Athena Bitcoin Global, a U.S.-based crypto ATM operator with a focus on Latin America, has filed to register hundreds of millions of shares for resale by former investors, marking a potential exit tied to earlier debt financing.

The S-1 filing appeared on the SEC archives Tuesday, detailing how Athena would register 473 million common shares for resale by more than two dozen shareholders, including early backers, company insiders, and former employees.

Many of its shares were issued following the conversion of a secured convertible debenture, a type of debt instrument that can be converted into equity at a later date.

Athena said the registration would increase its profile “as a leading company in the international operation of Bitcoin ATMs” and potentially “make it easier to attract additional equity capital,” which it needs to fund its expansion.

The operator did not immediately respond to Decrypt’s request for comment.

The move enables investors to exit their position by selling shares they acquired through a prior debt agreement. While it would provide liquidity, it may also impact shareholder value.

Athena gained prominence in 2021 when it became the first operator to deploy Bitcoin ATMs in El Salvador.

Its stock trades under the ticker ABIT on the OTC Pink Market, the lowest tier of U.S. public markets, known for minimal disclosure requirements, limited liquidity, and heightened investment risk.

Despite prior plans, Athena said it has not yet applied for an uplisting to OTCQB or OTCQX, which impose stricter disclosure requirements, per the filing.

While convertible debenture conversions are standard in distressed or early-stage financing, they may introduce selling pressure, especially in thinly traded securities like Athena’s.

To date, its daily volume has fluctuated wildly from as low as $160 to $112,280, with a 65-day average of $10,367, according to data from Yahoo Finance.  Despite the volatility, its stock has consistently traded below $0.10, closing at $0.0394 on Tuesday.

In its filing, the company acknowledged broader headwinds stemming from crypto market turmoil, citing the collapse of platforms such as FTX, Celsius, and Voyager as indirect factors impacting transaction volumes. 

FTX, Celsius, and Voyager were severely impacted during the previous crypto bear market, which occurred more than two years ago.

Although Athena said it suffered no “material direct impact,” it noted that these bankruptcies led to declines in crypto prices, trading volume, and user sentiment.

The combination of these drivers “could have been a contributing factor” to the decreased volume that it experienced after the bankruptcies.

Athena gained international attention for deploying Bitcoin ATMs during El Salvador’s rollout of BTC as legal tender, though El Salvador’s broader crypto strategy has faced international scrutiny, with fiscal reforms aimed at easing pressure from the IMF despite President Bukele’s continued defiance.

Edited by Sebastian Sinclair