Bitcoin Depot: one offer for BitAccess, and a liquidation plan recognized

At the end of 2025 Bitcoin Depot ran what it calls the largest network of bitcoin ATMs in North America: approximately 9,700 owned and leased kiosks in 48 U.S. states, 10 Canadian provinces and 6 Australian states, one-way machines that turned customers' cash into bitcoin. They produced $613.6 million of revenue that year, about 99.8% of the company's total. The group also operated BitAccess Inc., a Canadian subsidiary in which it took a controlling interest in July 2021, and which the company describes as "a leading BTM device and transaction processing system," per the Recognition and Termination Order, Aug. 13, 2026, Sched. B (combined disclosure statement and plan), p. 117.

The company's account of what went wrong starts with regulators. Before it filed, it faced lawsuits and investigations from eleven state agencies alleging, in its summary, that third parties were using certain of its platforms to commit fraud in violation of federal and state statutes and anti-money-laundering rules; a voluntary information request from the Securities and Exchange Commission; an investigation by the Federal Trade Commission; and private civil actions, among them an arbitration award of approximately $18.5 million in favour of Cash Cloud, Inc. against BitAccess. In October 2025 it announced that customers would have to show identification before transacting any amount at a kiosk, and revenue for the first quarter of 2026 fell $80.7 million, or 49.2%, from a year earlier, "primarily due to a decrease in transaction volume driven by a combination of regulatory impacts and enhanced compliance controls." On February 13, 2026, the chief legal officer and the chief compliance officer resigned, "both citing concerns about the Company's compliance practices"; the chief executive and chief operating officer resigned in March. A chief restructuring officer was appointed on May 14, and on the new management team's assessment the company decided to take the machines offline and pause most operations "to focus on asset monetization through a chapter 11 process," per the Recognition and Termination Order, Aug. 13, 2026, Sched. B, p. 119.

Bitcoin Depot Inc. and its affiliated debtors filed under Chapter 11 in the United States Bankruptcy Court for the Southern District of Texas, Houston Division, on May 17, 2026, per the confirmation order in the Recognition and Termination Order, Aug. 13, 2026, Sched. B, p. 47. On May 22, on the application of Bitcoin Depot Inc. as foreign representative, Justice W.D. Black of the Ontario Superior Court of Justice (Commercial List) recognized the cases as a foreign main proceeding under Part IV of the CCAA, per the Initial Recognition Order (Foreign Main Proceeding), May 22, 2026, paras. 2–3.

An American centre for three Canadian companies

The initial recognition order declared the United States to be the centre of main interests of every Chapter 11 debtor, including the three that the companion order calls the Canadian Debtors: Digital Gold Ventures Inc., BitAccess Inc. and Express Vending Inc. The Supplemental Order made the same day recognized seven orders of the U.S. court, stayed proceedings against the debtors, the Canadian Debtors' assets and the other debtors' property in Canada, and appointed Alvarez & Marsal Canada Inc. (A&M) as information officer. It granted three charges, ranking in this order: an administration charge of up to US$750,000 for Osler, Hoskin & Harcourt LLP as Canadian counsel, the information officer and its counsel; a directors' charge of up to US$150,000 for the Canadian Debtors' directors and officers; and an intercompany charge securing other debtors' post-filing loans, services and costs for the Canadian Debtors, per the Initial Recognition Order (Foreign Main Proceeding), May 22, 2026, para. 3 and the Supplemental Order (Foreign Main Proceeding), May 22, 2026, paras. 4–6, 19, 21, 23–24.

The company entered Chapter 11 with approximately $15,713,027 in funded debt. Of that, $13,338,000 was outstanding on a term loan, with Silverview Credit Partners LP as agent, that began at $36,450,000, bore interest at 17.00% and was "purported to be secured by a first-priority lien" on substantially all the assets of the borrower and several other debtors, all three Canadian Debtors among them; the lender also asserted a $3,100,000 exit fee. The other $2,375,027 was owed under equipment financing with NFS Leasing, Inc. and VFS LLC for kiosks. On May 21, the debtors deposited $17,220,000 into an adequate protection account, not to be touched without a further order of the U.S. court, per the Recognition and Termination Order, Aug. 13, 2026, Sched. A, p. 13, Sched. B, pp. 120–121. The plan states its monetary figures in U.S. currency unless it says otherwise, per the Recognition and Termination Order, Aug. 13, 2026, Sched. B, p. 184.

One offer for BitAccess

The sale process ran in the U.S. case, led by Hilco. The U.S. court approved bidding procedures on June 10, and the Ontario court recognized that order on June 11. Bids were due June 22. The debtors "received several bids for Assets," adjourned the auction to evaluate them, and designated winning bidders for certain assets; the U.S. court entered four sale orders on July 8 and 10, 2026, and six more on July 24, per the Recognition and Termination Order, Aug. 13, 2026, Sched. B, pp. 124–125.

One of the July 10 orders, made by Judge Christopher M. Lopez after a sale hearing on July 8, approved an asset purchase agreement between Bitcoin Bancorp, Inc., a Nevada corporation, and Bitcoin Depot and several of its affiliates as sellers, BitAccess among them. Judge Lopez found that the purchaser was not, as of the petition date, an insider or affiliate of the debtors, that its bid was the highest or otherwise best offer, and that "there was no other transaction available or presented that would have yielded as favorable an economic result for the Acquired Assets," per the U.S. sale order scheduled to the Recognition and Vesting Order, July 22, 2026, Sched. D, pp. 80, 84–86, 91, 116, 122.

The price had three parts: the assumption of liabilities, which for BitAccess count toward the price only to the extent they are its accrued liabilities; a cash payment of $751,600; and promissory notes of $182,150. The acquired assets, and the price's allocation among them, are set out on the agreement's Schedule 1.1(a), which is not among the pages scheduled to the Canadian order; the copy attached to the sale order is, in the order's words, "an unexecuted substantial final form copy." The agreement excludes money-transmitter licences and any information about the identity of people who used the kiosks, and defines the Canadian Acquired Assets as BitAccess's acquired assets together with any other seller's acquired assets located in Canada, "if any," per the Recognition and Vesting Order, July 22, 2026, Sched. D, pp. 80, 122–123, 126, 154.

Justice F.L. Myers heard the Canadian motion on July 22, on an affidavit of Thomas Studebaker sworn July 15 and the information officer's Third Report of July 20, per the Recognition and Vesting Order, July 22, 2026, p. 2. "This court previously recognized the sale process established in the c.11 proceedings. There was no separate sale process for the Canadian companies. Ultimately only one of the three Canadian debtor companies whose assets were up for sale was sold. There was only one offer received for the assets," he wrote, per the Endorsement of Justice F.L. Myers, July 22, 2026, para. 3.

The foreign representative and the information officer had provided evidence "to establish that the US court dealt with issues much like our own Soundair principle and embodied in s. 36 of the CCAA"; the U.S. court had concluded the sales were fair and reasonable; every U.S. objection had been resolved before the approval hearing, so the U.S. orders were made on an unopposed basis. "In my view, applying the principle of maximum cooperation and comity to foreign main proceedings readily leads me to make the approval order sought," Justice Myers wrote. "There is no indication of any concerns specific to the Canadian debtors or Canadian creditors." The information officer supported the motion, and the vesting order was "a normal incident of insolvency sales procedures," per the Endorsement of Justice F.L. Myers, July 22, 2026, paras. 4–9.