available upon request." Please advise as to whether you transact, or
make offers to
 transact, with your customers in crypto assets other than Bitcoin. Also,
please revise
 to reconcile and/or clarify your disclosures, as appropriate.

 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.
</TEXT>
</DOCUMENT>

CORRESP
 1
 filename1.htm

 Athena Bitcoin Global

 800 NW 7th Avenue,

 Miami, Florida 33136

 April 10, 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
 Amendment No. 6 to Registration Statement on Form S-1 Filed February
 11, 2024

 File No. 333-262629

 Dear Ms. Paik:

 Athena Bitcoin Global (the
" Company ") confirms receipt of the letter dated March 10, 2025, 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.7 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. 6 to Registration Statement on Form
S-1 General

 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.

 RESPONSE:

 In response to Staff's
comments, we have revised and expanded our disclosure on pages 13 and 33-35 of the Amendment No. 7 to provide further clarification and
detailed explanation of our statements. Specifically, with respect to your comment regarding our disclosure on page 13 under the heading
"White Label Services" and throughout our Prospectus, we have added the following statements:

 "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."

 United States Securities and Exchange Commission

 April 10, 2025

 Page 2

 "…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,"
though it remains "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 mandatory
Bitcoin usage; rather, they cater to organic consumer demand. Even under the new voluntary directive, Bitcoin remains legal tender, and
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, and this service is unaffected by whether Bitcoin use is voluntary or mandatory."

 With respect to your comment
regarding our disclosure on page 33 in the Prospectus, we have added the following statements in "Risk Factors Related to Our Operations
in El Salvador" on pages 33-35:

 "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,"
though it remains "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. Even under the new voluntary directive, Bitcoin remains legal
tender, and 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, and this service is unaffected by whether Bitcoin use is voluntary or mandatory.

 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."

 Please see also our disclosure on page 62 under the heading "White
Label Services", page 95 under the heading "The Business – Expansion of Business Operations in El Salvador" and
on page 96 "Business Operations" under the heading in the same section.

 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.

 RESPONSE:

 In response to Staff's
comments, we have revised our disclosure in the Amendment No. 7 on pages 15 and 16 to provide the detailed and comprehensive description
of the Company's affiliate program. Specifically, we have added the following statements:

 "Also, the 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. This turnkey
solution is for participating independent Bitcoin ATM operators ("Affiliates") who will be able to leverage the Company's
established platform and services to manage their own Bitcoin ATMs more efficiently. The material terms of the program include:

 United States Securities and Exchange Commission

 April 10, 2025

 Page 3

 ·
 Services Offered: Affiliates receive access to our proprietary ATM software platform (including regular updates and maintenance), compliance support (such as anti-money laundering (AML) and "know your customer" (KYC) procedures developed by the Company), cash management guidance (e.g. armored transport coordination and vaulting services), and marketing support to help drive customer traffic to their ATMs.

 ·
 Fee Structure: Affiliates are charged a monthly service fee, or they participate in a revenue share arrangement (a percentage of transaction revenues) with the Company in exchange for the above services. The exact terms may vary by affiliate contract, but generally the Company's compensation is tied to the affiliate's transaction volume (revenue-sharing) and/or fixed fees for software licensing and support.

 ·
 Affiliate Obligations: Affiliates retain ownership of their ATMs but are required to adhere to our operational standards and compliance protocols. For example, Affiliates must implement the KYC/AML processes we provide and maintain their machines in accordance with the Company's guidelines. This ensures a consistent and secure experience across the extended network of ATMs.

 ·
 Future Milestones: The Affiliates Program was launched in late 2024 (pilot phase) and it is expected to be rolled out by mid-year 2025. A near-term milestone is to onboard additional ATM operators in key markets throughout 2025, which we believe will increase transaction volume and expand our brand presence without requiring significant capital expenditure by the Company. Our goal is to have a certain number of affiliate-operated ATMs live by the end of 2025. We 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."

 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.

 RESPONSE:

 In response to Staff's
comments, we have included comparable disclosure in the Prospectus Summary under the heading "Risk Factors Associated with our Business"
on page 17 of the Amendment No. 7 to provide as follows:

 "Our founders together
with a single major shareholder, beneficially own approximately 70.35% of our outstanding shares of common stock. As a result, such individuals
will, for the foreseeable future, have the ability, if acting together, to control the election of our directors and the outcome of corporate
actions requiring shareholder approval under Nevada law. This concentration of voting power and control could have a significant effect
in delaying, deferring, or preventing an action that might otherwise be beneficial to our other shareholders. See "Management
and Certain Security Holders" for further discussion of the Board of Directors' structure and principal shareholders'
agreements."

 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).

 United States Securities and Exchange Commission

 April 10, 2025

 Page 4

 RESPONSE:

 In response to Staff's
comments, we have expanded our disclosure in the Amendment No. 7 on page 62 under the heading "White Label Services" in Management
Discussion and Results of Operations section to clarify the custody of crypto assets dispensed through the Chivo-branded ATMs, by including
the following additional statements to read as follows:

 "When a user purchases Bitcoin from a Chivo-branded
ATM, the ATM delivers the Bitcoin to the address selected by the user. This may be a Chivo wallet or any other wallet address, including
a non-custodial wallet.

 ·
 Holder of Private Keys: If the user chooses to receive the Bitcoin in a Chivo wallet, then the Government of El Salvador (through the Chivo wallet system) retains custody of the private keys associated with that wallet. The Chivo wallet is a custodial wallet, meaning the end user does not have direct access to the private keys. In that scenario, the Government (or its designated Chivo wallet operator) has control over the crypto assets after delivery.

 However, users are not required to use a Chivo
wallet. If the user inputs a non-custodial wallet address, the Bitcoin is delivered directly to that wallet, and the user retains sole
control of the associated private keys. In all cases, regardless of the destination address, the Company never holds or has access
to the private keys for Bitcoin purchased by users at the ATMs. Our role is strictly limited to operating the ATM infrastructure and facilitating
the transaction; we do not have custody or manage digital assets on behalf of users.

 ·
 Method of Key Storage (Chivo Wallets): For transactions involving delivery to Chivo wallets, whereby the Company is not the custodian and does not have access to the Chivo wallet infrastructure, it is our understanding that the Government of El Salvador uses a combination of hot wallets (for real-time liquidity and immediate delivery) and potentially cold or multi-signature storage for operational security. Because transactions through Chivo ATMs require 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.

 The Government of El 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."

 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.

 RESPONSE:

 In response to Staff's
comments, we have revised our disclosure (Amendment No. 6 – page 93) on page 90 of the Amendment

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 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.
</TEXT>
</DOCUMENT>

CORRESP
1
filename1.htm

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

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

 FirstName LastNameMatias Goldenhorn
 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.

CORRESP
1
filename1.htm

Athena Bitcoin Global

800 NW 7th Avenue,

Miami, Florida 33136

January 12, 2024

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

    File No. 333-262629

Dear Ms. Paik:

Athena Bitcoin Global (the
“Company”) confirms receipt of the letter dated December 14, 2023, 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. 5 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. 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.

RESPONSE:

In response to the Staff’s
comments, please note that the Company has not been directly impacted by any crypto asset market developments related to bankruptcies.
The Company has not entered into any relationships with any of the companies in the crypto economy that experienced significant negative
events. This includes FTX, Blockfi, Celsius and Voyager. The Company’s risk related to volatility of crypto prices is negated by
the nature of the Company’s operations. The Company holds onto crypto assets primarily to fund its Athena Bitcoin, Athena Plus and
White-Label service offerings. These crypto assets are held by the Company for less than ten days, which limits our exposure to price
fluctuations of crypto assets. We have not experienced a direct material impact from the price volatility of crypto assets. However, we
have disclosed risks regarding the volatility of the price and its potential impacts on the Company.

    United States Securities and Exchange Commission

January 12, 2024

Page 2

The Company is directly impacted
by the broader macro-economic climate related to crypto assets. Negative events, such as the FTX bankruptcy and significant fluctuations
of crypto asset prices could erode investor confidence in crypto assets. This could result in a reduction of demand of crypto assets.

The Company has also disclosed
the impacts of Terra LUNA and Stablecoins as a risk in the Amendment. Please see our disclosure under the Company’s Risk
Factors on page 31 and of the Amendment. We have also set forth below the above referenced risk factors. In addition, we have
added a new risk factor addressing specifically the Staff’s comment regarding the impact of bankruptcies on the
Company’s operations. See pages 16 and 18 of the Amendment and below.

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. As of December 31,
2022, management’s estimate of the effect on fair values due to a +/- 20% uniform change in the market prices of all crypto assets,
with all other variables held constant, was +/- $73.0 thousand (December 31, 2021: +/- 168.4 thousand). As of September 30, 2023, management’s
estimate of the effect on fair values due to a +/- 20% uniform change in the market prices of all crypto assets, with all other variables
held constant was +/- $60.6 thousand.

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 impact the broader cryptoeconomy. The full extent of these impacts may not yet be known. Impacts include, but are not
limited to, 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
had no 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 and customer sentiment, and each of these drivers do
indirectly impact our business and our revenue potential. 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

January 12, 2024

Page 3

Stable
Coins may not have any intrinsic value.

Tether,
USD Coin, Dai and TrueUSD are examples of Stablecoins. Stablecoins 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 11% 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 83.3 billion USD per Coinmarketcap.com as of September 30, 2023.
The Company sells Tether as part of its Athena Plus services. 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 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. This could reduce the market price of all of the crypto
assets that the Company utilizes in its operations, impact any individual’s willingness to purchase Tether from the Company
and may adversely affect the Company’s operating results and value of the Company’s shares of common stock.

 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.

RESPONSE:

In response to Staffs comments, please
note that the Company believes that it is not applicable to our business. We did not have any direct or indirect exposures to other counterparties,
customers, custodians, or other participants in crypto asset markets that meet any of the criteria listed above.

 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.

RESPONSE:

In response to the Staff’s
comments, please note that the Company engages in significant transaction volume of crypto assets. While the Company does not hold
material amounts of crypto assets for longer than two (2) days after the original acquisition date, it is important for the business
to have sufficient steps to safeguard our crypto assets and our customer’s crypto assets, as applicable. The Company's hot
wallet is secured with authentication protocols and passwords that are accessible to a limited number of employees, the Company has
cryptocurrency security practices in place and all transactions conducted on the wallet are done through a multi-step approval
process with tracking.

The Company only maintains an immaterial
amount of customer crypto assets for a revenue stream (Bitquick) that the Company no longer offers to customers.

The Company has included additional
risk disclosures in the Amendment (see page 25) and as set forth below.

    United States Securities and Exchange Commission

January 12, 2024

Page 4

Our
failure to safeguard and manage the customer’s crypto assets could adversely impact our business, operating results, and financial
condition.

The Company acts as a custodian
for certain customer’s crypto assets, which includes having access to and managing cryptographic private keys. The Company
defines this process as “safeguarding.” As of September 30, 2023, we were responsible for safeguarding $45,000 in crypto
assets, all in the form of Bitcoin. Those Bitcoin are not insured or guaranteed by any government or government agency. Our ability
to manage and accurately safeguard these user assets requires a high level of internal controls, including use of authentication
protocols, passwords and multi-step approval processes. As our business continues to grow and we expand our product and service
offerings, we must continue to strengthen our associated internal controls. Our success and the success of our offerings requires
significant public confidence in our ability to properly manage security. The Company is not the legal owner of these crypto assets.
However, because we safeguard cryptographic key information such cryptographic key information may be considered to be the property
of a bankruptcy estate, in the event of a bankruptcy, the users may not be able to access their crypto assets. This may result in
customers finding our services riskier and less attractive and any failure to increase our customer base, discontinuation or
reduction in use of our platform and products by existing customers as a result could adversely impact our business, operating
results, and financial condition. If we do not successfully manage the security needs associated with safeguarding such crypto
assets for users, then 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
theft, loss, or destruction of private keys required to access any Bitcoin 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 Bitcoin, it could cause regulatory scrutiny,
reputational harm, and other losses.

Bitcoin
is generally accessible only by the possessor of the unique private key relating to the digital wallet in which the Bitcoin is held.
While blockchain protocols typically require public addresses to be published when used in a transaction, private keys must be safeguarded
and kept private to prevent a third party from accessing the Bitcoin held in the applicable wallet. 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, destroyed, or otherwise compromised or unavailable, and no backup of the private key is accessible, we or our users
will be unable to access the Bitcoin held in the related wallet. Further, we cannot provide assurance that our or our users’ wallets
will not be hacked or otherwise compromised. Cryptocurrency and blockchain technologies have been, and may in the future be, subject
to security breaches, hacking, or other malicious activities. Any loss of private keys relating to, or any hack or other compromise of,
digital wallets used to store our users’ Bitcoin could adversely affect our users’ ability to access or sell their Bitcoin,
as well as result in loss of user trust in us. As such, any loss of private keys due to a hack, employee or service provider misconduct
or error, or other comp

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
Page 6
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

CORRESP
1
filename1.htm

Athena Bitcoin Global

800 NW 7th Avenue,

Miami, Florida 33136

November 13, 2023

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:
    Marc Thomas, Staff Accountant (202)
    551-3452

    Robert Klein, Staff Accountant (202) 551-3847

    David Lin, Staff Attorney (202) 551-3552

    J. Nolan McWilliams at (202) 551-3217

    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

    File No. 333-262629

Dear Mr. Lin:

Athena Bitcoin Global (the
“Company”) confirms receipt of the letter dated August 17, 2022, 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. 4 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. 3 to Registration Statement on Form S-1

General

1. We note that beginning on page 40 the Company includes accounting analyses that we requested for
                                the purpose of facilitating our evaluation of the Company’s disclosure and not for the purpose
                                of inclusion in your filing. See for example June 24, 2022 response 10 and May 16, 2022 response 8. We
                                note that those analyses may not be suited to exposition in the Form S-1 in the manner undertaken. For
                                example, one or more of those discussions appears to be incomplete in its analysis and in its articulation
                                of the rights and obligations of the parties to the transactions to which the discussions apply. We also
                                note that some of the discussions use accounting terms incorrectly (e.g., performance obligation) and
                                its placement in MD&A appears to lack the appropriate context necessary to understand the discussion.
                                Please consider making substantial revision to your Form S-1 to include appropriate, fulsome disclosure
                                in an appropriate context. For example, the business section should include for each material type of
                                transaction, product, or service offering, including those identified in Note 3 on pages F-18 and F-50,
                                disclosure of the material terms of those transactions, products and service offerings; the financial
                                statements should include a description of the material rights and obligations of the contracts and your
                                accounting policies for each of them, as distinguished from the analyses you created to support them;
                                and MD&A should identify the critical accounting estimates that underlie the accounting for those
                                transactions and discuss why each critical accounting estimate is subject to uncertainty, how much each
                                estimate and/or assumption has changed over the relevant period, and sensitivity analysis of the reported
                                amount to the methods, assumptions and estimates underlying its calculation.

    United States Securities and Exchange Commission

November 13, 2023

Page 2

RESPONSE:

In response to Staff’s comments, we have amended
our disclosure in the Amendment. Examples of the changes made include the following:

 · The
                                            MD&A disclosures related to revenue recognition policies have been simplified. Information
                                            regarding the application of ASC 606 to our revenue sources has been added to the “Critical
                                            Accounting Policies and Estimates” section of the MD&A as well as both financial
                                            statements. The other disclosures relating to the application of ASC 606 have been removed.
                                            This will allow users to have appropriate context in regard to our revenue recognition policies.

 · The
                                            MD&A Critical Accounting Policies and Estimates revenue recognition section has been
                                            broken up into four sections.

Recurring Revenue

 o ATM
                                            Bitcoin Sales

 o Athena
                                            Plus (OTC) sales

 o White-Label
                                            Service

Ancillary Revenue

    o
    Development of the Chivo Ecosystem

    Each section includes appropriate language related to ASC 606 application, including the revenue
    recognition process, identification of the customer, duration of the contract, promises goods or services, performance obligations,
    nature of the consideration, material right consideration, transaction price and when control is transferred.

    ·
    We do not believe that there are significant estimates,
    outside of the identification of performance obligations, involved in our revenue streams given the nature of our revenue contracts
    and transaction fees.

    ·
    The audited consolidated financial statements and
    unaudited condensed financial statements have more in-depth disclosures regarding the application of ASC 606 to the revenue streams,
    including the revenue recognition process, identification of the customer, duration of the contract, promises goods or services,
    performance obligations, nature of the consideration, material right consideration, transaction price and when control is transferred.

    ·
    The Business Section has been updated to discuss revenue
    for the material streams in a more fulsome manner.

    ·
    We have included more disclosure regarding estimates.
    There are no areas that require a sensitivity analysis given the nature of our critical estimates.

2. As a follow-up to the preceding comment and in order to facilitate our
                                evaluation of your last response and your accounting policies, please revise your financial statement
                                revenue recognition accounting policy note to clearly address the following points for each revenue stream
                                identified in the disaggregated revenue disclosure in Note 3 on page F-18 and in Note 3 on page F-50
                                and for each material product and service offering:

 a who is your customer (or customers) as that term is used in ASC 606;

 b what is the duration of the ASC 606 accounting contract and why;

    United States Securities and Exchange Commission

November 13, 2023

Page 3

 c what are the promised goods or services;

 d what are the Company’s performance obligations;

 e what is the consideration specified in the contract (including whether the consideration
                   is fixed or variable, and if variable, whether it is constrained);

 f what is the ASC 606 transaction price; and

 g when control of the promised good or service transfers to the customers and how revenue
                   is recognized (e.g., at a point in time or over time).

RESPONSE:

We have included discussion for the items identified
above for each revenue stream in the audited consolidated financial statements and the unaudited condensed financial statements (pages
F-1 through F-____ of the Amendment).

Risk Factors

Our failure to safeguard and manage our crypto assets..., page
19

3. We note your disclosure that as of March 31, 2022 you were responsible for safeguarding $286 thousand
                                in crypto assets, all in the form of Bitcoin, for users of your discontinued BitQuick platform. Please
                                revise your disclosure to clarify what you mean by “safeguarding” and to discuss in greater
                                detail your practices for safeguarding these crypto assets. In this regard, please revise your disclosure
                                to clarify whether you are custodying Bitcoin for these users and if you are safeguarding keys for users,
                                as discussed in your response to comment 10. If so, please revise to explain your custodying practices
                                and how you safeguard the keys.

RESPONSE:

In response to the Staff's comments, please note that
the Company does not act as a custodian for any crypto assets.

For Bitcoin ATM Sales and Athena Plus, we hold title
to the private key until the transaction is complete. At that point, the customer obtains the crypto asset through the crypto asset's
blockchain.

For the white-label service, the wallet and crypto assets
that are connected to the ATM is the property of the government of El Salvador.

Please also note that Bitquick is currently an immaterial
revenue stream which was discontinued in 2021. We believe that the liability and revenue for Bitquick is immaterial. We have removed
references to Bitquick in the Amendment.

4. We note your response to comment 15 in which you disclose that you assume
                                the risk of loss for funds used in the operation of the Chivo branded ATMs while those funds are in transit
                                and that you do not believe that you are safeguarding in relation to your activities for the government
                                of El Salvador. Please revise your disclosure to identify the specific funds that you assume the risk
                                of loss for while those funds are in transit, provide greater details regarding your role and responsibilities,
                                including what you mean by “in transit,” and tell us how you have determined that you are
                                not custodying those assets. Please also revise your disclosure to identify the cash logistics companies
                                that you have contracted with and explain their role(s) in greater detail.

    United States Securities and Exchange Commission

November 13, 2023

Page 4

RESPONSE:

In response to the Staff’s comments, please note
that the Company is responsible for loading and unloading cash from the ATMs. One of the contractual requirements governing the white-label
service is that any cash logistics company utilized to perform this service must be insured.

The Company utilizes a third-party licensed and insured
cash logistics company to securely transfer these funds, complying with the contractual requirements. Any losses of cash in-transit
will be compensated by the cash logistics insurance company. However, as noted in the contracts, the Company has risk of loss until the
cash is in an account controlled by the government of El Salvador.

The Company meets the definition of a custodian given
the legal risk of loss remains with the Company in the contracts that govern the relationship between the Company and the government
of El Salvador. Therefore, we will adjust our financials by recording cash and an offsetting liability for cash in-transit. We will also
identify the cash logistics companies utilized by the Company.

Please note that there are circumstances where the Company
is responsible for crypto assets in transit, per the terms of the applicable service agreement. However, given the inherent nature of
crypto assets, this is governed by the respective crypto asset’s blockchain. Blockchains typically transmit crypto assets in less
than an hour, resulting in no material balances being in-transit as of each reporting date. The Company is not liable for sending the
incorrect amount or using the wrong address. The El Salvadoran government is liable for any incorrect amounts sent and the users of the
ATM are responsible if they transmit the crypto assets to the wrong crypto address.

Management's Discussion and Analysis of Financial Condition
and Results of Operations Revenue Recognition for the Sale of IP to Government of El Salvador, page 40

5. We continue to evaluate response 6 and your accounting for the sale
                                or license of IP to the government of El Salvador. We note that the disclosure on page 6 of your filing
                                identifies what appear to be a number of promises that you appear to have made in your contract with
                                the government of El Salvador, including, but not limited to those listed below, however the material
                                terms of this contract are not disclosed in your financial statement footnotes discussing the contract
                                (see pages F-19 and F-51) and your accounting for this contract is not clearly evident from your revenue
                                recognition accounting policy in Note 3 to your interim and annual financial statements. For example,
                                it remains unclear whether this is an all-inclusive list of the promised goods and services you agreed
                                to provide; what some of the descriptions below mean, (e.g. “subsequent improvements”); what
                                constitutes the ASC 606 contract (e.g., whether legal contracts are required to be combined for purpose
                                of the determining the ASC 606 accounting contract); what the ASC 606 performance obligations are and
                                why; what the ASC 606 transaction price is and how you allocated it to the performance obligations; and
                                the pattern of recognition for each performance obligation. Please revise your financial statement footnotes
                                to disclose the promised goods and services in this contract and your accounting for the contract. Please
                                provide us your accounting analysis.

 a installing and operating ATMs;

 b installing POS terminals;

 c maintaining the existing software infrastructure supporting the operation of the
                   ATMs;

 d hardware maintenance of the ATMs;

 e cash logistics;

 f customer support;

 g develop and maintain a Bitcoin platform (Chivo Ecosystem) to support the Chivo digital
                   wallet;

 h provide the software for the Chivo digital wallet, comprising both the software that
                   runs on mobile smartphones and the software that runs on servers, with the functionality described on page 6;

 i deliver “subsequent improvements;”

 j assist the government’s secondary provider; and

 k “[p]arts of the contract related to data retention security, analysis and reporting
                   remain in effect as of the time of this prospectus.”

    United States Securities and Exchange Commission

November 13, 2023

Page 5

RESPONSE:

In response to Staffs comments, please note that the
contracts that the Company has entered into with the government of El Salvador represent obligations for multiple revenue sources. These
revenue sources have separate promises, as defined in the contracts and are related to separate performance obligations. The discussion
in the MD&A and Financial Statements have been updated to reflect the promises, how we determined performance obligations and the
other aspects of ASC 606 that you refer t

United States securities and exchange commission logo
August 17, 2022
Eric Gravengaard
Chief Executive Officer
Athena Bitcoin Global
1332 N. Halsted St. Suite 403
Chicago, IL 60642
Re:Athena Bitcoin Global
Amendment No. 3 to Registration Statement on Form S-1
Filed June 24, 2022
File No. 333-262629
Dear Mr. Gravengaard:
            We have reviewed your amended registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply 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 these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our June 3, 2022 letter.
Amendment No. 3 to Registration Statement on Form S-1
General
1.We note that beginning on page 40 the Company includes accounting analyses that we
requested for the purpose of facilitating our evaluation of the Company’s disclosure and
not for the purpose of inclusion in your filing. See for example June 24, 2022 response 10
and May 16, 2022 response 8. We note that those analyses may not be suited to exposition
in the Form S-1 in the manner undertaken.  For example, one or more of those discussions
appears to be incomplete in its analysis and in its articulation of the rights and obligations
of the parties to the transactions to which the discussions apply.  We also note that some
of the discussions use accounting terms incorrectly (e.g., performance obligation) and its
placement in MD&A appears to lack the appropriate context necessary to understand the

 FirstName LastNameEric Gravengaard
 Comapany NameAthena Bitcoin Global
 August 17, 2022 Page 2
 FirstName LastNameEric Gravengaard
Athena Bitcoin Global
August 17, 2022
Page 2
discussion.  Please consider making substantial revision to your Form S-1 to include
appropriate, fulsome disclosure in an appropriate context.  For example, the business
section should include for each material type of transaction, product, or service offering,
including those identified in Note 3 on pages F-18 and F-50, disclosure of the material
terms of those transactions, products and service offerings; the financial statements should
include a description of the material rights and obligations of the contracts and your
accounting policies for each of them, as distinguished from the analyses you created to
support them; and MD&A should identify the critical accounting estimates that underlie
the accounting for those transactions and discuss why each critical accounting estimate is
subject to uncertainty, how much each estimate and/or assumption has changed over the
relevant period, and sensitivity analysis of the reported amount to the methods,
assumptions and estimates underlying its calculation.
2.As a follow-up to the preceding comment and in order to facilitate our evaluation of your
last response and your accounting policies, please revise your financial statement revenue
recognition accounting policy note to clearly address the following points for each
revenue stream identified in the disaggregated revenue disclosure in Note 3 on page F-18
and in Note 3 on page F-50 and for each material product and service offering:
•who is your customer (or customers) as that term is used in ASC 606;
•what is the duration of the ASC 606 accounting contract and why;
•what are the promised goods or services;
•what are the Company’s performance obligations;
•what is the consideration specified in the contract (including whether the
consideration is fixed or variable, and if variable, whether it is constrained);
•what is the ASC 606 transaction price; and
•when control of the promised good or service transfers to the customers and how
revenue is recognized (e.g., at a point in time or over time).
Risk Factors
Our failure to safeguard and manage our crypto assets..., page 19
3.We note your disclosure that as of March 31, 2022 you were responsible for safeguarding
$286 thousand in crypto assets, all in the form of Bitcoin, for users of your discontinued
BitQuick platform.  Please revise your disclosure to clarify what you mean by
“safeguarding” and to discuss in greater detail your practices for safeguarding these crypto
assets.  In this regard, please revise your disclosure to clarify whether you are custodying
Bitcoin for these users and if you are safeguarding keys for users, as discussed in your
response to comment 10.  If so, please revise to explain your custodying practices and
how you safeguard the keys.
4.We note your response to comment 15 in which you disclose that you assume the risk of
loss for funds used in the operation of the Chivo branded ATMs while those funds are in
transit and that you do not believe that you are safeguarding in relation to your activities
for the government of El Salvador.  Please revise your disclosure to identify the specific
funds that you assume the risk of loss for while those funds are in transit, provide greater

 FirstName LastNameEric Gravengaard
 Comapany NameAthena Bitcoin Global
 August 17, 2022 Page 3
 FirstName LastNameEric Gravengaard
Athena Bitcoin Global
August 17, 2022
Page 3
details regarding your role and responsibilities, including what you mean by “in transit,”
and tell us how you have determined that you are not custodying those assets. Please also
revise your disclosure to identify the cash logistics companies that you have contracted
with and explain their role(s) in greater detail.
Management's Discussion and Analysis of Financial Condition and Results of Operations
Revenue Recognition for the Sale of IP to Government of El Salvador, page 40
5.We continue to evaluate response 6 and your accounting for the sale or license of IP to the
government of El Salvador.  We note that the disclosure on page 6 of your filing identifies
what appear to be a number of promises that you appear to have made in your contract
with the government of El Salvador, including, but not limited to those listed below,
however the material terms of this contract are not disclosed in your financial statement
footnotes discussing the contract (see pages F-19 and F-51) and your accounting for this
contract is not clearly evident from your revenue recognition accounting policy in Note 3
to your interim and annual financial statements.  For example, it remains unclear whether
this is an all-inclusive list of the promised goods and services you agreed to provide; what
some of the descriptions below mean, (e.g. “subsequent improvements”); what constitutes
the ASC 606 contract (e.g., whether legal contracts are required to be combined for
purpose of the determining the ASC 606 accounting contract); what the ASC 606
performance obligations are and why; what the ASC 606 transaction price is and how you
allocated it to the performance obligations; and the pattern of recognition for each
performance obligation. Please revise your financial statement footnotes to disclose the
promised goods and services in this contract and your accounting for the contract. Please
provide us your accounting analysis.
•installing and operating ATMs;
•installing POS terminals;
•maintaining the existing software infrastructure supporting the operation of the
ATMs;
•hardware maintenance of the ATMs;
•cash logistics;
•customer support;
•develop and maintain a Bitcoin platform (Chivo Ecosystem) to support the Chivo
digital wallet;
•provide the software for the Chivo digital wallet, comprising both the software that
runs on mobile smartphones and the software that runs on servers, with the
functionality described on page 6;
•deliver “subsequent improvements;”
•assist the government’s secondary provider; and
•“[p]arts of the contract related to data retention security, analysis and reporting
remain in effect as of the time of this prospectus.”
6.We note the payment terms as outlined in the MSA, for services performed for the
government of El Salvador. In addition to the above comment, tell us how you established

 FirstName LastNameEric Gravengaard
 Comapany NameAthena Bitcoin Global
 August 17, 2022 Page 4
 FirstName LastName
Eric Gravengaard
Athena Bitcoin Global
August 17, 2022
Page 4
and evaluated collectability for each performance obligation in the MSA at the onset of
the contract and then subsequently for incremental services performance after December
15, 2021, considering the lack of timely payment received and the government's decision
to discontinue using the Company's software on December 15, 2021.
7.As a follow-up to response 6, please revise your disclosure to clarify the relationship
between your material rights and obligations under your contract with the government of
El Salvador and the XPay negotiation.  If your contract with the government of El
Salvador obligates you to transfer to the government of El Salvador assets acquired from
XPay if and when that acquisition is completed, tell us how the contract describes that
obligation and to what extent it is limited to your XPay negotiation.  Similarly, please
reconcile for us the statement on page 40 that the Company has satisfied its obligations to
the government of El Salvador and the related statement that the accounting for such
contract is pending the closing of the XPay acquisition.
8.As a follow-up to response 6, please reconcile for us your assertion on page 40 that you
have granted to the government of El Salvador a right of access, but you will recognize
revenue from that contract at a point in time.
9.Please also tell us what you mean in response 6 when you say “in consideration for our
previous payments of $1,595,000 in the aggregate to the owners of XPay (see Note 15 on
page F-29 of our financial statements) we had and continue to have the legal right to
transfer the ownership of such intellectual property to the government of El Salvador.”
For example, describe which intellectual property you are referring to, whether you are
asserting that you acquired an asset from XPay owners for $1.6 million and, if so, explain
what is the nature of the asset.
10.We note the discussion on page 88 about the letter of intent related to the XPay
transaction. More clearly articulate in your disclosure the status of these negotiations, why
the terms are nonbinding, the range of possible outcomes, what you are acquiring (e.g., in
at least one place your disclosure says the transaction is the acquisition of XPay), whether
you have issued common shares, whether you have received management services, and
the relationship of this transaction to your contract to sell IP to the government of El
Salvador.
11.For the XPay transaction, tell us the analysis you did to conclude that Rule 3-05 financial
statements and Article 11 pro forma financial information are not required.  Update your
disclosure in Note 15 on page F-29 and Note 15 on page F-60 to clarify the accounting
elements of the transaction.  Tell us how you determined those accounting elements (e.g.,
asset acquisition, business combination, executory contract for services that will result in
compensation expense, etc.).

 FirstName LastNameEric Gravengaard
 Comapany NameAthena Bitcoin Global
 August 17, 2022 Page 5
 FirstName LastName
Eric Gravengaard
Athena Bitcoin Global
August 17, 2022
Page 5
Revenue Recognition for the Sale of Digital Assets
Sale of Digital Assets via ATMs, page 46
12.We note on page 46 your disclosure, “The transfer of ownership and control over Digital
Assets is done using the protocol of the Blockchain Network and happens at the precise
moment in time when a blockchain transaction transferring that ownership and control is
broadcast on the peer-to-peer network between nodes.”  Please revise your accounting
policy note in your interim and annual financial statements to clarify if this is the point in
time when you recognize revenue from sales of digital assets via Athena ATMs and via
phone, which you describe as over-the-counter revenue.
Sale of Digital Assets via Phone, page 47
13.In regard to the sale of digital assets via phone, we note the disclosure under
“Accounting” on page 48 stating that the order of Step 1 and Step 2 could be reversed but
that such reversal would not impact the accounting treatment. In situations where step 2
occurs first, please clarify if the Company records a liability in the amount of the funds
received until the transaction and transfer occurs and clarify the nature of the liability, if
so.  In addition, tell us how you account for any changes in digital asset pricing during the
transactional process from the time the customer order is confirmed, funds are received
and subsequent use of the proceeds by the Company to purchase the digital assets.
Sale of Crypto Asset via White Labeled ATMs, page 49
14.As it relates to the Company’s ASC 606 evaluation, please address the following:
•the Company has identified performance obligations (a) through (f), however, the
information included in (a) through (c) do not actually represent any obligation of the
Company.  Similar disclosure is subsequently made on page 51 referring to the
completion of performance obligations (b) and (f);
•the Company’s citation of ASC 606-10-32-32 in the allocation of the transaction
price appears to be inconsistent with the subsequent conclusion to rely upon the
stated amounts.  Clarify for us how the Company determined the ASC 606
transaction price;
•in regard to disclosure throughout the filing that white-label services also includes
revenue generated from POS terminals and licensing of software, revise the financial
statements notes to disclose the rights and obligations of the arrangements for each
POS terminals and licensing of software along with your revenue recognition policy.
For your licensing of software, clarify exactly what is being licensed and the nature
of the arrangement;
•as it relates to the arrangement with the government of El Salvador for use of the
white-label ATMs, clarify what you mean when you disclose that the “Company
must install White-Labeled ATMs at the locations determined by the Service Client.”
For example, tell us whose ATMs you are installing and whether you are selling or
leasing the ATMs to the government of El Salvador.   Provide us with your

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 Comapany NameAthena Bitcoin Global
 August 17, 2022 Page 6
 FirstName LastNameEric Gravengaard
Athena Bitcoin Global
August 17, 2022
Page 6
supporting accounting analysis of whether the arrangement represents a lease  in the
scope of ASC 842;
•your disclosure in step 5 discusses revenue sources related to “Athena ATMs,” clarify
how these revenue sources relate to your white-label services; and
•in regard to your disclosure that fees recognized through revenue for the white-label
services are recognized over time, clarify specifically which fees this disclosure
relates to and why.  If any white-label fees are recognized at a point in time, then
revise to clarify.
15.In order to help us continue to evaluate your response to comment 9 and your assertion
that you are an agent in the sale of crypto assets through white-label ATMs and POS
Terminals, please provide clarity on the points below and consider the need for revised
disclosure.
•identify for us who the Company considers to be their customer, or customers under
ASC 606;
•tell us what the nature of your promise is.  Your statements on page 49 that the
“Company must operate the White-Labeled ATMs including keeping them stocked,
online, and ready to function” and the “Company must deliver a Digital Asset to the
address specified by the ATM user immediately after the funds are inserted” appear
to suggest that

CORRESP
1
filename1.htm

Athena Bitcoin Global

1332 N. Halsted St. Suite 403

Chicago, Illinois 60642

June 24, 2022

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:
    Marc Thomas, Staff Accountant (202) 551-3452

    Robert Klein, Staff Accountant (202) 551-3847

    David Lin, Staff Attorney (202) 551-3552

    J. Nolan McWilliams at (202) 551-3217

    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

    File No. 333-262629

Dear Mr. Lin:

Athena Bitcoin Global (the
“Company”) confirms receipt of the letter dated June 3, 2022, 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. 3 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. 2 to Registration Statement on Form S-1

Cover Page

    1.
    You state that your common stock is quoted on the OTC Pink and that the selling shareholders may offer and sell their shares at prevailing market prices or privately negotiated prices. The OTC Pink market is not an established public trading market, therefore, you may not rely on Instruction 2 to Item 501(b)(3) of Regulation S-K. Please disclose the fixed price at which the selling stockholders will offer and sell shares until your shares are listed on a national securities exchange or quoted on the OTC Bulletin Board, OTCQX, or OTCQB, at which time they may be sold at prevailing market prices. Make conforming revisions throughout the prospectus.

United States Securities and Exchange Commission

June 24, 2022

Page 2

RESPONSE:

In response to Staff’s comments, we have amended our disclosure on the Cover Page of the Amendment
as follows:

Until such time as our common stock
is quoted on the over-the-counter bulletin board ("OTCBB"), or the OTCQX, or the OTCQB or listed on any national securities
exchange or automated interdealer quotation system, the shares covered by this prospectus will be sold by the Selling Shareholders from
time to time at a fixed price of $0.325 per share, representing the average of the high and low prices as reported on the OTC Pink on
June 23, 2022. If and when our common stock is regularly quoted on the over-the-counter bulletin board ("OTCBB"), or the OTCQX,
or the OTCQB or listed on any national securities exchange or automated interdealer quotation system, the Selling Shareholders may sell
their respective shares of common stock, from time to time, at prevailing market prices or in privately negotiated transactions.

We have also included such disclosure on page
14 (“Offering”), and we have amended our disclosure on page 116 (“Plan of Distribution”) of the Amendment to
read as follows:

The Selling Shareholders may, from
time to time, sell any or all of the shares of our common stock covered by this prospectus at a fixed price of $0.325 per share, representing
the average of the high and low prices as reported on the OTC Markets on June 23, 2022. If and when our common stock is regularly quoted
on the over-the-counter bulletin board ("OTCBB"), or the OTCQX, or the OTCQB or listed on any national securities exchange or
automated interdealer quotation system, the Selling Shareholders may sell all or a portion of their respective shares of common stock
covered by this prospectus from time to time at prevailing market prices at the time of sale, at varying prices or at negotiated prices.

Prospectus Summary, page 1

    2.
    Please prominently disclose your net losses for the most recent audited fiscal year end and highlight the auditor's explanatory paragraph regarding your ability to continue as a going concern. Please also add related risk factor disclosure.

RESPONSE:

In response to Staff’s comment, we have amended our disclosure on the Cover Page of the Amendment as
follows:

The Company had a net loss of $3,644,000
in the twelve months ended December 31, 2021, and our auditor has expressed substantial doubt about our ability to continue as a going
concern. See Note 1 to our audited financial statements and “Risk Factors” on page 15 of this prospectus.

And on page 9 of the Amendment:

Going Concern

Our auditor expressed substantial
doubt about our ability to continue as a going concern in its audit report dated March 31, 2022. As discussed in Note 1 to our audited
financial statements, the Company has suffered significant operating losses ($3,644,000) in the fiscal year ended December 31, 2021.
Even though the Company operated at a profit for prior quarters, it has not operated at a profitable level year-to-date. These conditions
and events create an uncertainty about the ability of the Company to continue as a going concern for the next twelve months. The Company
has not been able to generate sufficient cash from operating activities to fund its ongoing operations and current liabilities. There
is no guarantee that the Company will be able to generate enough revenue and/or raise capital to support its operations. The financial
statements do not include any adjustments that might be necessary should the Company be unable to continue as a going concern. The ultimate
impact of these matters to the Company and its consolidated financial condition is presently unknown. See also “Risk Factors”
on page 15 of this prospectus.

United States Securities and Exchange Commission

June 24, 2022

Page 3

And on page 15 of the Amendment:

The Company's auditors have issued
a going concern opinion that the Company may not be able to continue without generating sufficient cash to fund its operations.

Our auditors and management have
concluded that there is substantial doubt about our ability to continue as a going concern. The accompanying audited consolidated financial
statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that
might be necessary should the Company be unable to continue as a going concern. The Company had net loss of $3,644,000 in fiscal year
ended December 31, 2021 and needs to generate sufficient cash from operating activities to fund its ongoing operations and current liabilities.
There can be no assurances that we will ever be able to achieve a level of revenues adequate to generate sufficient cash flow from operations
or obtain additional financing through private placements, public offerings and/or bank financing necessary to support our working capital
requirements. Additional equity financing is anticipated to take the form of one or more private placements to accredited investors under
exemptions from the registration requirements of the Securities Act of 1933 or a subsequent public offering. However, there are no current
agreements or understandings with regard to the form, time or amount of such financing and there is no assurance that any of this financing
can be obtained or that the Company can continue as a going concern. To the extent that funds generated from any private placements,
public offerings and/or bank financing are insufficient, we will have to raise additional working capital and no assurance can be given
that additional financing will be available, or if available, will be on acceptable terms. These conditions raise substantial doubt about
our ability to continue as a going concern. If adequate working capital is not available, we may be forced to discontinue operations,
which may cause investors to lose their entire investment.

We are a global business, page 6

    3.
    We note your reference
    and inclusion of the Master Service Agreement and related Addendums (collectively the “MSA”), which are filed as Exhibits
    10.24 to 10.27 to the Form S-1. We also note your related discussion of the various services, rights, obligations and terms under
    the MSA throughout the filing. Such terms include $2,666,800 charges for installation of the white label machines, the sale of the
    POS terminals, the monthly maintenance, the monthly software maintenance and the service fees, which have been billed to the El Salvador
    Government during fiscal 2021, as well as the initial advance fee of $3.5M, as well as software development costs. Please reconcile
    these various services being offered and provided, as referenced in your responses and disclosures, to the actual sections, terms
    and language in the MSA.

RESPONSE:

We have the updated our disclosure on page
6 and 7 of the Amendment in response to the Staff’s comment above and included the following change to page 8 to reconcile
services offered and provided to the actual sections, terms and language in the MSA.

United States Securities and Exchange Commission

June 24, 2022

Page 4

    Specific Nature of Services
    Contract 51/2021 (Installation and Maintenance of Chivo ATMs)
    Contract 56/2021 (Development of Chivo Wallet, alternative version of SA1)

    Service Addendum 1

    (Phase 1: Service Fees for Chivo Ecosystem)

    Service Addendum 1

    (Phase 2: Service Fees USA Based Activities)

    Service Addendum 2 (Importation, setup, and distribution of POS terminals)
    Totals

    Term
    July 30, 2021 - July 30, 2024
    August 20, 2021 - December 31, 2021
    August 15, 2021 – December 31, 2021
    September 7, 2021- December 31, 2022
    August 20 - September 7, 2021

    Exhibit

    10.25, Sec 2 par 3

    10.27, Sec 5.2

    10.26 Sec I & 10.27, 5.1
    10.27, 5.1
     10.27, 5.2

    10.27, SA 2 Sec

    3 line item 1

    Contract Status
    Completed
    Completed
    Completed
     Completed
    Completed

    Cash Received as of   December 31, 2021(1)
    $
    800,000
    $
    3,500,000(3)
    $
    88,000
    $
    –
    $
    360,000
    $
    4,748,000

    Unbilled Amounts
    $
    –
    $
    500,000(4)
    $
    –
    $
    –
    $
    –
    $
    500,000

    Income Statement Items:

    Revenue for 12 months ended December 31, 2021
    $
    1,685,000
    $
    –
    $
    584,000
    $
    38,000
    $
    360,000
    $
    2,667,000

    Revenue for three months ended March 31, 2022
    $
    1,044,000
    $
    –
    $
    –
    $
    9,000
    $
    –
    $
    1,053,000

    Balance Sheet Items: (2)

    Accounts Receivable as of December 31, 2021
    $
    885,000
    $
    –
    $
    496,000
    $
    38,000
    $
    –
    $
    1,419,000

    Accounts Receivable as of March 31, 2022
    $
    1,929,000
    $
    –
    $
    496,000
    $
    47,000
    $
    –
    $
    2,472,000

    Revenue Recognition
    Completed
    Pending(5)
    Completed
    Completed
    Completed

 (1) There was no additional collection of accounts receivable for the
                                            three months ending March 31, 2022.

 (2) None of the amounts billed and recorded as accounts receivable as
                                            of March 31, 2022 and December 31, 2021 was disputed by the government of El Salvador.

 (3) The Company presented invoice to the
                                            government of El Salvador pursuant to the terms of Contract 56/2021 for the initial payment
                                            of $2,000,000 on August 26 2021. The Company partially billed the government of El Salvador
                                            for the second payment schedule as outlined in Section 2 on October 21, 2021 for $1,500,000.
                                            This amount was as verbally agreed by the parties against the milestone completed for that
                                            period and the remaining balance of the contract will be billed separately (see note 4 below).
                                            The total amount received was recognized as Advances for revenue contracts in the Consolidated
                                            Balance Sheets of the periods ending December 31, 2021 and March 31, 2022.

 (4) On of June 9, 2022, the Company presented
                                            to the government of El Salvador a billing for the remaining portion the original contract
                                            net of IVA.

 (5) Upon receipt, the remaining contract
                                            amount the Company will record it as additional Advances for revenue contracts and will be
                                            properly recognized as Revenue per ASC 606 guidelines.

United States Securities and Exchange Commission

June 24, 2022

Page 5

We are a global business, page 6

    4.
    Please indicate if the
    MSA included in Exhibit 10.24 is the official legally enforceable signed agreement given the disclosure in sub-note 4 in Service
    Addendum I, in regard to the definition of IVA as well IVA4. Further, indicate who signed the MSA agreement for the “Republic
    Entity” and indicate why there is no effective date of the Service Addendum.

RESPONSE:

In response to Staff’s comments, we
confirm that the MSA included in Exhibit 10.24 and the Service Addendums included in Exhibit 10.27 are the official legally enforceable
signed agreements. Alejandro Zelaya, the Minister of Finance, of the government of El Salvador was the signatory for the Republic Entity.
In accordance with section 1.2 (iii) of the MSA, it was the parties’ understanding that the effective dates for the Service Addendums
1 and 2 would be the same as the effective date of the Master Services Agreement—August 20, 2021. All three agreements were signed
contemporaneously.

Risk Factors, page 12

    5.
    Please add a risk factor describing the risks if restricted securities are resold without registration or an available exemption. We note your disclosure in Note 25 to the Consolidated Financial Statements.

RESPONSE:

In
response to Staff’s comments, we have amended our disclosure on page 33 of the Amendment:

The Company and its Common Stock
may be negatively affected if any of the Company’s restricted securities are resold without registration or an available exemption
from registration requirements under the Securities Act.

On March 17, 2022, the Company learned
that one million shares of its restricted common stock owned by an existing shareholder was transferred by its transfer agent to another
party. Such shares were subsequently deposited by a new holder into Depository Trust Company (see Note 25 of the Company’s audited
financial statements), and some portion of said shares (approximately 50%) has been sold on the trading market. Our stock certificates
representing restricted shares of common stock carry a legend that states that such shares “have not been registered under the
Securities Act of 1933, and may not be sold, transferred, or otherwise disposed unless, in the opinion of counsel satisfactory to the
issuer, the transfer qualifies for an exemption from or exemption to the registration provisions thereof.” The transfer took place
without the Company’s knowledge, approval or required authorization. The Company has 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 Company took immediate
remedial steps to ensure that the resale of such shares was immediately ceased and prevented in the future, including termination of
its transfer agent), any future sale of restricted and unregistered securitie

United States securities and exchange commission logo
June 3, 2022
Eric Gravengaard
Chief Executive Officer
Athena Bitcoin Global
1332 N. Halsted St. Suite 403
Chicago, IL 60642
Re:Athena Bitcoin Global
Amendment No. 2 to Registration Statement on Form S-1
Filed May 16, 2022
File No. 333-262629
Dear Mr. Gravengaard:
            We have reviewed your amended registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply 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 these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our April 8, 2022 letter.
Amendment No. 2 to Registration Statement on Form S-1
Cover Page
1.You state that your common stock is quoted on the OTC Pink and that the selling
shareholders may offer and sell their shares at prevailing market prices or privately
negotiated prices.  The OTC Pink market is not an established public trading market,
therefore, you may not rely on Instruction 2 to Item 501(b)(3) of Regulation S-K.  Please
disclose the fixed price at which the selling stockholders will offer and sell shares until
your shares are listed on a national securities exchange or quoted on the OTC Bulletin
Board, OTCQX, or OTCQB, at which time they may be sold at prevailing market prices.
Make conforming revisions throughout the prospectus.

 FirstName LastNameEric Gravengaard
 Comapany NameAthena Bitcoin Global
 June 3, 2022 Page 2
 FirstName LastName
Eric Gravengaard
Athena Bitcoin Global
June 3, 2022
Page 2
Prospectus Summary, page 1
2.Please prominently disclose your net losses for the most recent audited fiscal year end
and highlight the auditor's explanatory paragraph regarding your ability to continue as a
going concern.  Please also add related risk factor disclosure.
We are a global business, page 6
3.We note your reference and inclusion of the Master Service Agreement and related
Addendums (collectively the “MSA”), which are filed as Exhibits 10.24 to 10.27 to the
Form S-1.  We also note your related discussion of the various services, rights, obligations
and terms under the MSA throughout the filing.  Such terms include $2,666,800 charges
for installation of the white label machines, the sale of the POS terminals, the monthly
maintenance, the monthly software maintenance and the service fees, which have been
billed to the El Salvador Government during fiscal 2021, as well as the initial advance fee
of $3.5M, as well as software development costs.  Please reconcile these various services
being offered and provided, as referenced in your responses and disclosures, to the actual
sections, terms and language in the MSA.
4.Please indicate if the MSA included in Exhibit 10.24 is the official legally enforceable
signed agreement given the disclosure in sub-note 4 in Service Addendum I, in regard to
the definition of IVA as well IVA4. Further, indicate who signed the MSA agreement for
the “Republic Entity” and indicate why there is no effective date of the Service
Addendum.
Risk Factors, page 12
5.Please add a risk factor describing the risks if restricted securities are resold without
registration or an available exemption.  We note your disclosure in Note 25 to the
Consolidated Financial Statements.
Management's Discussion and Analysis of Financial Condition and Results of Operations
Revenue Recognition for the Sale of IP to Government of El Salvador, page 34
6.As it relates to the intellectual property license rights, please revise to address the
following:
•The basis for the disclosure that the company has satisfied its obligation with the
Government of El Salvador given that the XPay acquisition has not been finalized.
•Address what will be provided to the El Salvador Government upon completion of
the XPay acquisition.
•Address whether any of the $3.5 million in advances received from the El Salvador
Government are refundable for any reason.
•Disclose the amount of intellectual property revenues which have been recorded in
both fiscal 2021 and fiscal 2022 as well as any payment amounts received from the
Government of El Salvador.

 FirstName LastNameEric Gravengaard
 Comapany NameAthena Bitcoin Global
 June 3, 2022 Page 3
 FirstName LastNameEric Gravengaard
Athena Bitcoin Global
June 3, 2022
Page 3
•Indicate if the company has been utilizing the advance proceeds in their operating
activities and for liquidity purposes given the working capital deficit at December 31,
2021.
•Please revise to disclose the amounts owed and payable to Arley Lozano, principal
beneficial owner of Vakano Industries and XPay, upon completion of the transaction,
the sources of funds to be utilized and how these costs will be reflected in the
financial statements.
•Disclose the impact of the Government of El Salvador’s discontinued use of the
Company’s software of operating activities in the country.
Revenue Recognition for the Sale of Digital Assets, page 36
7.Please revise to remove the reference to the PWC ASC 606 Guide and ensure your
disclosures refer to authoritative guidance.
8.We note your response to comment 9 and revised disclosures beginning on page 37.
Please revise your disclosures to address the following:
•Disclose how you considered ASC 350-10-40 in the determination of your
accounting for the derecognition of nonfinancial assets.
•Revise your revenue recognition policy disclosures beginning on page F-10 to
provide more fulsome disclosure of the scoping, authoritative guidance and
application of your various revenue streams.
9.We note your response to comment 8 and revised disclosures beginning on page 40
regarding the sale of crypto assets via white-label services, for which you have concluded
that the Company is acting as an agent and recognize revenue on a net basis.  Please revise
your disclosures and provide us with a more fulsome gross vs. net analysis, citing each of
the specific criteria evaluated.  Ensure your response and analysis explains your
consideration of each of, but not limited to, the following aspects:
•the Company must operate the White-Labeled ATMs including keeping them
stocked, online, and ready to function;
•the Company must deliver a Digital Asset to the address specified by the ATM user
immediately after the funds are inserted;
•the price that the Service Client will sell a Digital Asset is computed by the Company
by taking the then prevalent price of the Digital Asset and applying a markup;
•the Company verifies the authenticity of the funds received by the user;
•the Company has the obligation to purchase Digital Assets, from time to time, at its
discretion to replenish the Digital Asset used in this transaction and other
transactions; and
•the Company assumes some limited amount of price risk between the price set by the
services client in Step 1, and the price at which the Company is able to purchase
replacement amounts of Digital Assets.
In addition, quantify the gross components of the white-label services revenues and
expenses for each reporting period.

 FirstName LastNameEric Gravengaard
 Comapany NameAthena Bitcoin Global
 June 3, 2022 Page 4
 FirstName LastNameEric Gravengaard
Athena Bitcoin Global
June 3, 2022
Page 4
BitQuick, page 42
10.We note your response to comment 13 and revised disclosures beginning on page 42
regarding your BitQuick revenue arrangement, for which you have concluded that the
Company is an agent and recognize revenue on a net basis.  Please revise your disclosures
and provide us with a more fulsome gross vs. net analysis, citing each of the specific
criteria evaluated.  Ensure your response and analysis explains your consideration of each
of, but not limited to, the following aspects:
•Your response indicates that the Company "did have possession of some
cryptographic key information."  Explain, more specifically, what key information
the Company possessed.
•The response indicates that the Company does not take control; however, you also
state that "any control the Company had was incidental."  Reconcile these statements
and explain how you considered it to be incidental.
•Tell us if the Company controlled or had access to the multi-signature wallet where
the digital assets were held.  Tell us if any other parties had control or access over the
wallet.
•Explain how pricing is determined in this arrangement.
•Further explain the relationship between the Company's conclusion to recognize an
asset, in these arrangements, for the digital assets that the Company takes control of
and subsequently delivering those digital assets with the view that the Company is
acting as an agent.
•Quantify the gross components comprising the net revenue from the BitQuick
arrangements for each reporting period.
Future Accounting Treatment, page 43
11.The guidance in Topic 5:FF is required to be applied in the most recent registration
statement amendment applied retrospectively as of the beginning of the most recent
annual period ending before June 15, 2022, provided the filing also includes a subsequent
interim period that also reflects application of this guidance.  Please revise to clearly state
the Company's date of adoption of the SAB and impact from adoption.
12.In regard to the Company's adoption and application of Staff Accounting Bullet No. 121
("SAB 121"), please address the following:
•Quantify the total population of cryptocurrency assets held in custody by either the
Company or on behalf of the Company at each reporting period date.
•Reconcile the total population in the bullet above to where it is currently reflected, if
at all, in the Company's financial statements (e.g., crypto assets held, asset for
safeguarding obligation, etc.).
•Explain how you considered cryptocurrency assets held and safeguarded on behalf of
the El Salvador government, as you disclose on page 57.
•Tell us if the Company holds, or engages other parties to hold on their behalf, any
other cryptocurrency assets for any other customers, third parties, related parties or

 FirstName LastNameEric Gravengaard
 Comapany NameAthena Bitcoin Global
 June 3, 2022 Page 5
 FirstName LastNameEric Gravengaard
Athena Bitcoin Global
June 3, 2022
Page 5
entities that are not included in the consolidated financial statements.
•Consider revising your disclosures to clarify the above items accordingly.
Liquidity and Capital Resources, page 55
13.Please revise to disclose that “operational working capital” is a non-GAAP measure and
reconcile this measure to the most comparable GAAP measure.  Further, address why this
measure is a more accurate reflection of liquidity to facilitate operations and how the
company manages daily obligations.
14.We note that the Company has an outstanding accounts receivable balance of $1,418,800
from the El Salvador Government at December 31, 2021.  We also note that the El
Salvador Government discontinued using the Company’s services on or about December
15, 2021.  Please revise your disclosures to address the following:
•Clarify if any amounts billed by the Company have been disputed or have been offset
based on the information included within Section 5.5 of the MSA.
•Clarify if any amounts are past due and if so, how long past due.
•Disclose how you have evaluated the collectability of the outstanding receivables in
light of their determination to discontinue using the Company's services.
•Quantify the purchases of Bitcoin from and payments made to the El Salvador
Government during the periods presented. In addition, discuss the sources of liquidity
available to perform these activities.
•Disclose if there are any additional amounts owed to the Company by the El Salvador
Government subsequent to their determination to discontinue using the services on
December 15, 2021 that have not been included in the outstanding accounts
receivable at December 31, 2021.
Capital Expenditure Commitments and Off-Balance Sheet Arrangements, page 57
15.We note your disclosure on page 43 stating that the "Company does not, as of the date of
this prospectus, safeguard any digital assets on behalf of users."  However, we also note
your disclosure here stating that the "Company is not a party to any off-balance sheet
transactions except for the safeguarding of certain assets for the government of El
Salvador" and "the Chivo branded ATMs are provided with operating capital including
USD and Bitcoin, over which the Company has responsibilities to safeguard."  Please
address the following:
•Provide us with a reference to the section and language in the MSA that discusses the
Company's safeguarding obligations.
•Explain to us and reconcile how these disclosures are consistent with each other.
•Tell us specifically how you evaluated the impact of the Company's safeguarding
obligations for the government of El Salvador and these Chivo branded ATMs in
your application of SAB 121, including how you considered the regulatory,
technological, and legal risks and loss exposure associated with safeguarding crypto
assets for your users or customers.
•In relation to the above items, quantify the amount of cryptocurrency assets that the

 FirstName LastNameEric Gravengaard
 Comapany NameAthena Bitcoin Global
 June 3, 2022 Page 6
 FirstName LastNameEric Gravengaard
Athena Bitcoin Global
June 3, 2022
Page 6
Company is safeguarding at each reporting period.
•Revise your disclosures to clarify the above points.
Critical Accounting Policies and Estimates
Revenue Recognition, page 58
16.We note your response to comment 16, and disclosures here, stating that the payment
terms on the agreement with the government of El Salvador is net 60.  Please reconcile
these disclosed payment terms (i.e. net 60) to section 5.5 in Exhibit 10.27 of the MSA,
which state that invoiced amounts are due to Company within 30 days.
The Business
Loan from Banco Hipotecario, page 64
17.The disclosures indicate the Company intends to utilize the loan proceeds to expand its
fleet of Bitcoin ATMs and for general corporate purposes. In light of the Government of
El Salvador discontinuing its use of the Company’s software on or about December 15,
2021, please disclose any changes in the disclosed plans for the proceeds and  address the
sources of funds to repay the amounts borrowed given the negative working capital
position and the additional liquidity requirements.
Note 5. Crypto Assets Held, page F-19
18.We note the response to comment 29. Please address the following for each reporting
period presented:
•Provide a thorough description regarding the nature, type, substance and amount of
expenses paid to vendors through the issuance of crypto assets.
•Further explain the Company's conclusion and basis that these are not in the scope of
ASC 845.  Specifically, tell us how you considered the counterparties in these
arrangements to be customers vs. non-customers.
•Provide us with illustrative journal entries for these transactions, identifying the
measurement basis (i.e., fair value, carrying value, etc.) for each component.
•Quantify the amount of gains or losses recognized as part of Other (income)
expense on these transactions.
Note 22. Fees on Borrowings, page F-29
19.Please revise to clarify what the “fees for virtual vault services” represent.
Exhibit Index, page II-3
20.You state that portions of exhibits 10.24, 10.25, 10.26, and 10.27 have been omitted
pursuant to Item 601(b)(10)(iv) of Regulation S-K.  Please indicate by brackets where the
information is omitted from each exhibit and include the legend called for by Item
601(b)(10)(iv).

 FirstName LastNameEric Gravengaard
 Comapany Nam

CORRESP
1
filename1.htm

Athena Bitcoin Global

1332 N. Halsted St. Suite 403

Chicago, Illinois 60642

May 16, 2022

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:
  Marc Thomas, Staff Accountant (202) 551-3452

Robert Klein, Staff Accountant (202) 551-3847

David Lin, Staff Attorney (202) 551-3552

Sandra Hunter Berkheimer, Legal Branch
Chief (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

    File No. 333-262629

Dear Mr. Lin:

Athena Bitcoin Global (the
“Company”) confirms receipt of the letter dated April 8, 2022, 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. 2 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. 1 to Registration Statement on Form S-1

General

 1. We note your disclosure that you “will... develop and maintain a Bitcoin platform (Chivo Ecosystem)
designed to support the Chivo digital wallet” and your disclosure that the government of El Salvador discontinued use of the platform
on or about December 15, 2021. We also note news reports that Chivo users reported a range of problems including identity theft, funds
disappearing from wallets, blocked accounts and unauthorized transactions and that El Salvador enlisted a new crypto software provider
for its Chivo wallet. Please expand your disclosure to describe your historical involvement with the Chivo wallet, your current role with
the Chivo wallet and the reasons for which El Salvador discontinued use of the platform and enlisted a new crypto software provider. Please
also disclose whether El Salvador’s enlistment of a new crypto software provider for its Chivo wallet has impacted your involvement
with Chivo Bitcoin ATMs and Chivo point-of-sale terminals. Please also revise your disclosure to add related risk factor disclosure as
applicable.

RESPONSE:

In response to Staff’s comments, we
acknowledge that there have been news reports of problems experienced by users of the Chivo services. We have expanded our disclosure
on page 6 to acknowledge these problems, adding additional dates and information to the timeline, acknowledging that we have a non-disclosure
agreement with the government of El Salvador, and specifically adding and editing these four paragraphs:

United States Securities and Exchange Commission

May 16, 2022

Page 2

“The Company 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 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 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. For the year ended 2021 the Company
presented to the government of El Salvador/Ministerio de Hacienda invoices amounting to $300,000 for the installation of white label machines,
$1,000,000 for the monthly maintenance of the 200 white label machines in El Salvador, $360,000 for the sale of POS terminals, $584,000
for the monthly software maintenance, $385,000 for the monthly maintenance of the 55 white label machines in the USA and $37,800 for the
service fee for the 55 white label machine transactions. The total amount of $2,666,800 exclusive of VAT was recorded as part of Revenues
in the Consolidated Statement of Operations and Comprehensive Income in our audited financial statements for the fiscal year ended December
31, 2021. As of December 31, 2021, $1,418,800 of these amounts remained outstanding and was recorded as part of Accounts receivable on
the Consolidated Balance Sheets.

In addition to the ATM and POS
portions of the agreements for services, we were also contracted to develop and maintain a Bitcoin platform (Chivo Ecosystem) 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.

The delivery of the software was
initially completed on September 7, 2021. In response to news reports of user problems and government requests for changes, the Company
hired additional technology resources and delivered subsequent improvements continuously throughout the quarter ending December 31, 2021.
The usage of the software we provided and the operation of the Chivo digital wallet was conducted by Chivo S.A. de C.V., a government-controlled
entity. Through the year ended December 31, 2021, the Company booked $3,500,000 as advances for revenue contract and $757,000 as capitalized
software development within other non-current assets, for the costs related to the Chivo Ecosystem in the Consolidated Balance Sheets
of our audited financial statements for the fiscal year ended December 31, 2021. In addition, $700,000 in taxes were recorded as part
of income tax expense in the Consolidated Statement of Operations and Comprehensive Income.

The government of El Salvador discontinued
use of the Company’s software on or about December 15, 2021, but has not terminated its contract with the Company as the Company
assists the government’s secondary provider. At the time the contract for the software was negotiated, the Company was aware that
the government of El Salvador was considering multiple providers and our contract included the option for the government to change providers.
Our non-disclosure agreement with the government of El Salvador prohibits us from discussing the operation of the Chivo digital wallet.
The government of El Salvador did not provide us with the reasons behind their decision. Parts of the contract related to data retention
security, analysis and reporting remain in effect as of the time of this prospectus as do the services related to the operation of the
Chivo branded ATMs and the POS terminals. The expected revenues and associated costs of satisfying those data obligations will be determined
based on ongoing negotiations and requests of the government.

United States Securities and Exchange Commission

May 16, 2022

Page 3

The early termination of the software licensing
and support portion of the agreements we have with the government of El Salvador, which were set to expire on December 31, 2022, has not
impacted our obligations to operate the Chivo branded ATMs or our completed sales of the POS terminals.”

We have also added risk factors on page 18
relating to the negative news, potential problems with the Chivo S.A. de C.V. company, and other related matters, as follows:

“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
a government owned company—Chivo S.A. de C.V, operates the Chivo digital wallet. The government purchased software and related services
from the Company and used such 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 whether 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 the Shares.

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
the Shares.”

United States Securities and Exchange Commission

May 16, 2022

Page 4

 2. We note news reports that you agreed to purchase Texas-based software company ROI Developers Inc., doing
business as Accruvia, in September 2021 and that you entered into an agreement to that effect. To the extent accurate, please revise your
disclosure to provide information regarding this agreement or tell us why you are not required to do so.

RESPONSE:

On September 22, 2021, the Company entered
into a non-binding (with the exception of customary confidentially and no-shop provisions) term sheet agreement (the “Term Sheet”)
with Shaun Overton and ROI Developers, Inc. dba Accruvia (collectively, “ROI Developers”) to purchase 100% of all intellectual
property, service agreements, and all other assets of ROI Developers for an agreed on purchase price. The Term Sheet was subject to the
execution of the definitive agreements and due diligence by both parties, with the projected closing date to be on or about October 22,
2021. Since the transaction did not close as expected, and the parties never signed any definitive agreements for the acquisition of
ROI Developers (nor any employment agreements with Shaun Overton appointing him as an executive officer of the Company), the Company
determined that the term sheet was not a material agreement for which disclosure in the prospectus was required.

Prospectus Summary

Corporate History and Other Information, page
3

 3. We note your response to prior comment 1 and the added organizational chart. Please further revise to
provide a complete organizational chart. For example purposes only, please include your wholly-owned subsidiary Athena Holdings of PR
LLC, incorporated in Puerto Rico, as referenced on page 53.

RESPONSE:

In response to Staff’s comment, we
have updated our organizational chart (shown below) and our list of subsidiaries filed as an Exhibit 21 in the Amendment.

United States Securities and Exchange Commission

May 16, 2022

Page 5

We are a global business, page 6

 4. Please revise to disclose the following as it relates to the Master Service Agreement entered into with
the El Salvador Government:

 · the revenues recorded to date;

 · the costs incurred to date as well the costs expected to be incurred in performing services under the
agreement;

 · the length as well as the current status of the Master Services Agreement with the El Salvador Government;
and

 · indicate if any funds (e.g., the one-time payment of $300,000 for installation) paid under the agreement
are refundable upon contract termination.

RESPONSE:

We have made the following change to our
disclosure on page 6 of the Amendment in response to the Staff’s comment above:

“For the year ended 2021 the
Company presented to the government of El Salvador/Ministerio de Hacienda our invoices amounting to $300,000 for the installation
of white label machines, $1,000,000 for the monthly maintenance of the 200 white label machines in El Salvador, $360,000 for the sale
of POS terminals, $584,000 for the monthly software maintenance, $385,000 for the monthly maintenance of the 55 white label machines in
the USA and $37,800 for the service fee for the 55 white label machine transactions. The total amount of $2,666,800 exclusive of VAT was
recorded as part of Revenues in the Consolidated Statement of Operations and Comprehensive Income in our audited financial statements
for the fiscal year ended December 31, 2021. In Note 3 of the audited financial statements these revenues were also presented (White-label
$2,083,000 and Ancillary $584,000). As of December 31, 2021, $1,418,800 of these amounts remained outstanding and were recorded as part
of Accounts receivable on the Consolidated Balance Sheets.”

Further, we have made the following change
to our disclosure on page 7 of the Amendment, updating the table to reflect both the length of term for all of our agreements with the
government of El Salvador and their current status.

    Services
    Contract Length
    Status

    Contract 51/2021 (Installation and Maintenance of Chivo ATMs)
    July 30, 2021 - July 30, 2024 -
    Ongoing

    Contract 56/2021 (Development of Chivo Wallet, alternative version of SA1)
    August 9, 2021 - December 31, 2021
    Concluded

    Service Addendum 1 (Phase 1: Service Fees for Chivo Ecosystem)
    August 15, 2021 – December 31, 2021
    Concluded

    Service Addendum 1 (Phase 2: Service Fees USA Based Activities)
    September 7, 2021- December 31, 2022
    Ongoing

    Service Addendum 2 (Importation, setup, and distribution of POS terminals)
    August 20 - September 7, 2021
    Concluded

We have added disclosure in this section
stating that none of the funds received under the agreements from the government of El Salvador are refundable upon contract termination.

United States Securities and Exchange Commission

May 16, 2022

Page 6

Risk Factors, page 12

 5. We note your disclosure regarding your crypto asset holding periods which indicates that the company strives
“to keep this period short to reduce the effect of changes in crypto asset/U.S. dollar exchange rates on [your] business and to
minimize [your] working capital.” Please revise your risk factor disclosure to address volatility risk and include a quantitative
and qualitative discussion of the impact of volatility on the company.

RESPONSE:

In response to Staff’s comments, we
have added the following new risk factor addressing the volatility of crypto asset prices on page 12 of the Amendment:

“The prices of Bitcoin and
other crypto assets are volatile.

We generate substantially all our
revenue from the sale of crypto assets

United States securities and exchange commission logo
April 8, 2022
Eric Gravengaard
Chief Executive Officer
Athena Bitcoin Global
1332 N. Halsted St. Suite 403
Chicago, IL 60642
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
File No. 333-262629
Dear Mr. Gravengaard:
            We have reviewed your amended registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply 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 these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our January 10, 2022 letter.
Amendment No. 1 to Registration Statement on Form S-1
General
1.We note your disclosure that you "will…develop and maintain a Bitcoin platform (Chivo
Ecosystem) designed to support the Chivo digital wallet" and your disclosure that the
government of El Salvador discontinued use of the platform on or about December 15,
2021.  We also note news reports that Chivo users reported a range of problems including
identity theft, funds disappearing from wallets, blocked accounts and unauthorized
transactions and that El Salvador enlisted a new crypto software provider for its Chivo
wallet.  Please expand your disclosure to describe your historical involvement with the

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 April 8, 2022 Page 2
 FirstName LastNameEric Gravengaard
Athena Bitcoin Global
April 8, 2022
Page 2
Chivo wallet, your current role with the Chivo wallet and the reasons for which El
Salvador discontinued use of the platform and enlisted a new crypto software provider.
Please also disclose whether El Salvador's enlistment of a new crypto software provider
for its Chivo wallet has impacted your involvement with Chivo Bitcoin ATMs and Chivo
point-of-sale terminals.  Please also revise your disclosure to add related risk factor
disclosure as applicable.
2.We note news reports that you agreed to purchase Texas-based software company ROI
Developers Inc., doing business as Accruvia, in September 2021 and that you entered into
an agreement to that effect.  To the extent accurate, please revise your disclosure to
provide information regarding this agreement or tell us why you are not required to do so.
Prospectus Summary
Corporate History and Other Information, page 3
3.We note your response to prior comment 1 and the added organizational chart.  Please
further revise to provide a complete organizational chart.  For example purposes only,
please include your wholly-owned subsidiary Athena Holdings of PR LLC, incorporated
in Puerto Rico, as referenced on page 53.
We are a global business, page 6
4.Please revise to disclose the following as it relates to the Master Service Agreement
entered into with the El Salvador Government:
•the revenues recorded to date;
•the costs incurred to date as well the costs expected to be incurred in performing
services under the agreement;
•the length as well as the current status of the Master Services Agreement with the El
Salvador Government; and
•indicate if any funds (e.g., the one-time payment of $300,000 for installation) paid
under the agreement are refundable upon contract termination.
Risk Factors, page 12
5.We note your disclosure regarding your crypto asset holding periods which indicates that
the company strives "to keep this period short to reduce the effect of changes in crypto
asset/U.S. dollar exchange rates on [your] business and to minimize [your] working
capital."  Please revise your risk factor disclosure to address volatility risk and include a
quantitative and qualitative discussion of the impact of volatility on the company.
We are subject to an extensive and rapidly evolving regulatory environment..., page 20
6.We note your disclosure under this heading and on pages 31, 51 and 60 that "[a]s of
September 30, 2021, [you] do not anticipate transacting in any other crypto assets except
Bitcoin, Ethereum, Litecoin, and BCH."  Please revise your disclosure to explicitly
indicate the crypto assets in which you transact or will transact on behalf of customers.

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 April 8, 2022 Page 3
 FirstName LastNameEric Gravengaard
Athena Bitcoin Global
April 8, 2022
Page 3
Please also revise to include explicit disclosure in regards to your intentions to transact in
crypto assets other than those identified.  As this information should be current as of the
effective date of the registration statement, please update this disclosure in future
amendments as appropriate.
Management's Discussion and Analysis of Financial Condition and Results of Operations
Overview, page 31
7.We note the response to comment 12. Please revise to disclose that the El Salvador
government controls the private keys in the digital asset ATM transactions.
8.We note the response to comment 12 providing the Company's gross vs. net accounting
considerations.  Please address the following.
•Tell us and revise to disclose greater clarity around the transactional process for the
white label services, including a thorough description of all the rights and obligations
for each party involved in the process.  Include a diagram depicting the transactional
process and parties involved.
•We note your response indicates that Athena does not control the pricing.  Tell us and
revise to disclose how the pricing is determined on the services provided.
Disclose what are the specific pricing and fee terms, as well as when those terms
are established.
•We note your response indicates that Athena does not "inventory" or have ownership
risk.  As part of your response to the first bullet, explain how and when ownership
transfers and who holds possession of the assets during each step of the transactional
process.  For example, if there is a time difference between connecting a buyer and
seller of a crypto asset, tell us who holds that crypto asset and where it resides.
How We Generate Revenue, page 32
9.We note the response to comments 15, 16, and 17, however, it is unclear as to how the
Company has addressed each of the bullet points in the prior comments.  We are re-
issuing those comments requesting the Company provide a specific and detailed response
to each individual bullet point previously issued.
10.We note your disclosure that the OTC desk services are comprised of a single
performance obligation to provide crypto assets after the sale is made.  We also note your
disclosure on page F-18 that customers typically interact with the Company on the phone
and in larger amounts and/or for a less well-known crypto asset.  For sales of less well-
known crypto assets that the Company does not hold or for larger amounts of crypto assets
in excess of the Company's holdings, please describe the transactional process and related
accounting treatment.  For example, tell us if the Company enters into an agreement to sell
those crypto assets and then separately goes out to the market to find and acquire the
crypto assets to be transferred to the customer under the sales agreement.
11.We note the Company's Cryptocurrency Purchase and Sale Agreement with Galaxy
Digital Trading Cayman LLC ("Galaxy") included in Exhibit 10.33 refers to "additional

 FirstName LastNameEric Gravengaard
 Comapany NameAthena Bitcoin Global
 April 8, 2022 Page 4
 FirstName LastNameEric Gravengaard
Athena Bitcoin Global
April 8, 2022
Page 4
settlement payments."  Please revise to address the following.
•Disclose the “additional settlement payments” paid during the periods presented as
well as indicating whether these payments were made in USD or the native currency
of the relevant transactions.
•If the payments were made in digital currency to Galaxy, and if other company
expenses have been paid for in digital currency, disclose how these payment amounts
were determined and reflected in the financial statements as well as the accounting
guidance followed.
•Disclose the amount of cryptocurrency purchases from and sales to Galaxy during the
periods presented.  Also, indicate how sales to Galaxy are reflected in the financial
statements.
Components of Results of Operations, page 36
12.Please revise to disclose the revenues recognized from the sale of equipment (e.g., POS
terminals), the installation of ATMs and the sale of software separately for the periods
presented.
Bitcoin Sales, page 37
13.We note your response to comment 35 from your letter dated August 16, 2021 and
disclosure on page 38 that BitQuick fees are recognized on a net basis.  We also note your
disclosure on page F-22 that crypto assets held includes Bitcoin in possession of the
Company pending delivery to BitQuick customers.  Please address the following.
•Clarify how your disclosure on page F-22 stating that the Company takes possession
of Bitcoin pending delivery is consistent with your response to comment 35 from
your letter dated August 16, 2021, which states that the Company does not take
control of the Bitcoin at any point in time.
•Provide us with a more detailed and robust gross vs. net accounting analysis for this
arrangement, explaining each of the rights and obligations of each party in the
arrangement.  Ensure your analysis discusses the fact that the Company takes
possession of the crypto assets before delivery and reflects these activities in the
financial statements.
•Revise your critical accounting policies disclosures on page 48 and significant
accounting policies on page F-10 to disclose your accounting policy and terms for
this arrangement.
Operating Expenses, page 39
14.We note the disclosure that increased costs associated with expansion into El Salvador
were $618 thousand and that the Company booked expenses related to the Chivo
Ecosystem in the amount of $121 thousand through the period ended September 30, 2021.
Please revise to clarify if the $121 thousand in costs were included in the $618
thousand in costs recorded. Also, please revise to update the current status of the use of
the platform.

 FirstName LastNameEric Gravengaard
 Comapany NameAthena Bitcoin Global
 April 8, 2022 Page 5
 FirstName LastNameEric Gravengaard
Athena Bitcoin Global
April 8, 2022
Page 5
15.We note your response to prior comment 18; however, we do not see where the Company
has disclosed the expected costs to be incurred in order to perform under the agreements
entered into with the government of El Salvador.  Please disclose these expected costs or
tell us where they are disclosed.
Financial Condition, page 44
16.We note your response to comment 19; however, it is unclear as to where the company
has addressed the comment, specifically addressing the nature and payment terms of the
accounts receivable. Please revise to address this information. In addition, address the
performance obligations which also support the timing of the recording of these
receivables.
17.We note your response to comment 20; however, it is unclear as to where the company
has addressed the comment, specifically providing a thorough discussion of the nature and
terms of the “revenue contracts” for which advances were received and have provided the
Company with operating resources and liquidity. Please revise to address this information
along with an accounting analysis supporting your treatment.
Liquidity and Capital Resources, page 45
18.We note your disclosure that on average, the Company holds 3 to 5 days of anticipated
sales of Bitcoin and 7 to 10 days of anticipated sales of Ethereum, Litecoin, and BCH
holdings.  We also note that it currently takes anywhere from 3 to 7 days from the time the
cash is picked up from the machines to be credited to your account.  Please address the
following.
•Revise your disclosures to provide a more robust discussion of the working capital
requirements needed to enter into the required buying and selling of crypto asset
inventories to support the customer requested order fulfillment activities received
through both ATM and phone transactions.
•Quantify the amount of cash held in machines during the periods presented.
Cash Flow from operating activities, page 47
19.Please revise to address the nature of the transactions which resulted in the “gain on sale
of crypto assets” during the periods presented. Also, address how these amounts were
determined and where they have been reflected in the financial statements.
Critical Accounting Policies
Revenue Recognition, page 49
20.In regard to the recognition of revenues from white label operations in El Salvador, please
revise to address the following.
•Disclose the payment terms of the agreement with the El Salvadoran government.
•Disclose the point in time when the company recognizes the operating fee revenues
under the agreement.

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 April 8, 2022 Page 6
 FirstName LastNameEric Gravengaard
Athena Bitcoin Global
April 8, 2022
Page 6
•Explain how the “net” amounts recorded as revenue are determined.
21.Please revise to provide an accounting policy, citing reference to authoritative literature in
U.S. GAAP, which addresses the revenue recognition for IP Software sales.
The Business
Expansion of Business Operations in El Salvador
Business Operations, page 61
22.We note your response to comment 24; however, it is unclear as to where the comment
has been addressed. Please revise to disclose the amount of the one-time installation fee
for operating the 200 Bitcoin ATMs and developing and maintaining the Chivo
Ecosystem. In addition, disclose the expected recurring monthly service and maintenance
fees to be received for these services and the contractual periods over which these
revenues will be recognized.
Letter of Intent with Vakano Industries, page 62
23.Please revise to disclose when the XPay acquisition is anticipated to be finalized.
Legal Proceedings, page 67
24.We note news reports that ROI Developers, Inc., doing business as Accruvia, has filed suit
against you in the U.S. District Court for the Northern District of Texas.  We also note
news reports that you have filed suit against a former executive, among others, in Illinois
state court.  Please provide the disclosure required by Item 103 of Regulation S-K or tell
us why you are not required to do so.
Executive Compensation, page 79
25.Please update your executive compensation disclosure to reflect data for your last
completed fiscal year. Please refer to Item 402 of Regulation S-K and Regulation S-K
Compliance and Disclosure Interpretation Question 117.05.
Selling Shareholders, page 85
26.We note your response to prior comment 28.  Please revise your disclosure to address the
following points:
•We are unable to locate your revised disclosure explaining the basis for your
statement that "[t]o our knowledge, none of the Selling Shareholders is a registered
broker-dealer or an affiliate of a broker-dealer with the exception of [Michael Savini
and Michael Fleishman]."  Please revise your prospectus to disclose the basis of your
knowledge as it applies to all the selling shareholders, including, without
limitation, Messrs. Savini and Fleishman (e.g., whether you received representations
regarding broker-dealer affiliations from each of the Selling Shareholders).
•Please revise your disclosure to identify Messrs. Savini and Fleishman as

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 FirstName LastNameEric Gravengaard
Athena Bitcoin Global

CORRESP
1
filename1.htm

Athena Bitcoin Global

1332 N. Halsted St. Suite 403

Chicago, IL 60642

February 10, 2022

VIA EDGAR and FACSIMILE

United States Securities and Exchange Commission

Division of Corporation Finance

Office of Technology

100 F. Street, N.W.

Mail Stop 6010/3561

Washington, DC 20549

    Attention:
    Marc Thomas, Staff Accountant (202) 551-3452

    Robert Klein, Staff Accountant (202) 551-3847 I

    David Lin, Staff Attorney (202) 551-3552

    Sandra Hunter Berkheimer, Legal Branch Chief (202) 551-3758

    RE:
    Athena Bitcoin Global

    Amendment No. 2 to Draft Registration Statement on Form S-1 Submitted December 3, 2021

    CIK No. 0001095146

Dear Mr. Lin:

Athena Bitcoin Global (the “Company”)
confirms receipt of the letter dated January 10, 2022, from the staff (the “Staff”) of the Securities and Exchange
Commission (the “Commission”) with respect to the above-referenced filing. We are responding to the Staff’s comments
as set forth below. The Staff’s comments are set forth below, followed by the Company’s response in bold:

Amendment No. 2 to Draft Registration Statement
on Form S-1

Prospectus Summary, page 1

1. Please provide an organizational chart outlining your corporate structure and illustrating the relationships
of the various entities discussed throughout the filing. This chart also should illustrate the states or countries of incorporation of
the various legal entities and various affiliations that exist.

RESPONSE: The Company has included
an organizational chart outlining its corporate structure in response to the Staff’s comment above in Amendment No. 3 to the Registration
Statement (the “Amendment”).

2. We note your disclosure that you entered into agreements with the Department of Treasury of El Salvador
to install and operate 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 revise to disclose whether all of these ATMs have been installed and are currently being
operated by you or provide an anticipated timeline for installation and operation. In addition, please expand your disclosure to describe
your ongoing operating responsibilities with respect to these ATMs.

RESPONSE: The Company has expanded
its disclosure within the Amendment in response to the Staff’s comment.

3. We note your disclosure that pursuant to your agreements with the Department of Treasury of El Salvador
you will develop and maintain a Bitcoin platform, which you refer to as the "Chivo Ecosystem," which is designed to support
the Chivo digital wallet. Please expand your disclosure to provide greater details about this platform, the specific services that will
be offered by the platform and describe your contractual responsibilities going forward with respect to the platform. In addition, please
disclose the development status of this platform including the anticipated time to completion. Please disclose anticipated costs associated
with developing this platform and whether you or the Department of Treasury of El Salvador will be responsible for such expenses. Please
also clarify who will own and control the platform.

RESPONSE: The Company has expanded
its disclosures in the Amendment to address each of the items set forth in the Staff’s comments above.

Athena Bitcoin Global

1332 N. Halsted St. Suite 403

Chicago, IL 60642

Page 2

4. With respect to your agreements with the Department of Treasury to distribute 950 Chivo point-of-sale
terminals for local businesses in El Salvador to process transactions with Bitcoin, please revise to clarify whether all 950 Chivo point-of-sale
terminals have been distributed and, if not, disclose the anticipated timeline for distribution. In addition, please describe any ongoing
obligations that you will have with respect to these point-of- sale terminals, if any.

RESPONSE: The Company has expanded
its disclosure in the Amendment to clarify in response to the Staff’s comment.

5. Please revise your disclosure to specify the contract length for each of the specific services you are
rendering to the Department of Treasury of El Salvador.

RESPONSE: The Company has specified
the contract length for each of the specific services it is rendering to El Salvador in response to the Staff’s comment.

6. We note your disclosure that you will sell intellectual property in software to the Department of Treasury
of El Salvador. Please revise your disclosure in your Summary section to provide greater details regarding the intellectual property that
you will sell.

RESPONSE: The Company has expanded
its disclosure in the Summary section and throughout the Amendment to provide more details regarding the intellectual property in software
that it will sell to El Salvador in response to the Staff’s comment.

 7. We note your disclosure on page 58 that you began marketing your services under the brand "Athena
Ruru." Please revise your Summary disclosure to clarify whether all of your offered services are provided under the brand "Athena
Ruru."

RESPONSE: The Company has revised
the Amendment to make it clear which services it has begun marketing under the brand “Athena Ruru” in response to the Staff’s
comment.

8. For your white label service, which is comprised of maintaining ATMs and point-of-sale terminals to facilitate
the exchange of digital assets for cash, and vice versa, by your customers with their counterparties, please provide more specificity
regarding your ongoing obligations for your white label service. Please disclose whether the white label ATMs transact in digital assets
that differ from the digital assets that Athena's ATMs or your OTC desk transact in.

RESPONSE: The Company’s only
current white label customer is the government of El Salvador, which operates in only US Dollars and Bitcoin. The Company may offer future
white-label customers services which we define as “white-label services,” whose needs may differ from those of the government
of El Salvador. However, we have no agreements to do so at this time and we have disclosed the same in the prospectus.

Company Summary, page 2

9. We note that your response to comment 2 provides a breakdown of the volume of ATM transactions processed
by the Company in recent periods. Please revise to disclose this information in your prospectus.

RESPONSE: The Company has included
the breakdown of the volume of ATM transactions processed by the Company in recent periods in the Amendment in response to Staff’s
comment.

Athena Bitcoin Global

1332 N. Halsted St. Suite 403

Chicago, IL 60642

Page 3

Summary Consolidated Financial Data, page 8

 10. Please revise to include interim period financial information for the periods presented.

RESPONSE: The Company has revised
to include the interim period financial information for the periods presented in the Amendment.

Risk Factors, page 10

11. We note your revisions to your risk factor disclosure in response to comment 4. As your risk factor disclosure
appears to omit Ankr and Monero from the list of digital assets that you have facilitated transactions in, please revise to update or
tell us why you have not included transactions for these digital assets in your disclosure.

RESPONSE: The Company has revised
to include reference to Ankr and Monero in its Risk Factor disclosure.

Management’s Discussion and Analysis
of Financial Condition and Results of Operations Overview, page 31

 12. We note that the Company recognizes revenue on a net basis for white label services. Please address the
following:

 • Tell us and revise to explain how the company recognizes revenues on a net basis and related costs from
ATMs and point-of sale (POS) terminals operated on behalf of customers. As part of your response, provide illustrative journal entries.

 • Provide us with your ASC 606 gross vs. net accounting analysis, supporting the Company's conclusion to
recognize on a net basis.

 • Disclose where these ATMs and POS terminals are located.

 • Tell us if there are any other arrangements, other than your white label services, that involve the use
of third parties for the sale of cryptocurrency and if so, how you have evaluated those on a gross vs. net basis.

RESPONSE: The Company has revised
its disclosures in the Amendment where the ATM and POS terminals are located.

With respect to our analysis to
support our conclusion to recognize on a net basis is as follows:

Principal
versus agent criteria under ASC 606-10-55-37 focuses on “Control”, i.e., whether an entity controls goods or services before
they are transferred to the customer (rather than the “risks and rewards” approach under ASC 605).

An
entity first assesses control and then looks to three indicators to validate the conclusions, unlike ASC 605 whereby the evaluation of
principal versus agent is an assessment of the eight indicators included in the legacy guidance.

ASC
606 indicators of control include the following.

 1. The entity is primarily responsible for fulfilling the promise to provide
the specified good or service.

 2. The entity has inventory risk before the specified good or service has
been transferred to a customer or after transfer of control to the customer (e.g., if the customer has a right of return).

Athena Bitcoin Global

1332 N. Halsted St. Suite 403

Chicago, IL 60642

Page 4

 3. The entity has discretion in establishing the price for the specified
good or service. Establishing the price that the customer pays for the specified good or service may indicate that the entity has the
ability to direct the use of that good or service and obtain substantially all of the remaining benefits. However, an agent can have discretion
in establishing prices in some cases

We consider Athena, the agent,
as it does not control pricing on the services provided, it operates on the backend with ATMs and with the wallet owned by the Ministerio
de Hacienda, and it does not possess “inventory” (i.e., ownership) risk as money distributed does not belong to the Company
(belongs to Ministerio de Hacienda in the case of Chivo ATMs).

With respect to our “other
arrangements,” we do not have any arrangements, other than white label services, that involve the use of third parties for the sales
of cryptocurrency. We do purchase and utilize services of third party vendors to maintain and operate our equipment as disclosed in the
Amendment.

Please find illustrative journal
entries below:

On accrual of fee from customer
(period revenue)

    Accounts Receivable
    DR

    [monthly fee]

    Service Revenue

    CR
    [monthly fee]

Cash removed by the Company
or its agent on behalf of the customer

    Cash at Bank
    DR

    [amount of cash removed from the ATM]

    Other current liabilities

    CR
    [amount of cash removed from the ATM]

Cash remitted to the customer
by the Company

    Other current liabilities
    DR

    [amount of money remitted to the customer]

    Cash at Bank

    CR
    [amount of money remitted to the customer]

The Company does not recognize
any amounts for the sales’ value or cost of crypto sold. It does not have visibility to cost of acquisition of the crypto held by
the customer for sale.

13. We note the disclosure indicates the Company does not control the service and is not responsible for fulfilling
the exchange contract or establishing pricing at these ATMs and POS terminals. Please explain and describe who controls the service and
is responsible for executing and fulfilling these transactions. In addition, tell us the Company's rights and performance obligations
under the terms of the arrangement.

RESPONSE: The Company has revised
its disclosure to describe that the government of El Salvador controls the service and is responsible for executing and fulfilling such
transactions.

The Company has described its rights
and obligations under the terms of the arrangement in the Amendment in response to the Staff’s comment above.

14. Please revise to explain the nature and terms of the agreement for the planned sale of intellectual property
in software to the Department of Treasury of El Salvador which is expected to be completed by December 31, 2021. Also, address the accounting,
under ASC 606, for the recognition of revenue under the agreement indicating the basis for recognizing the one-time fee upfront. Explain
the performance obligations under the agreements in specific detail as it relates to the installation, operation and maintenance of the
equipment; the development and maintenance of the software and Bitcoin platforms as well as the support of the GOES branded digital wallet.

RESPONSE: The Company has updated
its disclosures in the Amendment to address the items in Staff’s comment above.

Athena Bitcoin Global

1332 N. Halsted St. Suite 403

Chicago, IL 60642

Page 5

How We Generate Revenue, page 32

 15. For each of your revenue streams, please tell us and revise to provide a more fulsome explanation of the
transactional process for both your ATM crypto asset sales and purchase activities. For example, identify the transactional activities
and parties involved during each step of the process relating from the initial acquisition until they are sold to the customer and/or
transferred to another presumably third party custodian. For each step, identify the following:

 • the party that maintains ownership and control of the cryptocurrency;

 • when ownership or control is determined to have transferred;

 • the sourcing of the cryptocurrency (i.e., directly from the Company or from a third party for your white
label services);

 • use or reliance on third parties at any stage of the process;

 • whether the Company actively acquires cryptocurrency from other third parties and takes control of the
asset in cases where the Company does not hold sufficient amount of cryptocurrency on hand;

 • whether the Company acts as a custodian or holds any digital asset off balance sheet at any point in the
processes;

 • provide us with illustrative journal entries for each step of the process; and

 • to the extent that there are agreements covering the terms of the purchase, sale or potential custody
with third parties, file those agreements as exhibits.

RESPONSE: The Company has updated
its disclosures in the Amendment to address items in the Staff’s comment above, as well as attached as exhibits purchase agreements
regarding the items in Staff’s comment above.

 16. For transactions in which the Company acquires the crypto asset from the customer in an ATM or POS transaction,
please revise the disclosures to address the following:

 • Explain how the crypto asset is transferred and at what point in time, to the Company from the customer.

 • Explain at what value the crypto asset is recorded by the Company, indicating if a markup or markdown
is included in the recorded value.

 • Indicate if the crypto asset acquired is included with other digital assets owned by the Company and whether
the asset is subject to the same impairment accounting policy before being resold to another customer.

RESPONSE: The Company has revised
its disclosures in the Amendment to address each of Staff’s items above.

17. We note your response to comment 11 explaining that crypto assets purchased from customers are held as
inventory and the cost of purchasing those assets are recorded as cost of sales. Please address the following:

Athena Bitcoin Global

1332 N. Halsted St. Suite 403

Chicago, IL 60642

Page 6

 • Clarify whether the crypto assets purchased are classified as inventory or as an indefinite-intangible
asset consistent with your policy on page F-12.

 • Tell us the amount at which the crypto assets held are included on your balance sheet. For example, tell
us whether the amount is reflective of the markdown price or the current value.

 • Provide us with illustrative journal entries showing the transaction process and how they are recorded
as cost of sa

United States securities and exchange commission logo
January 10, 2022
Eric Gravengaard
Chief Executive Officer
Athena Bitcoin Global
1332 N. Halsted St. Suite 403
Chicago, IL 60642
Re:Athena Bitcoin Global
Amendment No. 2 to
Draft Registration Statement on Form S-1
Submitted December 3, 2021
CIK No. 0001095146
Dear Mr. Gravengaard:
            We have reviewed your amended draft registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Amendment No. 2 to Draft Registration Statement on Form S-1
Prospectus Summary, page 1
1.Please provide an organizational chart outlining your corporate structure and illustrating
the relationships of the various entities discussed throughout the filing.  This chart also
should illustrate the states or countries of incorporation of the various legal entities and
various affiliations that exist.
2.We note your disclosure that you entered into agreements with the Department of
Treasury of El Salvador to install and operate 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

 FirstName LastNameEric Gravengaard
 Comapany NameAthena Bitcoin Global
 January 10, 2022 Page 2
 FirstName LastNameEric Gravengaard
Athena Bitcoin Global
January 10, 2022
Page 2
other U.S. locations.  Please revise to disclose whether all of these ATMs have been
installed and are currently being operated by you or provide an anticipated timeline for
installation and operation.  In addition, please expand your disclosure to describe your
ongoing operating responsibilities with respect to these ATMs.
3.We note your disclosure that pursuant to your agreements with the Department of
Treasury of El Salvador you will develop and maintain a Bitcoin platform, which you
refer to as the "Chivo Ecosystem," which is designed to support the Chivo digital wallet.
Please expand your disclosure to provide greater details about this platform, the specific
services that will be offered by the platform and describe your contractual responsibilities
going forward with respect to the platform.  In addition, please disclose the development
status of this platform including the anticipated time to completion.  Please disclose
anticipated costs associated with developing this platform and whether you or the
Department of Treasury of El Salvador will be responsible for such expenses.  Please also
clarify who will own and control the platform.
4.With respect to your agreements with the Department of Treasury to distribute 950 Chivo
point-of-sale terminals for local businesses in El Salvador to process transactions with
Bitcoin, please revise to clarify whether all 950 Chivo point-of-sale terminals have been
distributed and, if not, disclose the anticipated timeline for distribution.  In addition,
please describe any ongoing obligations that you will have with respect to these point-of-
sale terminals, if any.
5.Please revise your disclosure to specify the contract length for each of the specific
services you are rendering to the Department of Treasury of El Salvador.
6.We note your disclosure that you will sell intellectual property in software to the
Department of Treasury of El Salvador.  Please revise your disclosure in your Summary
section to provide greater details regarding the intellectual property that you will sell.
7.We note your disclosure on page 58 that you began marketing your services under the
brand "Athena Ruru."  Please revise your Summary disclosure to clarify whether all of
your offered services are provided under the brand "Athena Ruru."
8.For your white label service, which is comprised of maintaining ATMs and point-of-sale
terminals to facilitate the exchange of digital assets for cash, and vice versa, by your
customers with their counterparties, please provide more specificity regarding your
ongoing obligations for your white label service.  Please disclose whether the white label
ATMs transact in digital assets that differ from the digital assets that Athena's ATMs or
your OTC desk transact in.
Company Summary, page 2
9.We note that your response to comment 2 provides a breakdown of the volume of ATM
transactions processed by the Company in recent periods.  Please revise to disclose this
information in your prospectus.

 FirstName LastNameEric Gravengaard
 Comapany NameAthena Bitcoin Global
 January 10, 2022 Page 3
 FirstName LastNameEric Gravengaard
Athena Bitcoin Global
January 10, 2022
Page 3
Summary Consolidated Financial Data, page 8
10.Please revise to include interim period financial information for the periods presented.
Risk Factors, page 10
11.We note your revisions to your risk factor disclosure in response to comment 4.  As your
risk factor disclosure appears to omit Ankr and Monero from the list of digital assets that
you have facilitated transactions in, please revise to update or tell us why you have not
included transactions for these digital assets in your disclosure.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
Overview, page 31
12.We note that the Company recognizes revenue on a net basis for white label services.
Please address the following:
•Tell us and revise to explain how the company recognizes revenues on a net basis and
related costs from ATMs and point-of sale (POS) terminals operated on behalf of
customers.  As part of your response, provide illustrative journal entries.
•Provide us with your ASC 606 gross vs. net accounting analysis, supporting the
Company's conclusion to recognize on a net basis.
•Disclose where these ATMs and POS terminals are located.
•Tell us if there are any other arrangements, other than your white label services, that
involve the use of third parties for the sale of cryptocurrency and if so, how you have
evaluated those on a gross vs. net basis.
13.We note the disclosure indicates the Company does not control the service and is not
responsible for fulfilling the exchange contract or establishing pricing at these ATMs and
POS terminals.  Please explain and describe who controls the service and is responsible
for executing and fulfilling these transactions.  In addition, tell us the Company's rights
and performance obligations under the terms of the arrangement.
14.Please revise to explain the nature and terms of the agreement for the planned sale of
intellectual property in software to the Department of Treasury of El Salvador which is
expected to be completed by December 31, 2021. Also, address the accounting, under
ASC 606, for the recognition of revenue under the agreement indicating the basis for
recognizing the one-time fee upfront. Explain the performance obligations under the
agreements in specific detail as it relates to the installation, operation and maintenance of
the equipment; the development and maintenance of the software and Bitcoin platforms as
well as the support of the GOES branded digital wallet.
How We Generate Revenue, page 32
15.For each of your revenue streams, please tell us and revise to provide a more fulsome
explanation of the transactional process for both your ATM crypto asset sales and
purchase activities.  For example, identify the transactional activities and parties involved

 FirstName LastNameEric Gravengaard
 Comapany NameAthena Bitcoin Global
 January 10, 2022 Page 4
 FirstName LastName
Eric Gravengaard
Athena Bitcoin Global
January 10, 2022
Page 4
during each step of the process relating from the initial acquisition until they are sold to
the customer and/or transferred to another presumably third party custodian.  For each
step, identify the following:
•the party that maintains ownership and control of the cryptocurrency;
•when ownership or control is determined to have transferred;
•the sourcing of the cryptocurrency (i.e., directly from the Company or from a third
party for your white label services);
•use or reliance on third parties at any stage of the process;
•whether the Company actively acquires cryptocurrency from other third parties and
takes control of the asset in cases where the Company does not hold sufficient
amount of cryptocurrency on hand;
•whether the Company acts as a custodian or holds any digital asset off balance sheet
at any point in the processes;
•provide us with illustrative journal entries for each step of the process; and
•to the extent that there are agreements covering the terms of the purchase, sale or
potential custody with third parties, file those agreements as exhibits.
16.For transactions in which the Company acquires the crypto asset from the customer in an
ATM or POS transaction, please revise the disclosures to address the following:
•Explain how the crypto asset is transferred and at what point in time, to the Company
from the customer.
•Explain at what value the crypto asset is recorded by the Company, indicating if a
markup or markdown is included in the recorded value.
•Indicate if the crypto asset acquired is included with other digital assets owned by the
Company and whether the asset is subject to the same impairment accounting policy
before being resold to another customer.
17.We note your response to comment 11 explaining that crypto assets purchased from
customers are held as inventory and the cost of purchasing those assets are recorded as
cost of sales.  Please address the following:
•Clarify whether the crypto assets purchased are classified as inventory or as an
indefinite-intangible asset consistent with your policy on page F-12.
•Tell us the amount at which the crypto assets held are included on your balance
sheet.  For example, tell us whether the amount is reflective of the markdown price or
the current value.
•Provide us with illustrative journal entries showing the transaction process and how
they are recorded as cost of sales.
•Tell us whether any portion of this transaction is reflected in revenue.
Operating Expenses, page 37
18.Please revise to disclose the expected costs to be incurred in order to perform under the
agreements entered into with the government of El Salvador.

 FirstName LastNameEric Gravengaard
 Comapany NameAthena Bitcoin Global
 January 10, 2022 Page 5
 FirstName LastName
Eric Gravengaard
Athena Bitcoin Global
January 10, 2022
Page 5
Financial Condition, page 42
19.Please revise to provide a discussion addressing the nature and payment terms of the
accounts receivable and the reasons for the increase at September 30. 2021. Also, indicate
if any payments were made on the accounts receivable after September 30, 2021.
20.Please revise to provide a specific and thorough discussion of the nature, terms, and
parties to the “revenue contracts” for which advances were received and have provided the
Company with operating resources and liquidity.
Liquidity and Capital Resources, page 43
21.We note your response to comment 14; however, it is unclear as to where the Company
has addressed the comment in its entirety. Please revise to provide a clear and concise
discussion of the working capital requirements needed to enter into the Company’s
required buying and selling of crypto asset inventories to support the customer requested
order fulfillment activities received through both ATM and phone transactions.
22.Please address how the Company monitors the real time notification and activities of
customer requests for the purchases and sales of crypto assets and how this equates to the
Company’s buying and selling activities in order to maintain sufficient inventory of crypto
assets on hand to meet customer demand. Also, address whether the Company has ever
not had sufficient crypto assets in inventory, in order execute customer transactions, and if
not, the steps taken to perform execution.
Loan Agreement with the Company's Director and Shareholder, page 44
23.Please revise to disclose the amount outstanding under the borrowing restructuring
agreement with Mr. Komaransky.
The Business
Expansion of Business Operations in El Salvador
Business Operations, page 57
24.Please revise to disclose the amount of the one-time installation fee for operating the 200
Bitcoin ATMs and developing and maintaining the Chivo Ecosystem.  In addition,
disclose the expected recurring monthly service and maintenance fees to be received for
these services and the contractual periods over which these revenues will be recognized.
Contracts with government of El Salvador
Loan from Banco Hipotecario, page 58
25.Please revise to disclose how the expected loan proceeds will be utilized.
Letter of Intent with Vakano Industries, page 58
26.We note your disclosure that you have entered into a letter of intent for the purchase and

 FirstName LastNameEric Gravengaard
 Comapany NameAthena Bitcoin Global
 January 10, 2022 Page 6
 FirstName LastNameEric Gravengaard
Athena Bitcoin Global
January 10, 2022
Page 6
sale of certain assets of XPay.  Please revise your disclosure to describe with greater
specificity the assets that you intend to acquire pursuant to this agreement.  In addition, we
note your disclosure that the purchase price is comprised of $3 million in cash and the
issuance of 270 million of the Company's shares of common stock which are subject to
vesting over a three-year period based on consulting services to be provided by Mr.
Lozano.  Please revise to provide greater details regarding this purchase price.  Please
provide an approximate dollar value of the 270 million shares and explain the terms of
vesting over a three-year period, including describing the consulting services that will be
provided by Mr. Lozano.  To the extent you have an agreement with Mr. Lozano
regarding consulting services, please refer to Item 601 of Regulation S-K and file it as an
exhibit.
Certain Relationships and Related Party Transactions
Company's Transactions with Mr. Weinhaus, page 79
27.We note your revised disclosure in response to comment 26 that the Company terminated
its oral agreement with Advisory Fx LLC as of October 15, 2021.  However, we note that
you have not disclosed the terms of such agreement and any related transactions that
occurred prior to October 15, 2021.  Please provide all disclosure required by Item 404 of
Regulation S-K and the time periods in Instruction 2 to Item 404(d).  Additionally, it
appears that this agreement could constitute an oral contract that would be required to be
filed pursuant to Item 601(b)(10) of Regulation S-K if the underlying contract were in
writing. Therefore, please either provide a written description of the agreement and file it
as an exhibit to the registration statement or tell us why you are not required to do so. See
Question 146.04 of the Regulation S-K Compliance and Disclosure Interpretations for
guidance.
Selling Shareholders, page 81
28.We note your revised disclosure on page 84 in response to comment 27 that to your
knowledge, none of the Selling Shareholders is a registered broker-dealer or an affiliate of
a broker-dealer, with the exception of Michael Savini and Michael Fleishman, both of
whom you have identified as registered brokers.  Please revise to address the following:
•Please explain the basis for your knowledge (e.g., whether you received
representations regarding broker-dealer affiliations from each of the Selling
Shareholders).
•Please note that a registration statement registering the resale of shares being offered
by a broke

United States securities and exchange commission logo
October 8, 2021
Eric Gravengaard
Chief Executive Officer
Athena Bitcoin Global
1332 N. Halsted St. Suite 403
Chicago, IL 60642
Re:Athena Bitcoin Global
Amendment No. 1 to
Draft Registration Statement on Form S-1
Submitted August 16, 2021
CIK No. 0001095146
Dear Mr. Gravengaard:
            We have reviewed your amended draft registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Amendment No. 1 to Draft Registration Statement on Form S-1
Prospectus Summary
Company Summary, page 2
1.We note your disclosure on page 3 that, on average, you sell your holdings of Bitcoin
within three to five days of buying it.  Please revise your disclosure to clarify how long
you hold the other digital assets in which you transact.
2.We note your disclosure that you have processed over 500,000 transactions in your
six years of operations.  Please revise to provide more specific disclosure regarding the
volume of transactions that you have processed, broken out by period and by digital asset.

 FirstName LastNameEric Gravengaard
 Comapany NameAthena Bitcoin Global
 October 8, 2021 Page 2
 FirstName LastNameEric Gravengaard
Athena Bitcoin Global
October 8, 2021
Page 2
The Birth of Bitcoin ATMs, page 4
3.We note your revised disclosure on page 4 that "Athena Bitcoin ATMs, both one-way and
two-way, serve clients with the following Crypto Assets: Bitcoin, Ethereum, Litecoin, and
BCH."  Please further revise to provide quantified disclosure, as applicable, regarding the
exchanges services and types of digital assets handled by your Bitcoin ATMs,
as previously requested in comment 2.
Risk Factors, page 10
4.We note your added risk factor on page 17, "A particular crypto asset’s status as a
'security' in any relevant jurisdiction is subject to a high degree of uncertainty..."  Under
an appropriately captioned heading, please revise your risk factor disclosure to identify
and discuss specific regulatory risks related to your operations if a digital asset that you
transact in is determined to be a security.
5.Noting your disclosure on page 49 that you do not have any insurance policies that cover
the crypto assets held in your wallets, please revise to add related risk factor disclosure.
Capitalization, page 27
6.We note the response to comment 8. Please revise to disclose how the employee loan
receivable amount was determined as a result of the entering into of the non-recourse loan
agreement.  In addition, revise your disclosures to explain why there was an increase in
cash and a decrease in the loan to employees receivable amount in the amount of $144
thousand, including how the pro-rata repayment of the loan is calculated.
7.Please revise to disclose how the increases in the number of common stock shares,
additional paid in capital and accumulated deficit were determined.  For example, revise
to include a footnote corresponding to each line item showing a calculation and
reconciliation to the adjustment reflected in the pro forma information.
Management's Discussion and Analysis of Financial Condition and Results of Operations, page
28
8.We note your response to comment 10. Please revise to provide a specific and thorough
discussion of the statements of financial position, addressing the changes in the individual
components and the reasons for these changes therein, for each balance sheet period
presented.
9.We note your disclosure that you operate an OTC desk for private clients and trade
customers, through which you buy and sell other crypto assets, including "Tether, Ankr,
and others."  As previously requested in comment 1, please revise to disclose all of
the digital assets that you buy, sell or hold.  In particular, your revised disclosure
should disclose all of the digital assets included in the "others" category.  In addition,
please tell us whether you have any plans to transact in any additional digital assets in the

 FirstName LastNameEric Gravengaard
 Comapany NameAthena Bitcoin Global
 October 8, 2021 Page 3
 FirstName LastName
Eric Gravengaard
Athena Bitcoin Global
October 8, 2021
Page 3
future, either for sale or purchase through your ATMs or through your OTC desk.
How We Generate Revenue, page 28
10.We note your disclosures regarding the Company's policies for providing a mark-up.
Please tell us and revise your disclosures to clarify the following:
•Tell us the average mark-up by crypto asset for each period.
•Tell us if the Company applies the same mark-up for their wholesale crypto sales, or
if it is different from the retail sales.
•Tell us if the Company sells some crypto assets at a loss due to price volatility
exceeding the amount of the mark-up.  To the extent that this has occurred, tell us
your consideration of recognizing an impairment charge prior to the sale occurring.
11.We note that the Company provides services whereby customers can sell their crypto
assets to the Company through an ATM in exchange for a cash withdrawal.  As it relates
to this service offering, please address the following:
•Disclose the number of ATMs which offer the customer the ability to withdraw cash.
•Indicate the fiat currency 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.
•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.
Operating Expenses, page 32
12.We note the loss of the 29 bitcoin had a purchase price of $1.6M and a market value of
$1.7M. Given that the loss of the bitcoin represents an obligation of the company to repay
the borrowed crypto asset, please address the following:
•Tell us how you are accounting for the loss for both initial and subsequent
measurement.  As part of your response, cite the relevant accounting authoritative
literature the Company is applying.
•Considering your disclosure that the amount of the 29 Bitcoin was already accounted
for as the Company’s borrowing and shown as a liability, tell us and disclose
the amount of the loss, if any, recognized in your financial statements as a result of
this breach.
•In addition, tell us the financial statement line item and amount where the above
referenced liability is recognized.
•Tell us how the company plans to fulfill this obligation given the continued changes
in the fair value of the intangible asset.

 FirstName LastNameEric Gravengaard
 Comapany NameAthena Bitcoin Global
 October 8, 2021 Page 4
 FirstName LastName
Eric Gravengaard
Athena Bitcoin Global
October 8, 2021
Page 4
Revenues, page 32
13.We note your discussion of changes in revenue, cost of revenue and gross profit.  Please
revise to provide a more detailed discussion, including quantifiable factors, for each of the
crypto asset type purchases and sale activities for each of the periods presented and how it
correlates to the change in revenue, cost of revenues and gross profit.  To the extent that
there are any known or identifiable trends in specific crypto asset type purchase or sale
activities, disclose the trend information.
14.Please revise to provide a clear and concise discussion of the working capital requirements
needed to enter into the company’s required buying and selling of crypto asset inventories
to support the customer requested order fulfillment activities received through both ATM
and phone transactions. Your discussion should also clarify and address your accounting
under ASC 606 indicating whether you are the principal or the agent in the described
transactions and indicate whether the purchases and sales of crypto assets are reflected
gross or net on both the balance sheet and the income statement.
15.We note the level of revenues recognized through the “wholesale – private, client and
trade” has historically been significant in each of the fiscal and interim periods, thus
please revise to provide separate discussions of your retail and wholesale revenue
generating business line when discussing the components of revenues on page 29.
16.Please revise to address your accounting as well as to disclose the fair value gains or
losses recognized, if any, on the crypto assets purchased and held prior to these assets
being sold, by type, for each period presented.  As part of your response, provide specific
references to authoritative literature applied in your accounting treatment.
17.Please revise to expand your discussion to address how the changes in the prices of the
crypto assets purchased and sold impacted the revenues, the cost of revenues and the
associated gross profit recognized. Revise to include quantifiable information addressing
the price of these crypto assets (e.g. average prices), as well as quantity sold and
purchased of each type of crypto asset, between the periods presented.
Loss (gain) on crypto asset borrowings, page 34
18.As it relates to the crypto asset borrowings with the company’s director and principal
shareholder, please revise to address the following:
•the terms of the transactions;
•whether there have been extensions or modifications to the terms;
•how the respective fair values at each respective reporting date have been
determined;
•whether the loss of the Bitcoin was related to the borrowings; and
•when and how the Bitcoin will be acquired and repaid in light of the current working
capital needs of the Company.

 FirstName LastNameEric Gravengaard
 Comapany NameAthena Bitcoin Global
 October 8, 2021 Page 5
 FirstName LastName
Eric Gravengaard
Athena Bitcoin Global
October 8, 2021
Page 5
Interest and fees on crypto asset borrowings, page 37
19.Please revise to address how fees on crypto asset borrowings were determined during
fiscal 2019 and 2020 disclosing the principal balance on the borrowings used in the
determination of the respective fees.
Liquidity and Capital Resources, page 37
20.We note your response to comment 13, however, please revise to address how the
company plans to remediate the working capital deficit in both the near and long term.
The staff also notes the company has no retained earnings.
21.Please revise to more clearly explain if the weekly payments of $35,000 are to be made in
cash or define what is meant by the term “equivalent bitcoin.”
22.Please revise to disclose the status of the loan agreement entered into on August 22, 2018
with Mr. Komaransky and address the nature and terms of the agreement and any
extensions entered into during the term.
The Business
ATM Operations, page 49
23.We note your response to comment 32 regarding your oral agreement with Genesis Coin.
Please revise to disclose the material terms of your oral agreement.  Additionally, it
appears that this agreement could constitute an oral contract that would be required to be
filed pursuant to Item 601(b)(10) of Regulation S-K if the underlying contract were in
writing.  Therefore, please either provide a written description of the agreement and file it
as an exhibit to the registration statement or tell us why you are not required to do so. See
Question 146.04 of the Regulation S-K Compliance and Disclosure Interpretations for
guidance.
Peer-to-Peer Exchange Services via BitQuick.co, page 50
24.Please revise to disclose the material terms of any escrow agreements pursuant to which
the Company holds Bitcoin, as referenced in your disclosure.  Also please file the same as
an exhibit to the registration statement or tell us why you are not required to do so.  Refer
to Item 601(b) of Regulation S-K.
Executive Compensation
Employment Contracts, Termination of Employment, page 67
25.Please revise this section to add a cross-reference to your disclosure on page 70 regarding
the agreement(s) pursuant to which the Company engages Mr. Weinhaus’ services as the
President of the Company.

 FirstName LastNameEric Gravengaard
 Comapany NameAthena Bitcoin Global
 October 8, 2021 Page 6
 FirstName LastName
Eric Gravengaard
Athena Bitcoin Global
October 8, 2021
Page 6
Certain Relationships and Related Party Transactions
Company's Agreement with Mr. Weinhaus, page 70
26.Please revise to disclose the material terms of any agreements or arrangements among the
Company, Advisory Fx LLC, Control NEW MLSS LLC and/or Mr. Weinhaus pursuant to
which the Company engages Mr. Weinhaus’ services as the President of the Company, as
referenced in your disclosure.  Also please file the same as exhibits to the registration
statement pursuant to Item 601(b)(10) of Regulation S-K or tell us why you are not
required to do so.
Selling Shareholders, page 72
27.We note your response to comment 44, which indicates that one of your selling
shareholders is a registered broker.  Please tell us in your next response letter the identity
of such selling shareholder.  Also please advise why such selling shareholder is not an
underwriter or revise to reflect such classification.
Note 1. Nature of Business and Summary of Significant Accounting Policies
Crypto Assets Held, page F-11
28.Please tell us the accounting literature followed when making the determination that the
indefinite-lived intangible assets would be derecognized on a first-in, first-out
("FIFO") basis.  In addition, tell us any alternative methodologies that the Company
considered and why they believe FIFO is a more appropriate measurement methodology.
Note 6. Derivatives, page F-17
29.We note your response to comment 48. As it relates to crypto asset borrowings and the
derivatives, please revise to address each of the bullet points individually in your
response:

•Discuss the nature of these transactions in greater detail identifying the party
providing the crypto assets to the Company and at what price.
•Indicate how the bitcoin borrowed was utilized (e.g. used to fulfill customer orders)
and indicate if it was held in custody by the Company.
•Address the nature and terms of these borrowings identifying the expenses and fees
recognized and how the respective amounts paid to the crypto asset provider were
calculated.
•Address how the fair value of the crypto assets are determined and the reasons why
losses were recognized.
•Explain how the repayment amounts were determined.
•Indicate if the company anticipates entering into these type of borrowing
arrangements in the future.
•Address the accounting guidance followed in the recording of these activities in the
financial statements.

 FirstName LastNameEric Gravengaard
 Comapany NameAthena Bitcoin Global
 October 8, 2021 Page 7
 FirstName LastName
Eric Gravengaard
Athena Bitcoin Global
October 8, 2021
Page 7
Note 8. Convertible Debt, page F-20
30.Please revise to indicate how the fair value of the underlying shares on the commitment
date was derived in conjunction with the determination of the beneficial conversion
feature recognized.
Note 10. Crypto Assets Held, page F-21
31.We note your tabular disclosure of the carrying value of crypto assets held for each period
presente

United States securities and exchange commission logo
June 2, 2021
Eric Gravengaard
Chief Executive Officer
Athena Bitcoin Global
1332 N. Halsted St. Suite 403
Chicago, IL 60642
Re:Athena Bitcoin Global
Draft Registration Statement on Form S-1
Submitted May 5, 2021
CIK No. 0001095146
Dear Mr. Gravengaard:
            We have reviewed your draft registration statement and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Draft Registration Statement on Form S-1
Prospectus Summary
Company Summary, page 2
1.We note your disclosure on page 2 that you "buy Bitcoin, Ethereum and Litecoin daily,
and hold it in [your] wallet to later sell to users of [your] ATMs."  We also note your
disclosure in Note 9 to your financial statements that as of December 31, 2020 and
December 31, 2019 the company held other types of digital assets (i.e., Tether, Bitcoin
Cash and Others), and your disclosure in Note 4 to your financial statements that
customers "typically interact with the Company on the phone and in larger amounts and/or
for a less well-known crypto asset."  Please revise to consistently disclose all of the digital
assets that you buy, sell or hold.

 FirstName LastNameEric Gravengaard
 Comapany NameAthena Bitcoin Global
 June 2, 2021 Page 2
 FirstName LastName
Eric Gravengaard
Athena Bitcoin Global
June 2, 2021
Page 2
2.We note your disclosure on page 4 that some Bitcoin ATMs offer "one-way
exchange," others offer "two-way exchange" services and that many Athena Bitcoin
ATMs offer two-way exchange services and also handle other digital assets like
Ethereum, Litecoin and Bitcoin Cash.  Please provide more detailed disclosure regarding
the exchange services that Athena Bitcoin ATMs offer, and quantify your disclosure as
applicable.
Risk Factors, page 10
3.If applicable and to the extent material, please include a risk factor discussing any third
parties upon which you are dependent for any products or services and disclose whether
you would be able to find suitable replacements in a timely manner if any relevant
contracts were terminated.  For example, we note your disclosure on page 5 that you rely
on third-party service providers for certain aspects of your operations.  From your
disclosure on page 38 you appear to be dependent on one company (Genesis Coin) for the
manufacture of Bitcoin ATMs and related software systems providing advanced security
protections.  Please revise or advise, as appropriate.
The Company may be forced to cease operations, page 13
4.In the second risk factor on page 13, we note that "Dissolution Event" is capitalized but
not defined in the prospectus.  Please consider whether this should be a defined term.
The Company's assets could be stolen and would be difficult to recover due to the nature of cash
and crypto assets, page 13
5.We note your disclosure that from time to time, you have been the victim of vandalism
and targeted attacks on your ATMs, which have resulted in loss of cash and equipment.  If
material, please quantify the amount of any losses or increased costs and expenses related
to such incidents in recent periods.
From time to time, we may encounter technical issues in connection with the integration of
supported crypto assets..., page 16
6.Please explain the meaning of the terms "token" and "stable coin" or provide definitions
thereof in the Glossary.
Risk Factors Related to Ownership of Our Common Stock, page 20
7.Please revise your filing to include a separate risk factor regarding the ability of your
officers, directors and principal shareholders to control your company by virtue of their
stock holdings.  Also please provide risk factor disclosure that Messrs. Gravengaard and
Komaransky have the ability to control who is elected to the board of directors, as you
disclose on pages 48 and 51.

 FirstName LastNameEric Gravengaard
 Comapany NameAthena Bitcoin Global
 June 2, 2021 Page 3
 FirstName LastName
Eric Gravengaard
Athena Bitcoin Global
June 2, 2021
Page 3
Capitalization Table, page 26
8.Please revise to provide an improved discussion of the adjustments which result in the
“pro forma” column.
9.Please revise to provide an improved discussion of the specific steps that need to be taken
in order for the related party convertible debt outstanding to be repaid as reflected in the
“pro forma as adjusted” column.

In addition, please revise to provide a discussion of the related party convertible debt
conversion terms and how the terms were determined.
Management's Discussion and Analysis of Financial Condition and Results of Operations, page
27
10.Please revise to provide a discussion of the statements of financial position for each
balance sheet period presented.
Liquidity and Capital Resources, page 29
11.Please revise to provide a more detailed discussion of the operating, investing and
financing activities for each of the periods presented.
12.Please revise to provide a discussion of the following as it relates to the average daily
revenue metric:
•The importance of this metric as well as the importance of the ratio of cash and cash
equivalents to average daily revenue.
•Indicate how average daily revenue is calculated.
•The importance of providing this metric for a one-day timeframe in each fiscal period
as opposed to an average throughout the year.
•Provide a comparable GAAP metric.
•Provide a more robust discussion explaining the changes for the ratios between the
periods, including factors impacting the change and why the Company believes they
are representative of the range of business efficiency the Company can achieve.
13.Please revise to address the working capital deficit and the steps to be taken by the
company to remedy the deficit.
14.Please revise to indicate if the DV Chain Note was repaid by April 30, 2021.
Results of Operations
Revenues, page 31
15.Please revise to separately disclose the revenues recognized from the point of sale
transactions of crypto assets at ATMs and customized trading services for the sale or
purchase of crypto assets separately and discuss the reasons for significant fluctuations for
each period presented.

 FirstName LastNameEric Gravengaard
 Comapany NameAthena Bitcoin Global
 June 2, 2021 Page 4
 FirstName LastName
Eric Gravengaard
Athena Bitcoin Global
June 2, 2021
Page 4
16.Please revise to discuss how the prices utilized in the crypto asset transactions are
determined. Indicate if the prices utilized are reflective of the markups and if these
markups differ between crypto assets and also differ between the customer use of ATMs
or the phone services.
17.Please revise to discuss the purchases and sales activities of crypto assets for each of the
periods presented by asset type.  Discuss the working capital required to exercise these
activities and indicate if the Company holds digital assets for its customers.
18.We note the disclosure that in fiscal 2020, the increase in gross margin was due primarily
to the increase in the price of Bitcoin held as a current asset.  Please revise to address your
accounting for crypto assets as well as disclose the fair value gains or losses recognized on
the crypto assets purchased and held prior to these assets being sold, by type, for each
period presented.  In addition, expand your discussion to explain why the increase in price
of Bitcoin held in current assets drives an increase in your gross margin, including
quantifiable information disclosing the amount of Bitcoin held in current assets and
average price between the periods presented.
19.Please revise the discussion of revenues to address the average monthly sales per Bitcoin
ATM throughout each fiscal year as opposed to one fiscal quarter in each of 2019 and
2020 in order to present a more balanced discussion of the trends.
20.Please revise to disclose the markup recognized in each period and whether the markup is
dependent upon the type of crypto asset purchased or sold.
21.Please revise to provide a discussion of the components of the cost of revenues addressing
the significant fluctuations in each of the components for the periods presented.
Operating Expenses, page 31
22.Please revise to discuss in detail the changes in and reasons for the fluctuations in each
operating expense type for fiscal 2019 and 2020.
23.Please revise to provide a detailed discussion of the changes in “loss on crypto asset
borrowings” during fiscal 2019 and 2020.
24.Please revise to address how fees on crypto asset borrowings were determined during
fiscal 2019 and 2020.
Subsequent Events, page 31
25.Revise to provide a detailed discussion of the March 31, 2021 security breach related to
the loss of 29 Bitcoin and disclose how the estimated market value loss was determined.
Also, disclose if the Company is responsible for the replacement of the Bitcoin and if so,
how you are accounting for that obligation.

 FirstName LastNameEric Gravengaard
 Comapany NameAthena Bitcoin Global
 June 2, 2021 Page 5
 FirstName LastName
Eric Gravengaard
Athena Bitcoin Global
June 2, 2021
Page 5
The Business, page 32
26.We note your disclosure on page 32 that you seek to expand your network in the US and
globally.  Please expand your disclosure to discuss the reasons why your international
expansion strategy specifically focuses upon Latin America, as disclosed on page 36.  In
this regard, we note that on page 40, you state your belief that the Bitcoin ATM industry is
"nascent and that worldwide tens of thousands of very good locations remain untouched."
27.Please revise this section to discuss in greater detail your custodial practices for
digital assets.  To provide more clarity, please address the items below:
•briefly discuss how you determine what portion of the digital assets are held in hot
wallets and cold wallets, respectively;
•disclose the geographic location where the digital assets are held in cold wallets
and how the private keys are located;
•describe your procedures for holding digital assets in "warm" wallets, which you
reference at the bottom of page 16, and explain how they work;
•identify the person(s) that have access to the digital assets and whether any
persons (e.g., auditors, etc.) are responsible for verifying the existence thereof.  Also
clarify whether any insurance providers have inspection rights associated with the
digital assets held in storage;
•identify the person(s) that have the authority to release the proceeds from
your wallets; and
•briefly discuss how the existence, exclusive ownership and software functionality of
private cryptocurrency keys and other ownership records are validated by the relevant
parties.
Background and Corporate History, page 32
28.The discussion of the corporate history should be revised to clearly discuss the operations
of the Company in the periods subsequent to each specific date identified. For example,
address what happened between March 28, 2014 and July, 2018 and then until January 14,
2020.  The discussion should also address the “other debt obligations” entered into during
these periods and the reasons for entering into these obligations as well as the uses of the
funds received.
29.Please revise to address the following as it relates to the “Share Exchange” which closed
on January 30, 2020:
•The relationship between Athena Bitcoin Global and Athena Bitcoin indicating if
each entity had shares of common stock outstanding at the time of the exchange;
•How the exchange rate of 1244.369 shares of GamePlan, Inc. for each share of
Athena or Athena Bitcoin common stock was determined and how these shares were
valued;
•Identify what entity had issued the SAFTs and how the exchange rate of these SAFTs
(balance of $5,434,819) into the Athena Bitcoin Global common stock was
determined and valued;

 FirstName LastNameEric Gravengaard
 Comapany NameAthena Bitcoin Global
 June 2, 2021 Page 6
 FirstName LastNameEric Gravengaard
Athena Bitcoin Global
June 2, 2021
Page 6
•How the number of shares resulting from the conversion of warrants issued by
Athena Bitcoin into Athena Bitcoin Global were determined and valued;
•The nature and terms of the warrants, as well as the related accounting, that were
issued and outstanding prior to the Share Exchange;
•How the number of the shares resulting from the conversion of stock options issued
by Athena Bitcoin into Athena Bitcoin Global were determined and valued; and
•How the number of shares resulting from the Swingbridge Conversion and Release
Agreement into Athena Bitcoin Global were determined and valued.
Buying and Selling Crypto, page 35
30.Please revise to provide the basis for your claim that you are a "leading provider of
Bitcoin and other crypto assets" through Bitcoin ATMs in the United States and Latin
America and describe how this leadership is defined and/or determined.
31.In the penultimate paragraph on page 35, you disclose that outside the United States you
currently operate 40 Bitcoin ATMs in Argentina, Colombia, and El Salvador.  However,
your disclosure in the third paragraph on page 33 suggests that you also have operations in
Mexico, where your operating subsidiary Athena Bitcoin S. de R.L. de C.V. is
incorporated. We also note your statement on page 5 that you "placed [your] first ATM
outside the US in Mexico in 2017."  Please revise to reconcile or clarify your disclosure,
as applicable.
ATM Operations, page 38
32.Please revise to disclose the material terms of any agreements entered into between the
company and Genesis Coin in connection with the manufacture of Bitcoin ATMs and the
provision of software systems for your ATM operations.  If applicable, please file such
agreements as exhibits to the registration statement. See Item 601(b)(10) of Regulation S-
K.
Peer-to-Peer Exchange Services via BitQuick.co, page 39
33.Please revise your disclosure regarding your BitQuick peer-to-peer exchange services to:
•quantify the "percentage of the purchase" that BitQuick receives as its fee for
facilitating transactions and how this percentage varies among different digital assets
(e.g., sales of Bitcoin, Bitcoin Cash, etc.);
•discuss the affiliate program, which enables users to earn commissions for referrals,
as referenced on the BitQuick website;
•discuss in greater detail the "significant headwinds" that this business has faced in
recent years, including the reasons why "banks have restricted the ability of the
BitQuick buyers to deposit cash into BitQuick sellers bank accounts;"
•discuss any future plans regarding this business, to the extent known; and
•discuss the escrow services that BitQuick provides to sellers, as referenced on the
website.

 FirstName LastNameEric Gravengaard
 Comapany NameAthena Bitcoin Global
 June 2, 2021 Page 7
 FirstName LastNameEric Gravengaard
Athena Bitcoin Global
June 2, 2021
Page 7
34.Please revise to disclose whether BitQuick is limited to Bitcoin, or whether the services
available on BitQuick include other digital assets.  If limited to Bitcoin, please discuss
whether BitQuick is technologically limited to Bitcoin and disclose whether there are any
plans to expand BitQuick's services to include other digital assets.  In this regard, we note
a blog post dated January 14, 2019 on the BitQuick website announcing that the platform
offers support for "multiple cryptos," including Bitcoin Cash.
35.Please address the following as it relates to the services offered by BitQuick:
•Ind

Mail Stop 3561
                                                                             January 26, 2010

Mr. Robert G. Berry
Chief Executive Officer
Gameplan, Inc
3701 Fairview Road
Reno, NV 89511

 Re:       Gameplan, Inc
   Form 10-K for Fiscal Year Ended
   December 31, 2008
  File No. 000-27435

Dear Mr. Berry:

We have completed our review of your Form 10-K and related filings and have no
further comments at this time.

Sincerely,

                                                                                    Brian K Bhandari
                  Branch Chief
                                                                                    Office of Beverages, Apparel and
                                                                                    Health Care Services

CORRESP
1
filename1.htm

BRANDEN T
 BRANDEN T. BURNINGHAM

455 EAST 500 SOUTH, SUITE 205

SALT LAKE CITY, UTAH 84111

801-363-7411

 January 19, 2010

Securities and Exchange Commission

 Division of Corporation Finance

Attn:  Brian K. Bhandari, Branch Chief

100 F Street N.E.

 Washington DC 20549

 Re:

Gameplan, Inc., a Nevada corporation (the “Company”)

Form 10-K-A2 for Fiscal Year Ended December 31, 2008

Forms 10-Q-A2 for the Quarterly Periods ended March 31, 2009; June 30, 2009;

and September 30, 2009

 File No. 000-27435

 Dear Mr. Bhandari:

 Pursuant to our telephone conversation of January 15, 2010, the Company has asked me to provide you with the following proposed language for the above-referenced filings:

 Form 10-K for the Fiscal Year Ended December 31, 2008

 The Company proposes to provide the following disclosure under the subheading “Evaluation of Disclosure Controls and Procedures” under Item 9A(T), and this will be the entirety of the disclosure under that subheading:

 We maintain disclosure controls and procedures that are designed to ensure that information we are required to disclose in the reports that we file or submit under the Securities Exchange Act of 1934 (the “Exchange Act”), such as this Annual Report on Form 10-K-A2, is recorded, processed, summarized and reported within the time periods specified by SEC rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information we are required to disclose in the reports that we file or submit under the Exchange Act is accumulated and communicated to our management to allow timely decisions regarding required disclosure.

 Our management evaluated the effectiveness of our disclosure controls and procedures as of December 31, 2008, pursuant to paragraph (b) of Rules 13a-15 and 15d-15 under the Exchange Act. This evaluation included a review of the controls’ objectives and design, the operation of the controls, and the effect of the controls on the information

  presented in this Annual Report.  Our management has concluded that our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) were not effective as of December 31, 2008.  Our management arrived at this conclusion due to the fact that our Annual Report on Form 10-K for the fiscal year ended December 31, 2008, which was filed with the SEC on March 30, 2009, omitted the “as of” date of management’s evaluation of the effectiveness of the Company’s disclosure controls and procedures, which date must be disclosed pursuant to Item 307 of Regulation S-K of the SEC.  Management has discussed this omission with the Company’s securities counsel and will ensure that all information required by Item 307 is included in the Company’s periodic reports in the future.

 Form 10-Q for the Quarter Ended March 31, 2009

Form 10-Q for the Quarter Ended June 30, 2009 and

Form 10-Q for the Quarter Ended September 30, 2009

 The Company proposes to provide the following disclosure under the subheading “Evaluation of Disclosure Controls and Procedures” under Item 4T, and this will be the entirety of the disclosure under that subheading:

 We maintain disclosure controls and procedures that are designed to ensure that information we are required to disclose in the reports that we file or submit under the Securities Exchange Act of 1934 (the “Exchange Act”), such as this Quarterly Report on Form 10-Q-A2, is recorded, processed, summarized and reported within the time periods specified by SEC rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information we are required to disclose in the reports that we file or submit under the Exchange Act is accumulated and communicated to our management to allow timely decisions regarding required disclosure.

 Our management evaluated the effectiveness of our disclosure controls and procedures as of [March 31, 2009] [June 30, 2009] [September 30, 2009], pursuant to paragraph (b) of Rules 13a-15 and 15d-15 under the Exchange Act. This evaluation included a review of the controls’ objectives and design, the operation of the controls, and the effect of the controls on the information presented in this Quarterly Report.  Our management has concluded that our disclosure controls and procedures were not effective as of [March 31, 2009] [June 30, 2009] [September 30, 2009].  Our management arrived at this conclusion due to the fact that our Quarterly Report on Form 10-Q for the quarterly period ended [March 31, 2009] [June 30, 2009] [September 30, 2009], which was filed with the SEC on [May 14, 2009] [August 14, 2009] November 16, 2009], omitted the “as of” date of management’s evaluation of the effectiveness of the Company’s disclosure controls and procedures, which date must be disclosed pursuant to Item 307 of Regulation S-K of the SEC.  Management has discussed this omission with the Company’s securities counsel and will ensure that all information required by Item 307 is included in the Company’s periodic reports in the future.

Please advise whether these proposed changes will adequately address all

outstanding comments on these periodic reports.  If so, the Company will promptly make the necessary filings.

 Thank you very much.

 Sincerely yours,

 /s/ Branden T. Burningham

 Branden T. Burningham

Mail Stop 3561
  December 23, 2009

Mr. Robert G. Berry
Chief Executive Officer
Gameplan, Inc
3701 Fairview Road
Reno, NV 89511

 Re:       Gameplan, Inc
   Form 10-K for Fiscal Year Ended
   December 31, 2008
   Filed March 30, 2009
                        Supplemental Response filed December 3, 2009
   File No. 000-27435

Dear Mr. Berry:

We have reviewed your filings and supplemental response and have the following
comments.  Where indicated, we think you should revise your document in response to
these comments.  If you disagree, we will consider your explanation as to why our comment is inapplicable or a revision is unnecessary.  Please be as detailed as necessary in your explanation.  In some of our comments, we may ask you to provide us with information so we may better understand your disclosure.  Please do so within the time frame set forth below.  You should comply with the remaining comments in all future filings, as applicable.  Please confirm in writing that you will do so and also explain to us how you intend to comply, within the time frame set forth below.  Please understand that after our review of all of your responses, we may raise additional comments.

 Please understand that the purpose of our review process is to assist you in your compliance with the applicable disclosure requirements and to enhance the overall disclosure in your filing.  We look forward to working with you in these respects.  We welcome any questions you may have about our comments or any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.

Form 10-K for the Fiscal Year Ended December 31, 2008

General

1. We note the telephone number listed this report (i.e. 775-815-4758) and on each of your Exchange Act reports referenced below is not the correct telephone number of Game Plan, Inc.  Please provide us with a working telephone number

Mr. Robert G. Berry
Gameplan, Inc
December 23, 2009 Page 2
and confirm in future filings, including any amendments to this filing and the filings below, that you will provide a working telephone number of the cover page of your report.

Item 9a(T). Controls and Procedures, page 28

2. We note your response to our prior comment one.  Your response refers to your conclusion on the internal control over financial reporting  and did not address
your conclusions on controls on
disclosure controls and procedures  as required
by Item 307 of Regulation S-K.  Please note that in an annual report, in addition to management’s report on internal control over financial reporting as required by Item 308(T) of Regulation S-K (which you have included), you also need to provide an evaluation of your
disclosure controls and procedures  as of the end of
the period covered by your Form 10-K as required by Item 307 of Regulation S-K.  Please revise. In addition, as management did not initially provide such disclosure, tell us how you considered this omission from your conclusion on the effectiveness of your disclosure controls and procedures.

Form 10-Q for the Quarter Ended March 31, 2009
Form 10-Q for the Quarter Ended June 30, 2009 and
Form 10-Q for the Quarter Ended September 30, 2009

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

3. Similar to our comment above, we note your response to our prior comment two refers to your conclusion on the internal control over financial reporting  and did
not address your conclusions on controls on
disclosure controls and procedures
as required by Item 307 of Regulation S-K.  We note you voluntarily provided management’s report on internal control over financial reporting.  However you need to provide an evaluation of your
disclosures controls and procedures  as of
the end of the period covered by your Form 10-Q as required by Item 307 of Regulation S-K.  Please revise. In addition, as management did not initially provide such disclosure, tell us how you considered this omission from your conclusion on the effectiveness of your disclosure controls and procedures.

As appropriate, please amend your filing and respond to these comments within
10 business days or tell us when you will provide us with a response.  You may wish to provide us with marked copies of the amendment to expedite our review.  Please furnish a cover letter with your amendment that keys your responses to our comments and provides any requested information.  Detailed cover letters greatly facilitate our review.

Mr. Robert G. Berry
Gameplan, Inc
December 23, 2009 Page 3
Please understand that we may have additional comments after reviewing your amendment and responses to our comments.

In addition, please be advised that the Division of Enforcement has access to all
information you provide to the staff of the Di vision of Corporation Finance in our review
of your filing or in response to our comments on your filing.

 You may contact Raj Rajan, Senior Staff Accountant, at 202-551-3388 or Brian K. Bhandari, Branch Chief, at 202-551-3390 if you have questions regarding comments
on the financial statements and related matters.

Sincerely,

Tia Jenkins
Senior Assistant Chief Accountant
Office of Beverages, Apparel and
Health Care Services

CORRESP
1
filename1.htm

Gameplan, Inc.

November 25, 2009

Tia Jenkins, Senior Assistant Chief Accountant

United States Securities and Exchange Commission

100 F Street, N.E.

Washington, DC  20549

Re:
Comment letter, dated November 19, 2009, regarding Gameplan, Inc., a Nevada corporation (the “Company”)

Dear Ms. Jenkins:

I am writing in response to the above-referenced comment letter.  The Company provides its responses to your comments as set forth below:

1.  We note that you have not provided an evaluation of your disclosure controls and procedures as of the end of the period covered by your Form 10-K as required by Item 307 of Regulation S-K.  Please revise.  In addition, as management did not initially provide such disclosure, tell us how you considered this omission from your conclusion on the effectiveness of your disclosure controls and procedures.

Please see the first sentence of the fourth paragraph under Item 9A(T) of the Company’s Annual Report on Form 10-K for the calendar year ended December 31, 2008, in which it is disclosed that the Company’s “principal executive officer who is also our principal financial officer has determined that our disclosure controls and procedures are effective.”

2.  Please revise your other Exchange Act reports, specifically your Forms 10-Q for the quarters ended March 31, 2009, June 30, 2009 and September 30, 2009 to address the issues noted in the comment above.

Please see the first sentence of the fourth paragraph under Item 4 of the Company’s Quarterly Reports on Form 10-Q for the quarterly periods ended March 31, 2009, June 30, 2009, and September 30, 2009, in which it is disclosed that the Company’s “principal executive officer who is also our principal financial officer has determined that our disclosure controls and procedures are effective.”

The Company acknowledges that:

·
The Company is responsible for the adequacy and accuracy of the disclosure in the filing;

·
Staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and

·
The Company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Sincerely yours,

/s/ Robert G. Berry

President

Mail Stop 3561
  November 19, 2009

Mr. Robert G. Berry
Chief Executive Officer
Gameplan, Inc
3701 Fairview Road
Reno, NV 89511

 Re:       Gameplan, Inc
   Form 10-K for Fiscal Year Ended
   December 31, 2008
   Filed March 30, 2009
   File No. 000-27435

Dear Mr. Berry:

We have reviewed your filings and have the following comments.  Where
indicated, we think you should revise your document in response to these comments.  If
you disagree, we will consider your explanation as to why our comment is inapplicable or a revision is unnecessary.  Please be as detailed as necessary in your explanation.  In some of our comments, we may ask you to provide us with information so we may better understand your disclosure.  Please do so within the time frame set forth below.  You should comply with the remaining comments in all future filings, as applicable.  Please confirm in writing that you will do so and also explain to us how you intend to comply, within the time frame set forth below.  Pleas e understand that after our review of all of
your responses, we may raise additional comments.

 Please understand that the purpose of our review process is to assist you in your compliance with the applicable disclosure requirements and to enhance the overall disclosure in your filing.  We look forward to working with you in these respects.  We welcome any questions you may have about our comments or any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.

Form 10-K for the Fiscal Year Ended December 31, 2008

Item 9a(T). Controls and Procedures, page 28

1. We note that you have not provided an evaluation of your disclosure controls and procedures as of the end of the period covered by your Form 10-K as required by Item 307 of Regulation S-K.  Please revise .  In addition, as management did not

Mr. Robert G. Berry
Gameplan, Inc
November 19, 2009 Page 2
initially provide such disclosure, tell us how you considered this omission from your conclusion on the effectiveness of your disclosure controls and procedures.

Other Exchange Act Filings

2. Please revise your other Exchange Act reports, specifically your Forms 10-Q for the quarters ended March 31, 2009, June 30, 2009 and September 30, 2009 to address the issues noted in the comment above.

As appropriate, please amend your filing and respond to these comments within
10 business days or tell us when you will provide us with a response.  You may wish to provide us with marked copies of the amendment to expedite our review.  Please furnish a cover letter with your amendment that keys your responses to our comments and provides any requested information.  Detailed cover letters greatly facilitate our review.  Please understand that we may have additional comments after reviewing your amendment and responses to our comments.

  We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing to be certain that the filing includes all information required under the Securities Exchange Act of 1934 and that they have provided all information investors require for an informed investment decision.  Since the company and its management are in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made.

 In connection with responding to our comments, please provide, in writing, a statement from the company acknowledging that:

‚ the company is responsible for the adequacy and accuracy of the disclosure in the filing;

‚ staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and

‚ the company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

In addition, please be advised that the Division of Enforcement has access to all
information you provide to the staff of the Di vision of Corporation Finance in our review
of your filing or in response to our comments on your filing.

Mr. Robert G. Berry
Gameplan, Inc
November 19, 2009 Page 3
 You may contact Raj Rajan, Senior Staff Accountant, at 202-551-3388 or Brian K. Bhandari, Branch Chief, at 202-551-3390 if you have questions regarding comments
on the financial statements and related matters.

Sincerely,

Tia Jenkins
Senior Assistant Chief Accountant
Office of Beverages, Apparel and
Health Care Services