Form S-1/A Athena Bitcoin Global

You should rely only on information contained
in this prospectus. We have not authorized anyone to provide you with information other than that contained in this prospectus or in any
free writing prospectus we may authorize to be delivered or made available to you. We take no responsibility for and cannot provide any
assurance as to the reliability of any other information others may give you. The Selling Shareholders are not offering to sell or seeking
offers to buy shares of common stock in jurisdictions where offers and sales are not permitted. The information in this prospectus or
any free writing prospectus is accurate only as of its date, regardless of its time of delivery or of any sale of shares of our common
stock. Our business, financial condition, results of operations, and prospects may have changed since that date. We are responsible
for updating this prospectus to ensure that all material information is included and will update this prospectus to the extent required
by law.

For investors outside of the United States: Neither
we nor any of the Selling Shareholders have done anything that would permit this offering or possession or distribution of this prospectus
in any jurisdiction where action for that purpose is required, other than in the United States. Persons outside the United States who
come into possession of this prospectus must inform themselves about, and observe any restrictions relating to, the offering of common
stock by the Selling Shareholders and the distribution of this prospectus outside of the United States.

This prospectus is a part
of a registration statement on Form S-1 that we filed with the Securities and Exchange Commission (the “SEC”) using a “shelf”
registration or continuous offering process. Under this shelf process, the Selling Shareholders may, from time to time, sell the shares
of common stock covered by this prospectus in the manner described in the section titled “Plan of Distribution.” Additionally,
we may provide a prospectus supplement to add information to, or update or change information contained in, this prospectus (except for
the section titled “Plan of Distribution,” which additions, updates, or changes that are material shall only be made pursuant
to a post-effective amendment). You may obtain this information without charge by following the instructions under the section titled
“Additional Information” appearing elsewhere in this prospectus. You should read this prospectus and any prospectus supplement
before deciding to invest in our shares.

Market data and certain
industry data and forecasts used throughout this prospectus were obtained from internal Company surveys, market research, consultant
surveys, publicly available information, reports of governmental agencies and industry publications and surveys. Industry surveys, publications,
consultant surveys and forecasts generally state that the information contained therein has been obtained from sources believed to be
reliable, but the accuracy and completeness of such information is not guaranteed. We have not independently verified any of the data
from third party sources, nor have we ascertained the underlying economic assumptions relied upon therein. Similarly, internal surveys,
industry forecasts and market research, which we believe to be reliable based on our management’s knowledge of the industry, have
not been independently verified. Forecasts are particularly likely to be inaccurate, especially over long periods of time. Statements
as to our market position are based on the most currently available data. While we are not aware of any misstatements regarding the industry
data presented in this prospectus, our estimates involve risks and uncertainties and are subject to change based on various factors,
including those discussed under the heading “Risk Factors” in this prospectus.

This summary
highlights selected information contained elsewhere in this prospectus. This summary does not contain all the information that you
should consider before investing in our common stock. You should carefully read the entire Prospectus, including “Risk
Factors”, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the Financial Statements, before making an investment
decision. Unless the context suggests otherwise, all references to “Athena”, “we”, “us”,
“our”, or “the Company” refer to Athena Bitcoin Global, a Nevada corporation and all of its subsidiaries,
and all references to “Athena Bitcoin” refer solely to Athena Bitcoin, Inc., a Delaware corporation and a wholly-owned
subsidiary of the Company. As used below, Bitcoin with an uppercase “B” is used to describe the system as a whole that
is involved in maintaining the ledger of bitcoin ownership and facilitating the transfer of bitcoin among parties. When referring to
the digital asset within the Bitcoin network, bitcoin is written with a lower case “b” (except, of course, at the
beginning of sentences or paragraph sections, as below). The name “Athena Bitcoin” and the Athena Bitcoin logo service
mark appearing in this prospectus are the property of Athena Bitcoin, Inc., a wholly-owned subsidiary of the Company. Solely for
convenience, the trademarks, servicemarks and trade names in this prospectus are referred to without the ^® and ^™
symbols, but such references should not be construed as any indicator that the owner of such trademarks, servicemarks and trade
names will not assert, to the fullest extent under applicable law, their rights thereto. We do not intend the use or display of
other companies’ trademarks and trade names to imply a relationship with, or endorsement or sponsorship of us by, any other
companies.

Introduction

We are an early entrant in the crypto asset
market and one of the first U.S. publicly traded companies using crypto assets and blockchain technologies in our business operations
which include a global network of Athena Bitcoin ATMs.

Our management has determined that it is in our
best interests to become a reporting company under the Securities and Exchange Act of 1934 as amended (“Exchange Act”), and
endeavor to establish a public trading market for our common stock on the OTCQB or other trading systems. Currently our trading volume
is limited and we are subject to the Alternative Reporting Standard of OTC Pink Market. Our management believes that establishing a public
market on OTCQB or another exchange: (i) will increase our profile as a leading company in the international operation of Bitcoin ATMs,
giving us greater identity and recognition, and (ii) will make it easier for us to attract additional equity capital, which we need to
expand our business. There is no assurance that we will accomplish any of the foregoing goals and prospective investors are cautioned
to carefully read the risk factors set forth herein prior to making an investment decision.

Athena
Bitcoin connects the world’s
cash to the world of cryptocurrency.

Overview

Athena Bitcoin Global owns and operates a global
network of Athena Bitcoin ATMs, which we refer to as our ATMs, that allow our customers to buy or sell Bitcoin and other major crypto
assets in exchange for their local fiat currency, such as dollars or pesos. We are focused on making Bitcoin and other major crypto assets
more easily accessible, functional and usable for ordinary people and small businesses. Bitcoin, blockchains, smart contracts and crypto
assets are poised to transform the international financial order, however for billions of people, this new financial system is out of
reach. They still rely on cash, either because they do not have a bank account or choose not to use one. For them, a connection between
digital finance and paper currency is necessary.

Bitcoin is a system for decentralized digital
value exchange that is designed to enable units of bitcoin to be transferred across borders without the need for currency conversion.
Bitcoin is not legal tender, except recently in the country of El Salvador. The supply of bitcoin is not determined by a central government,
but rather by an open-source software program that limits both the total amount of bitcoin that will be produced and the rate at which
it is released into the network. The responsibility for maintaining the official ledger of who owns what bitcoin and for validating new
bitcoin transactions is not entrusted to any single central entity. Instead, it is distributed among the network’s participants.
As such, crypto assets are transferred entirely online, with no physical coins or bills. Instead of being held at a bank, crypto assets
are held in one’s digital wallet, which is an online vault for holding public and private keys for crypto assets.  Instead
of being transferred through banks, clearing houses and payment processors, crypto assets are transferred directly to the recipient online
and transactions are recorded on a blockchain or public ledger. The value of each crypto asset is determined by trading among buyers and
sellers all over the world. At the end of 2020, the overall market capitalization of crypto assets reached $782 billion, representing
a compounded average growth rate (CAGR) of over 150% since 2012. The supply of Bitcoin is greater than the M1 money supplies of the Swiss
Franc and the Russian Ruble. One challenge for Bitcoin and other crypto assets is that they typically cannot be used to pay for things
like groceries, utility bills, or a house. When someone wants to spend their bitcoin, they will generally need to first convert it to
their local currency. Crypto asset owners can use crypto exchanges like Coinbase and acquire U.S. dollars by selling their crypto asset(s).
On Coinbase or other crypto asset exchanges, users can oftentimes sell their bitcoin or other crypto assets for up to 50,000 U.S. dollars
a day which can be wired or otherwise sent directly to a bank account and typically usable after one or two business days. Crypto exchanges
are well suited for larger, planned transactions but can be inconvenient or entirely unsuitable for smaller or more immediate transactional
needs. They also do not offer the level of convenience that bank customers are accustomed to. Most people in the U.S. use bank ATMs rather
than bank tellers to get spending cash due to the added convenience.

ATM Market

According to a University of Florida study, there
were over 470,135 traditional ATMs operating in the United States in 2018. For Bitcoin owners, our ATMs play a similar role by providing
cash conveniently and quickly. Someone that owns Bitcoin, Ethereum, Litecoin or BCH can visit our ATMs and get up to $2,000 in cash in
a single transaction. While our ATMs dispense cash for Bitcoin owners like a typical ATM cash machine does for a bank customer, our ATMs
function is more akin to currency exchange booths at international airports. Our ATMs are performing real-time exchange between major
crypto assets and local fiat currency including dollars and pesos. Instead of exchanging across countries, we exchange between the legacy
financial system and a new emerging digital financial system. The majority of our customers use our services to purchase Bitcoin with
dollars. Although some of our ATMs in the United States support dispensing dollars in exchange for Bitcoin, only a small percentage of
customers use this service. However, in Central and South America, there is a more even distribution between purchases and sales. Athena
Bitcoin ATMs enable anyone to quickly buy or sell Bitcoin, Ethereum, Litecoin or BCH in exchange for local paper money. While our ATMs
differ substantially in function from bank ATMs, they provide a similar level of convenience. In addition, our ATMs benefit from the public’s
vast experience using bank ATMs, which greatly contributes to making our ATMs a very user-friendly method for anyone to buy or sell Bitcoin.

Company Summary

The Company is focused on developing, owning
and operating a global network of Athena Bitcoin ATMs, which are free standing kiosks that permit customers to buy or sell crypto assets
(including Bitcoin, Ethereum, Litecoin and BCH) in exchange for cash (banknotes) issued by sovereign governments and often
referred to as fiat currencies. The Company places its machines in convenience stores, shopping centers, and other easily accessible
locations. Our network presently includes Athena Bitcoin ATMs in 10 states and 3 countries in Central and South America. We seek to expand
our network in the U.S. and globally, and to further develop Athena Bitcoin as a trusted and preferred brand for parties seeking
to exchange currency for Bitcoin and other major crypto assets.

Customers can purchase as little as $1 of Bitcoin,
but normally choose between $100 and $1,000 using Athena Bitcoin ATMs. The typical ATM that the Company operates is about 5-feet tall
and features a large touchscreen for customer interaction. The customer typically needs to have a wallet app on his smart phone to buy
or sell crypto assets on our ATM. In the process of the transaction, the customer will follow the steps prompted on the screen. When a
customer is buying crypto assets, the machine will prompt the customer to insert cash since our ATMs do not accept debit or credit cards.
When the customer is done, a receipt will print showing exactly how much crypto assets have been bought and the address they were sent
to.

The Company’s ATMs do not contain any crypto
assets or keys to crypto assets. The Company sells Bitcoin, Ethereum, Litecoin, LTC and BCH from cloud-based wallets in each country,
enabling real-time supply of crypto assets to its customers. For the fiscal years ending December 31, 2021 and December 31, 2020, the
Company’s breakdown of volume of ATM transactions per crypto asset is as follows:

The Company buys most of its crypto assets through
automated purchases on crypto exchanges, based on algorithms the Company has developed for balancing its holdings with anticipated demand.
In addition to this automated buying program, the Company is active in the over-the-counter dealer market and has bilateral relationships
with several large crypto asset trading desks. We replenish our supply of Bitcoin, Ethereum, Litecoin and BCH daily as needed, and hold
them in our wallet to sell to users of our ATMs. On average, we sell our holdings of Bitcoin within 3 to 5 days of buying it, and within
7 to 10 days of buying our Ethereum, Litecoin, and BCH holdings. We strive to keep this period short to reduce the effect of changes in
crypto assets/U.S. dollar exchange rates on our business and to maximize our working capital. We do not invest or have long term holdings
of Bitcoin, Ethereum, Litecoin or BCH.

We charge a fee per crypto asset available through
Athena Bitcoin ATM, equal to the prevailing price at U.S.- based exchanges plus a mark up that typically ranges between 5% and 20%. The
prices shown to customers on our Bitcoin ATM are inclusive of this price spread and are calculated by multiplying the prevailing price
level of crypto asset by one plus the mark up. The mark up varies from one crypto asset to another and by location. It is determined
by a proprietary method that is maintained as a trade secret. Our revenues associated with our ATM transactions are recognized at the
time when the crypto asset is delivered to the customer. By increasing our geographic service area, including our recent expansion of
operations in El Salvador, we aim to make Athena into a global financial services company that can connect the world’s cash to
the world of crypto assets.

The Company was incorporated in the state of
Nevada in 1991 under the name “GamePlan, Inc.” for the sole purpose of merging with Sunbeam Solar, Inc., a Utah corporation,
which merger occurred as of December 31, 1991 with GamePlan, Inc. as a sole surviving entity. The Company was involved in various businesses,
including, gaming and other consulting services, prior to becoming a company seeking acquisitions (a “shell company” as defined
in Rule 405 of the Securities Act). The Company was a reporting issuer under the Securities and Exchange Act of 1934 (the “Exchange
Act”) from 1999 until 2015 when it filed Form 15 pursuant to Rule 12g-4(a)(1) with the Commission and ceased to be a reporting
company.

On January 14, 2020 the Company entered into a
Share Exchange Agreement (the “Agreement”), by and among the Company, Athena Bitcoin, Inc., a Delaware corporation (“Athena
Bitcoin”) incorporated in 2015, and certain shareholders of Athena Bitcoin. The Agreement provides for the reorganization of Athena
Bitcoin, with and into the Company, resulting in Athena Bitcoin becoming a wholly-owned subsidiary of the Company. The agreement is for
the exchange of 100% shares of the outstanding common stock of Athena, for 3,593,644,680 shares of GamePlan, Inc. common stock (an exchange
rate of 1,244.69 shares of common stock of GamePlan, Inc. for each share of Athena Bitcoin common stock). The closing of the transaction
occurred as of January 30, 2020. Subsequently, in May, 2020, the Company filed its amended and restated articles of incorporation authorizing
a total of 4,409,605,000 shares of common stock.

The Company approved the name change from “GamePlan,
Inc.” to “Athena Bitcoin Global” on March 10, 2021 by the unanimous consent of its Board of Directors and a majority
consent of its shareholders. The Company filed an amendment to its Articles of Incorporation with the Secretary of State of the state
of Nevada on April 6, 2021, with the effective date of April 15, 2021. The Company’s name change and trading symbol change to “ABIT”
was declared effective by FINRA on OTC Pink Market as of June 9, 2021.

The Company, Athena Bitcoin Global, is a Nevada
corporation which owns 100% of our operating subsidiary, Athena Bitcoin, Inc., a Delaware corporation. Our domestic business operations
are conducted by Athena Bitcoin, Inc. We have operating subsidiaries in the specific countries where we operate, as more fully described
in the following:

⁽¹⁾ Athena Bitcoin Inc. owns 99% of
Athena Holdings El Salvador SA de CV and Eric Gravengaard holds 1% on behalf of the Company.

⁽²⁾ Athena Bitcoin Inc. beneficially
owns and controls Athena Holdings SAS which is nominally owned by Eric Gravengaard 95% and Matias Goldenhörn 5%.

⁽³⁾ Athena Bitcoin Inc. beneficially
owns and controls Athena Holding Company SRL which is nominally owned by Eric Gravengaard 45%, Gilbert Valentine 45%, and Matias Goldenhörn
10%.

⁽⁴⁾ Athena Bitcoin Inc. owns 2,999
Shares of Athena Bitcoin SRL de CV and Eric Gravengaard owns 1 Share on behalf of the Company.

⁽⁵⁾ Athena Bitcoin Inc. is the only
member of Athena Holdings of PR, LLC.

⁽⁶⁾ Athena Bitcoin Inc. owns
100% Athena Business Holdings Panama S.A.

Our corporate office is located at 1332 N Halsted
St., Suite 403, Chicago, IL 60642, and our telephone number is 312-690-4466. Our website is www.athenabitcoin.com. The information
on, or that can be accessed through, our website is not part of this prospectus and is not incorporated by reference herein.

Industry Summary

The Company is an active participant in the operation
of Bitcoin ATMs in the U.S. and Latin America. More broadly we operate in the market of retail sales of bitcoin facilitating small purchases
of Bitcoin, Ethereum, Litecoin, and BCH. There are many ways that retail consumers, individuals purchasing small amounts from one dollar
to a few thousand dollars’ worth, can purchase or dispose of crypto assets.

The Birth of Bitcoin ATMs

In the earliest days of Bitcoin, most transactions
were done in person – often facilitated by websites. These sites matched prospective buyers with sellers and facilitated communications
and wallet coordination, allowing them to meet in public places like coffee shops and street corners, and exchange bitcoin for envelopes
of cash. The first Bitcoin ATMs began appearing in 2014. These ATMs were an instant hit with retail customers who were accustomed to
in-person transactions because they offered instantaneous access to bitcoin in a familiar and safe method.

According to Reuters in a March, 2021 article
titled “Bitcoin ATMs are coming to a gas station near you”, the industry has grown from a handful of machines operated by hobbyists
to more than 15,000 kiosks worldwide primarily operated by increasingly larger organizations. There are many operators of Bitcoin ATM
networks, from crypto businesses to major corporate and conventional kiosk companies including Coinstar.

Some Bitcoin ATMs offer one-way exchange,
allowing customers to only buy crypto assets. Others offer two-way exchange, so customers can buy crypto assets for cash, or sell some
of their crypto assets and receive cash. Athena Bitcoin ATMs, serve clients with the following types of crypto assets: Bitcoin, Ethereum,
Litecoin, and BCH in either one-way or two-way exchanges, depending on the functionality of each ATM machine.

Bitcoin Exchanges

Parties that want to use their bank accounts to
buy Bitcoin can do so without an ATM. These transactions are the domain of exchanges and specialty apps including services from Coinbase,
Gemini, Kraken, and Square. These services generally accept U.S. dollar transfers from bank accounts and do not accept physical currency.
These services may or may not, depending on several factors including method of deposit, allow the purchaser of a crypto asset on their
platforms to immediately transfer the crypto asset into their own wallet. These services cater to larger purchasers and investors in crypto
assets. Users of exchanges may use ATMs as a convenient method to get spending cash, similar to how bank account and credit card holders
use bank ATMs.

The growth of businesses and services that accept
Bitcoin and make it more functional is contributing to increasing Bitcoin usage. In October of 2020, PayPal and Venmo announced they will
accept Bitcoin, thus enabling PayPal and Venmo customers to use their Bitcoin to make online purchases and online payments. In 2020 and
2021, with little promotion and advertising, we have experienced a significant increase in transaction volumes and average transaction
sizes (see “Management’s Discussion and Analysis of Financial Condition and Results of Operations”).
We believe this trend is due in part to an increase in companies and online service providers that are helping to make Bitcoin more widely
and easily usable. We believe that the use of Bitcoin ATMs will continue to rise as the Bitcoin and crypto industry and its many interconnected
service providers expand.

Business Strategies

We seek to grow and distinguish Athena Bitcoin
services based on our method of location selection, our global expansion, operational efficiencies, and our authenticity as a crypto
industry forerunner with respect to Bitcoin ATMs.

We are an efficient operator.

We are focused on placing our ATMs in optimal
locations that maximize both current income and future potential. Our ATMs are in urban, suburban, and rural locations. Our site selection
criteria and metrics are a closely guarded proprietary aspect of our business. In placing our ATMs, we employ a data driven strategy based
on factors we have learned over the years. In addition to data metrics, our placement strategy includes analysis of immediate trends,
as we are in a dynamic business where usage is widening dramatically and often in unpredicted ways. Each location is chosen to complement
the rest of the fleet and offer customers of diverse backgrounds access to convenient crypto assets transactions.

We are constantly improving our operational efficiency.
Our ATMs serve as remote tellers that connect to our centralized cloud-based crypto trading operation. We have proprietary systems and
methods of managing our currency exchange operation. Our founders have a deep understanding of high-frequency trading and were some of
the first to electronically trade Bitcoin on multiple exchanges simultaneously. The objective of our purchasing algorithms is to frequently
re-balance our crypto holdings to meet the dynamic demand of our many customers. Over-buying of any crypto asset can result in inefficiency
and currency risk, while under-buying may temporarily prevent us from selling crypto assets at our ATMs. We strive to improve the efficiency
of our currency exchange operations to maximize our profits, manage risk and facilitate growth.

We are a global business.

We placed our first ATM outside the U.S. in Mexico
in 2017. According to the CIA World Factbook, the median age in the United States is 38. In South America it is 31, and Africa has a median
age of only 18. As the digital generation accumulate their wealth, they are far more likely to embrace crypto assets than their predecessors.
Bitcoin is poised to quickly become a part of the lives of a huge percentage of the developing world’s population. This “global
south” offers a large green field expansion opportunity for us because it combines high usage of physical currency with low median
age and reduced access to quality banking.

On June 8, 2021, El Salvador became the first
and remains the only country to officially adopt the cryptocurrency as legal tender when its congress passed the Bitcoin Law proposed
by President Nayib Bukele. On September 7, 2021, the Bitcoin Law was implemented and Bitcoin became legal tender in El Salvador, alongside
the U.S. dollar, the country’s other official currency. Under the new law, Salvadorans can pay taxes in Bitcoin and businesses are
obliged to accept Bitcoin as payment for goods and services, in addition to the U.S. dollar. Given that more than 70% of the adult population
of El Salvador does not have access to the traditional banking system, the government of El Salvador believes that Bitcoin will greatly
help the unbanked get access to electronic payments.

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 fiscal year
ended December 31, 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. 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. The Company does not anticipate any further sales of POS terminals to the government of El Salvador.

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.
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, but the government of El Salvador is not using the Company’s software to enable the Chivo
digital wallet. The expected revenues and associated costs of satisfying those data obligations will be determined based on ongoing negotiations
and requests of the government.

There are no expected future costs for
the POS sections of the agreements as the Company does not expect to sell additional POS terminals to the government of El Salvador
as of the date of this prospectus.

On April 20, 2022, David Gerard, an author
of several books and an eponymous website, reported that there was a theft of several million dollars from the Chivo digital wallet on
or around April 1, 2022. This event, if true, was after the migration of user data from the Company’s software to the new software
provider for the Chivo digital wallet and the Company has no direct knowledge of or responsibility for the alleged events.

None of the funds received under the agreements
are refundable upon contract termination.

The government of El Salvador owns the software
(which we refer to as the “IP Software”) and the Company has a perpetual, royalty-free license under its Master Services Agreement
to market the IP Software elsewhere.

Subsequent to executing the Master Services Agreement,
the Company implemented branding of its “Athena Ruru” suite of services, with such brand comprising of the three services
the Company offers: Bitcoin ATMs, POS terminals and merchant services, and the wallet solution, based on the App. To date, the Company
has not completed the sale of a license to its bitcoin platform, marketed under the Athena Ruru brand, to any other person, including
without limitation any government entity or bank.

The initial term of the Master Services Agreement
(the “MSA”) is three-years beginning on August 20, 2021. The Company’s El Salvador Contracts have the following ongoing
terms for their obligations:

*Recognized as Advances for revenue contracts
in the Consolidated Balance Sheets

See also Business – Operations in El Salvador- Material Contracts on page 61.

Our strategy is to become a global financial
services company that can connect the world’s cash to the world of digital assets including Bitcoin, Ethereum, Litecoin, and BCH.
We have spent years learning how to expand our business across borders. We have assembled the people, processes, and technologies
to enable us to continue to grow our global footprint we believe is unmatched by our competition.

Competitive Strengths

When comparing Bitcoin ATMs to other methods of
transacting, the primary advantage of an ATM is its ability to complete a transaction from payment to delivery of crypto assets quickly.
In the context of a purchase transaction, our ATM only accept physical currency, which is an immediate and permanent form of payment,
and which facilitates the immediate delivery of crypto assets, also an immediate and permanent form of transaction. Apps and services
that rely on ACH or other bank mechanisms for the delivery of fiat currency in a transaction often cannot deliver the crypto asset quickly
because the funding mechanism is neither immediate nor permanent.

Risk Factors Associated with Our Business

Investing in our shares of common stock involves
significant risks. You should carefully consider the risks described in “Risk Factors” before deciding to invest in our shares.
If we are unable to successfully address these risks and challenges, our business, financial condition, results of operations, or prospects
could be materially adversely affected. In any of such cases, the trading price of our common stock would likely decline, and you may
lose all or part of your investment. Below is a summary of some of the risks we face.

Impact from COVID-19

The significant global outbreak of COVID-19
has resulted in a widespread health crisis that has adversely affected the economies and financial markets worldwide and has affected
our business in several ways. First, we have been unable to ship our ATMs freely between countries. Second, it has restricted the movement
of our employees and their ability to both collaborate in-person, and to do some field-service and installation work.

We are responding to the global outbreak of
COVID-19 by taking steps to mitigate the potential risks to us posed by its spread and the impact of the restrictions put in place by
governments to protect the population. Our employees and service providers have transitioned to work-from-home. This subjects us to heightened
operational risks. For example, technologies in our employees’ and service providers’ homes may not be as robust as in our
offices and could cause the networks, information systems, applications, and other tools available to employees and service providers
to be more limited or less reliable than in our offices. Further, the security systems in place at our employees’ and service providers’
homes may be less secure than those used in our offices, and we may be subject to increased cybersecurity risk, which could expose us
to risks of data or financial loss, and could disrupt our business operations. There is no guarantee that the data security and privacy
safeguards we have put in place will be completely effective or that we will not encounter risks associated with employees and service
providers accessing company data and systems remotely.

In addition, the continued spread of COVID-19
and the imposition of related public health measures have resulted in, and is expected to continue to result in, increased volatility
and uncertainty in the crypto-economy. We also rely on third party service providers to perform certain functions. Any disruptions to
a service providers’ business operations resulting from business restrictions, quarantines, or restrictions on the ability of personnel
to perform their jobs could have an adverse impact on our service providers’ ability to provide services to us. The continued spread
of COVID-19 and efforts to contain the virus could adversely impact our strategic business plans and growth strategy, reduce demand for
our products and services, reduce the availability and productivity of our employees, service providers, and third-party resources, cause
us to experience an increase in costs due to emergency measures, and otherwise adversely impact our business.

Offering Summary

We are registering the resale of 459,783,937 shares
of our common stock that include: (i) 409,933,937 shares of common stock that were issued by us to the Selling Shareholders in the share
exchange transaction or were purchased by the Selling Shareholders in private transactions, and (ii) up to 49,850,000 shares of common
stock issued or issuable upon exercise of our outstanding 6% Convertible Debentures Due 2023 (the ”Convertible Debentures”)
which were issued in connection with a private placement financing in 2021.

We are an emerging growth company, as defined
in the Jumpstart Our Business Startups Act of 2012 (“JOBS Act”). For as long as we continue to be an emerging growth company,
we may take advantage of exemptions from various reporting requirements that are applicable to other public companies that are not emerging
growth companies, including not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley
Act of 2002, or the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in this prospectus and our periodic
reports and proxy statements and exemptions from the requirements of holding nonbinding advisory votes on executive compensation and stockholder
approval of any golden parachute payments not previously approved. We could remain an emerging growth company for up to five years after
the effective date of this Registration Statement, although circumstances could cause us to lose that status earlier, including if the
market value of our common stock held by non-affiliates exceeds $700 million as of any December 31 before that time or if we have total
annual gross revenue of $1.07 billion or more during any fiscal year before that time, in which cases we would no longer be an emerging
growth company as of the following December 31 or, if we issue more than $1.07 billion in non-convertible debt during any three-year period
before that time, we would cease to be an emerging growth company immediately. Even after we no longer qualify as an emerging growth company,
we may still qualify as a “smaller reporting company” which would allow us to take advantage of many of the same exemptions
from disclosure requirements, including reduced disclosure obligations regarding executive compensation in our periodic reports and proxy
statements. Additionally, even if we no longer qualify as an emerging growth company, as long as we are neither a “large accelerated
filer” nor an “accelerated filer,” we would not be required to comply with the auditor attestation requirements of Section
404 of the Sarbanes-Oxley Act. We cannot predict if investors will find our securities less attractive because we may rely on these exemptions,
which could result in a less active trading market for our securities and increased volatility in the price of our securities.

Finally, we are a “smaller reporting
company” (and may continue to qualify as such even after we no longer qualify as an emerging growth company) and accordingly may
provide less public disclosure than larger public companies, including the inclusion of only two years of audited financial statements
and only two years of management’s discussion and analysis of financial condition and results of operations disclosure. As a result,
the information that we provide to our stockholders may be different than you might receive from other public reporting companies in
which you hold equity interests.

Summary Consolidated Financial Data

The following tables set forth a summary of our
historical consolidated financial data as of and for the periods indicated. The summary consolidated statements of operations data
for the fiscal years ended December 31, 2021 and December 31, 2020, respectively, have been derived from our audited consolidated financial
statements and related notes thereto included elsewhere in this prospectus. Our historical results are not necessarily indicative
of the results to be expected in the future. When you read this summary consolidated financial data, it is important that you read it
together with the historical consolidated financial statements and the related notes thereto included elsewhere in this prospectus, which
qualify this summary consolidated financial data in their entirety, as well as the sections of this prospectus titled “Selected
Consolidated Financial Data” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”
The summary financial data in this section are not intended to replace our audited consolidated financial statements and the related
notes, and are qualified in their entirety by such financial statements and related notes included elsewhere in this prospectus.

The number of shares of common stock to be outstanding
immediately after this offering is based on 4,089,409,545 shares of common stock outstanding as of March 31, 2022 and excludes:

Investing in the Shares involves a high
degree of risk. You should carefully consider the risks and uncertainties described below, together with all of the other information
in this prospectus, before deciding to invest in the Shares. If any of the risks occur, our business, results of operations, financial
condition, and prospects could be harmed. In that event, the trading price of the Shares could decline, and you could lose part or all
your investment. Additional risks and uncertainties not presently known to us or that we currently deem immaterial also may impair our
business operations.

The Most Material Risks Related to Our
Business and Financial Position

Our business is in a new consumer product
segment, which is difficult to forecast.

Our industry segment is new and is constantly
evolving. As a result, there is a lack of available information with which to forecast industry trends or patterns. There is no assurance
that sustainable industry trends or preferences will develop that will lead to predictable growth or earnings forecasts for individual
companies or the industry segment. We are also unable to determine what impact future governmental regulation may have on trends and
preferences or patterns within our industry segment. See “Risk Factors Related to Current and Future Regulations and other Law Enforcement Actions” for a discussion
of the risks associated with governmental regulation.

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 digital
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, 2021, 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 +/- $168.4 thousand (December 31, 2020: +/- $268.6 thousand).

Additionally, and as discussed in our financial
statements, we act as an agent (vs. principal) in the operation of the Chivo branded Bitcoin ATMs. As part of our contract with the government
of El Salvador, the Company manages the processes of purchasing and selling of Bitcoin that are involved with the operations of the Chivo
branded Bitcoin ATMs and assumes the price risk associated with those transactions. The value of the Bitcoin between the time of a transaction
at such an ATM and the time at which the Company exchanges them to/for USD can be between seconds and hours, during which time the price
of Bitcoin relative to the US dollar can change. As of December 31, 2021, management estimates that if Bitcoin were to change prices by
+/- 20%, with all other variables held constant, the risk of gain/loss on the value of the Bitcoin used by the Chivo branded Bitcoin ATMs
would be +/- $236.1 thousand (prior periods: Not Applicable).

Our total revenue is substantially dependent
on the volume of transactions conducted by our customers. If such volume declines, our business, operating results, and financial position
would be adversely affected.

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. This revenue may fluctuate based on the price of crypto assets. As such, any declines
in the volume of transactions, the price of crypto assets, or market liquidity for crypto assets generally may result in lower total
revenue to us.

The price of crypto assets and associated demand
for buying, selling, and trading crypto assets have historically been subject to significant volatility. The price and trading volume
of any crypto asset is subject to significant uncertainty and volatility, depending on several factors, including:

There is no assurance that any supported crypto
asset will maintain its value or that there will be meaningful levels of interest from customers. If the demand for purchasing or selling
crypto assets declines, our business, operating results, and financial condition would be adversely affected.

The future development and growth of
crypto assets and protocols is subject to a variety of factors that are difficult to predict and evaluate. If the future does not develop
and grow as we expect, our business, operating results, and financial condition could be adversely affected.

Blockchain technology was only introduced
in 2008 and remains in the early stages of development. In addition, different protocols are designed for different purposes. Bitcoin,
for instance, was designed to serve as a peer-to-peer electronic cash system, while Ethereum was designed to be a smart contract and
decentralized application platform. Many other protocol networks—ranging from cloud computing to tokenized securities networks—have
only recently been established. The further growth and development of any crypto assets and their underlying networks and other cryptographic
and algorithmic protocols governing the creation, transfer, and usage of crypto assets represent a new and evolving paradigm that is
subject to a variety of factors that are difficult to evaluate, including:

Loss of a banking relationship could
adversely impact our business, operating results, and financial condition.

Athena depends on having regular and normalized
access to a bank checking account for normal business purposes and also for taking deposits of the cash received from the ATM fleet. As
a money services business registered with the Financial Crimes Enforcement Network (“FinCEN”) under the Bank Secrecy Act,
as amended by the USA PATRIOT Act of 2001, and its implementing regulations enforced by FinCEN, our banking
partners view us as a higher risk customer for purposes of their anti-money laundering programs. We may face difficulty establishing or
maintaining banking relationships due to our banking partners’ policies and some prior bank partners have terminated their relationship
with Athena. The loss of these banking partners or the imposition of operational restrictions by these banking partners and the inability
for us to utilize other redundant financial institutions may result in a disruption of business activity as well as regulatory risks.
In addition, financial institutions in the United States and globally may, because of the myriad of regulations or the perceived risks
of crypto assets, decide to not provide accounts, payments other financial services to us. Such events could negatively affect an investment
in the Shares.

The Company may be forced to cease operations.

It is possible that, due to any number of reasons,
including, but not limited to, an unfavorable fluctuation in the value of cryptographic and fiat currencies, the inability by the Company,
whether in the United States or globally, to obtain clients, the failure of commercial relationships, the failure of development of the
necessary technical environment, the failure of government actors to provide needed regulatory clarity, the failure of technology development
by third parties, or intellectual property ownership challenges, the Company may no longer be viable to operate and the Company may dissolve,
either in whole or part, or take actions that result in a dissolution event. During the past six years there have been several rumors
that regulation specifically aimed at terminating the practice of selling crypto assets via kiosks, such as the Company’s fleet
of Bitcoin ATMs, would be forthcoming. While the regulations hypothesized by these rumors have never been enacted, it remains a risk to
the Company’s principal operations and could be detrimental to an investment in the Shares.

Other Risk Factors Related to Our Business
Operations and Financial Position

Currently, there is a small use of Bitcoin
in the retail and commercial marketplace in comparison to relatively large use by speculators, thus contributing to price volatility
that could adversely affect an investment in the Shares.

Bitcoin and the Bitcoin Network have only
recently become accepted as a means of payment for goods and services by certain major retail and commercial outlets, and the use of
Bitcoin by consumers to pay such retail and commercial outlets remains limited. Conversely, a significant portion of Bitcoin demand is
generated by speculators and investors seeking to profit from the short- or long-term holding of Bitcoin. A lack of expansion by Bitcoin
or other crypto assets into retail and commercial markets, or a contraction of such use, may result in decreased demand for the Company’s
services or increased demand for services the Company is not able to provide, either of which could adversely affect an investment in
the Shares.

The Company’s assets could be stolen
and would be difficult to recover due to the nature of cash and crypto assets.

It is possible that, due to any number of
reasons, including, but not limited to, a robbery by either a general malcontent or an employee of the Company could adversely
affect the Company’s operations and assets. From time to time, the Company has been the victim of vandalism and targeted
attacks on our ATMs, which have resulted in loss of cash and equipment. The Company has also been the target of cyberattacks and has
suffered security breaches of its websites, email, cellphones, and other systems related to the operations of the business. On March
31, 2021, we suffered a security breach which resulted in a loss of 29 bitcoin (approximately $1.7 million of market value). We have
initiated two independent investigations of the attack with the assistance of law enforcement and outside counsel. See also Management Discussion and Analysis of Financial Condition and Results of Operations on page 31. Historically, stolen Bitcoin, crypto
assets of multiple types, and cash have been difficult to recover by law enforcement or other means due to their fundamental nature
as fungible instruments of value. At this time, we have no information if the stolen crypto assets can be recovered. The
Company’s losses may negatively affect an investment in the Company’s shares.

Crypto assets and funds that the Company
holds on Bitcoin exchanges could be lost, stolen, or otherwise impaired.

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 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, the Company had assets of less than $10,000 on the Quadriga
Exchange in Canada when Quadriga filed for bankruptcy protection following the death of its Chief Executive Officer and subsequent discovery
of its insolvency. In addition, while not applicable to the Company’s operations, 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. 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.

Our lack of insurance protection could
adversely impact our business, operating results, and financial condition.

The crypto assets held by us are not insured.
We also do not rely on insurance carriers to insure losses resulting from a breach of our physical security, cyber security, or by employee
or service provider theft since we do not carry crime and specie insurance. We only maintain a general liability insurance which does
not cover crypto assets or breaches described above. Therefore, we may suffer a loss which is not covered by insurance in damages. 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 Company operates in locations outside of
the United States and, as such, is subject additional risks with respect to enforcement of its contractual rights.

We currently operate and intend to grow our operations in a number
of jurisdictions outside of the United States. Laws and business practices that favor local competitors or prohibit or limit foreign ownership
of certain businesses, or our failure to adapt our practices, systems, processes, and business models effectively to the traveler and
supplier preferences (as well as the regulatory and tax landscapes) of each country into which we expand, could impede our ability to
enter into, negotiate or enforce contracts in those markets. In addition to the other risks described in this prospectus, our company’s
international operations would be subject to numerous other risks, including, but not limited to, weaker enforcement of our company’s
contractual rights, longer payment cycles, and difficulties in collecting accounts receivable.

The countries, we operate in, may or may
not have stable economies, stable banking sectors, or stable governments which may or may not permit us to repatriate profits, maintain
ownership of our business or its assets, or continue operations.

From time to time, certain governments have
seized foreign companies, their assets, and or their operations. It is possible for us to face significant losses if such an event occurs,
either specific to us or broadly across the entire country or industry in which we operate. We may, for example no longer be permitted
to purchase additional crypto assets, or operate our machines, or return capital or profits to our parent company in the United States.
This may result in a total and complete loss of our assets within that country as well as further costs to continue to pay our existing
liabilities within that country.

The countries we operate in may not have
stable governments or may face significant political, social, or civil unrest.

The countries where the Company operates,
or may choose to operate in the future, may face significant periods of political, military, social, or civil unrest. This may result
in the destruction of the Company’s property, the destruction of the Company’s other assets, or other harm to the Company
and its personnel, which may cause losses or for the Company to incur significant liabilities. Nationalization of certain industries
has occurred in some of the countries where Athena currently operates. The loss of access to those nationalized assets may adversely
impact an investment in the Shares.

Fluctuations in currency exchange rates
could harm our operating results and financial condition.

Revenue generated and expenses incurred from our
international operations are often denominated in the currencies of the local countries. Accordingly, changes in the value of foreign
currencies relative to the U.S. dollar can affect our revenue and operating results reflected in our U.S. dollar-denominated consolidated
financial statements. Our financial results are also subject to changes in exchange rates that impact the settlement of transactions in
non-local currencies. As a result, it could be more difficult to detect underlying trends in our business and operating results. To the
extent that fluctuations in currency exchange rates cause our operating results to differ from the expectations of investors, the market
price of the Shares could be adversely impacted. To date, we have not engaged in currency hedging activities to limit the risk of exchange
fluctuations. Even if we use derivative instruments to hedge exposure to fluctuations in foreign currency exchange rates, the use of such
hedging activities may not offset any or more than a portion of the adverse financial effects of unfavorable movements in foreign exchange
rates over the limited time the hedges are in place and may introduce additional risks if we are unable to structure effective hedges
with such instruments.

Adverse economic conditions may affect
our business.

Our performance is subject to general economic
conditions, and their impact on the digital currency markets and our customers. The United States and other international economies have
experienced cyclical downturns from time to time in which economic activity declined resulting in lower consumption rates, restricted
credit, reduced profitability, weaknesses in financial markets, bankruptcies, and overall uncertainty with respect to the economy. The
impact of general economic conditions on the Company is highly uncertain and dependent on a variety of factors, including global adoption
of cryptocurrencies, central bank monetary policies, and other events beyond our control. Geopolitical developments, such as trade wars
and foreign exchange limitations can also increase the severity and levels of unpredictability globally and increase the volatility of
global financial and digital currency markets. To the extent that conditions in the general economic and digital currency markets materially
deteriorate, our ability to attract and retain customers may suffer. 

The COVID-19 pandemic could have an adverse
effect on our business, operating results, and financial condition.

We are responding to the global outbreak of
COVID-19 by taking steps to mitigate the potential risks to us posed by its spread and the impact of the restrictions put in place by
governments to protect their populations. Our employees and service providers have transitioned to work-from-home. This subjects us to
heightened operational risks. For example, technologies in our employees’ and service providers’ homes may not be as robust
as in our offices and could cause the networks, information systems, applications, and other tools available to employees and service
providers to be more limited or less reliable than in our offices. Further, the security systems in place at our employees’ and
service providers’ homes may be less secure than those used in our offices, and while we have implemented technical and administrative
safeguards to help protect our systems as our employees and service providers work from home, we may be subject to increased cybersecurity
risk, which could expose us to risks of data or financial loss, and could disrupt our business operations. There is no guarantee that
the data security and privacy safeguards we have put in place will be completely effective or that we will not encounter risks associated
with employees and service providers accessing company data and systems remotely. We also face challenges due to the need to operate
with the remote workforce and are addressing those challenges to minimize the impact on our ability to operate.

In addition, the continued spread of COVID-19
and the imposition of related public health measures have resulted in, and is expected to continue to result in, increased difficulty
in retail or in-store operations, including our ability to ship, install, and maintain our Bitcoin ATM fleet. Some of the retail locations,
such as shopping malls, where we have placed our Bitcoin ATMs have closed either permanently or temporarily due to the spread of COVID-19
and the subsequent response by governments and businesses. We also rely on third party service providers, including our armored car services,
to perform certain functions. Any disruptions to a service providers’ business operations resulting from business restrictions,
quarantines, or restrictions on the ability of personnel to perform their jobs could have an adverse impact on our service providers’
ability to provide services to us. The continued spread of COVID-19 and efforts to contain the virus could result in the death of our
customers or employees, adversely impact our strategic business plans and growth strategy, reduce demand for or availability of our products
and services, reduce the availability and productivity of our employees, service providers, and third-party resources, cause us to experience
an increase in costs due to emergency measures, and otherwise adversely impact our business.

Risk Factors
Related to Our Operations in El Salvador

Expansion of business operations in El
Salvador may not produce the positive results as planned.

We have established significant operations
in El Salvador to support the country’s efforts to use Bitcoin as legal tender. However, there are many factors that could disrupt
the implementation of Bitcoin Law in El Salvador, and as a result, our operations in El Salvador. Any of such disruptions can have a negative
impact on the financial position of the Company. They could jeopardize our expansion plan and be detrimental to our business.

Those risks, as summarized below include:

Political and economic developments in
El Salvador may adversely affect Bitcoin Law.

El Salvador’s Bitcoin Law has been greeted with
skepticism from both Salvadorans and international financial institutions. The population might not fully embrace Bitcoin. Requiring
every business to accept Bitcoin for goods and services without adequate access to technology, may be a difficult obstacle to overcome
and Bitcoin Law can be changed if it remains unpopular under a successor administration. Any of these concerns could disrupt our
operations in El Salvador and have a negative impact on the financial position of the Company. Although several political leaders around
the globe have voiced support for the Bitcoin Law enacted by El Salvador, and cryptocurrencies such as Bitcoin are widely used and accepted
as forms of payment in many countries, only one other government (Central African Republic) has taken official steps to adopt Bitcoin
as legal tender.

There is political discontent in El Salvador
with President Bukele’s ouster of Supreme Court judges and the potential for the president to seek a second consecutive term. The
presidential period is five years in El Salvador. Consecutive re-election is not permitted, though previously elected presidents may
run for a second, non-consecutive term. Recently, El Salvador’s top court and its election authority have removed what seemed
to be a constitutional ban on consecutive presidential reelection, setting the stage for President Nayib Bukele to potentially seek
a second term in 2024. If there is a change in El Salvador’s administration after 2024, it may negatively affect Bitcoin Law
and our operations in El Salvador.

Our contracts with the El Salvador government
may be negatively impacted

We have entered into agreements with El Salvador’s
Treasury department, 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 (as of fiscal year end December 31, 2021), importing
and delivering 950 Chivo POS terminals for local businesses in El Salvador to transact with Bitcoin, and developing and maintaining the
software for the Chivo digital wallet. Each obligation comes with its own set of operational risks in addition to risks set forth herein,
including but not limited to the volatile nature of crypto assets, data breach and crypto hacks, fraud conducted by users of the services
offered by the government of El Salvador, changes in U.S. and foreign laws and regulations, talent acquisition and retention, and general
economic conditions. If we fail to fulfil our contractual obligations, our agreements may be terminated which may negatively impact
our financial standing and reputation. Our current agreements may also be modified or terminated by El Salvador’s Department of
Treasury for any reason including but not limited to regime change, additional competition, and loss of political support. Any such unfavorable
change in our business operations in El Salvador, including the termination of any contracts with the government of El Salvador, would
adversely affect our revenues and profitability, and could negatively affect an investment in our shares of common stock.

Risk Factors Related to the Bitcoin Network,
Wallets, Bitcoin, and Crypto Assets

Bitcoin, and most other crypto assets based
on public key cryptography, are controllable only by the possessor of both the unique public key and private key relating to the local
or online digital wallet in which the bitcoin are held.

While the Bitcoin Network, and similar blockchain
protocol networks, require a public key relating to a digital wallet to be published when used in a spending transaction, private keys
must be safeguarded and kept private in order to prevent a third party from accessing the bitcoin held in such wallet. To the extent a
private key is lost, destroyed, or otherwise compromised and no backup of the private key is accessible, Athena will be unable to access
the Bitcoin, or other digital currency, held in the related digital wallet. Any loss of private keys relating to digital wallets used
to store Athena’s Bitcoin, or other crypto assets, could adversely affect an investment in the Shares.

The future and development of the Bitcoin
Protocol and other blockchain technologies are subject to a variety of factors that are difficult to evaluate.

The further development and acceptance of
the Bitcoin Network and other cryptographic and algorithmic protocols governing the issuance of transactions in bitcoin and other crypto
asset, which represent a new and rapidly changing industry, are subject to a variety of factors that are difficult to evaluate. Athena
does not participate in the development of the Bitcoin Network and has little to no influence over the software developers who write
the code or the miners who run the Bitcoin Network. The slowing or stopping of the development or acceptance of the Bitcoin Network may
adversely affect an investment in the Shares.

Tether is a token issued by a private company
and may not have any intrinsic value.

Tether is a “stablecoin” and the
price of one Tether has historically been about one U.S. dollar. Stablecoins are digital 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, such as the U.S. dollar.
According to the official Tether website, as of May 5, 2021, approximately $25.3 billion worth of U.S. Dollar Tether (“USDT”)
has been issued by a smart contract on the Ethereum network as an ERC-20-compatible token. Some have argued that some stablecoins, particularly
Tether, are improperly issued without sufficient backing, and have also argued that those associated with certain stablecoins 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. Volatility in stablecoins, operational issues with stablecoins (for example, technical issues
that prevent settlement), concerns about the sufficiency of any reserves that support stablecoins, or regulatory concerns about stablecoin
issuers or intermediaries, such as crypto asset spot markets, that support stablecoins, could impact any individual’s willingness
to purchase Tether from the Company and may adversely affect an investment in the Shares.

A temporary or permanent blockchain “fork”
to any supported crypto asset could adversely affect our business.

Blockchain protocols, including Bitcoin,
Ethereum, and Litecoin, are open source. Any user can download the software, modify it, and then propose that Bitcoin, Ethereum, Litecoin,
or other blockchain protocols users and miners adopt the modification. When a modification is introduced and a substantial majority of
users and miners consent to the modification, the change is implemented and the Bitcoin, Ethereum, Litecoin, or other blockchain protocol
networks, as applicable, remain uninterrupted. However, if less than a substantial majority of users and miners consent to the proposed
modification, and the modification is not compatible with the software prior to its modification, the consequence would be what is known
as a “fork” (i.e., “split”) of the impacted blockchain protocol network and respective blockchain, with one prong
running the pre-modified software and the other running the modified software. The effect of such a fork would be the existence of two
parallel versions of the Bitcoin, Ethereum, Litecoin, or other blockchain protocol network, as applicable, running simultaneously, but
with each split network’s crypto asset lacking interchangeability.

Both Bitcoin and Ethereum protocols have been
subject to “forks” that resulted in the creation of new networks, including Bitcoin Cash ABC, Bitcoin Cash SV, Bitcoin Diamond,
Bitcoin Gold, Ethereum Classic, and others. Some of these forks have caused fragmentation among platforms as to the correct naming convention
for forked crypto assets. Due to the lack of a central registry or rulemaking body, no single entity can dictate the nomenclature of forked
crypto assets, causing disagreements and a lack of uniformity among platforms on the nomenclature of forked crypto assets, and which results
in further confusion to customers as to the nature of assets they hold on platforms. In addition, several of these forks were contentious
and as a result, participants in certain communities may harbor ill will towards other communities. As a result, certain community members
may take actions that adversely impact the use, adoption, and price of Bitcoin, Ethereum, Litecoin, or any of their forked alternatives.

Furthermore, hard forks can lead to new security
concerns. For instance, when the Ethereum and Ethereum Classic networks split in July 2016, replay attacks, in which transactions from
one network were rebroadcast on the other network to achieve “double-spending”, plagued platforms that traded Ethereum through
at least October 2016, resulting in significant losses to some crypto asset platforms. Similar replay attacks occurred in connection
with the Bitcoin Cash and Bitcoin Cash SV network split in November 2018. Another result of a hard fork is an inherent decrease in the
level of security due to the splitting of some mining power across networks, making it easier for a malicious actor to exceed 50% of
the mining power of that network, thereby making crypto assets that rely on proof-of-work more susceptible to attack, as has occurred
with Ethereum Classic.

Future forks may occur at any time. A fork
can lead to a disruption of networks and our information technology systems, cybersecurity attacks, replay attacks, or security weaknesses,
any of which can further lead to temporary or even permanent loss of our assets.

From time to time, we may encounter technical
issues in connection with the integration of supported crypto assets and changes and upgrades to their underlying networks, which could
adversely affect our business.

To support any crypto asset or blockchain token,
a variety of front and back-end technical and development work is required to implement our wallet, custody, pricing, transfer, accounting,
and other solutions for our Bitcoin ATM fleet, and to integrate such supported crypto asset with our existing infrastructure. For certain
crypto assets, a significant amount of development work is required and there is no guarantee that we will be able to integrate successfully
with any existing or future crypto asset, token, or stable coin. In addition, such integration may introduce software errors or weaknesses
into our platform, including our existing infrastructure. Even if such integration is initially successful, any number of technical changes,
software upgrades, soft or hard forks, cybersecurity incidents, or other changes to the underlying blockchain network may occur from time
to time, causing incompatibility, technical issues, disruptions, or security weaknesses to our platform. If we are unable to identify,
troubleshoot and resolve any such issues successfully, we may no longer be able to support such crypto assets, our assets may be frozen
or lost, the security of our crypto asset wallets may be compromised, and technical infrastructure may be affected, all of which could
adversely impact our business.

If miners or validators of any crypto
asset network, either that we provide to customers or hold for other reasons, demand high transaction fees, our operating results may
be adversely affected.

We pay miner fees when transmitting crypto assets
including Bitcoin to customers upon completion of their purchase. In addition, we also pay miner fees when we move crypto assets for various
operational purposes, such as when we transfer Bitcoin between our regional wallets. However, miner fees can be unpredictable. For instance,
in 2017, Bitcoin miner fees increased from approximately $0.35 per transaction in January 2017 to over $50 per transaction in December
2017. Even though Bitcoin’s miner fees have since decreased to $18 per transaction as of March 4, 2021, if the demand for Bitcoin
remains at current levels, we could experience high costs in excess of our historical performance. Although we attempt to adjust our pricing
to pass through these expenses to our customers, we have in the past incurred, and expect to incur from time to time, losses associated
with the payment of miner fees in excess of what we charge our customers, resulting in adverse impacts on our operating results.

We are subject to an extensive and rapidly
evolving regulatory environment, and if a particular crypto asset we transact or transacted in is characterized as a “security”,
we may be subject to regulatory scrutiny, investigations, fines, and other penalties, which may adversely affect our business, operating
results, and financial condition.

The SEC and its staff have taken the position
that certain crypto assets fall within the definition of a “security” under the U.S. federal securities laws. The legal test
for determining whether any given crypto asset is a security is a highly complex, fact-driven analysis that evolves over time, and the
outcome is difficult to predict. The SEC generally does not provide advance guidance or confirmation on the status of any particular
crypto asset as a security. Furthermore, 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. 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. Moreover, such
statements are not official policy statements by the SEC and reflect only the speakers’ views, which are not binding on the SEC
or any other agency or court and cannot be generalized to any other crypto asset. With respect to all other crypto assets, there is currently
no certainty under the applicable legal test that such assets are not securities, notwithstanding the conclusions we may draw based on
our risk-based assessment regarding the likelihood that a particular crypto asset could be deemed a “security” under applicable
laws. Similarly, though the SEC’s Strategic Hub for Innovation and Financial Technology published a framework for analyzing whether
any given crypto asset is a security in April 2019, this framework is also not a rule, regulation or statement of the SEC and is not
binding on the SEC.

We currently offer only Bitcoin, Ethereum, Litecoin,
and BCH for sale at all our ATM machines. We also operate an over-the-counter (“OTC”) desk for private clients and trade
customers of the Company. Since 2019, we have been typically buying and selling Bitcoin through our OTC desk, but we have also facilitated
transactions in Ethereum, Litecoin, and in some cases : Ankr (1 transaction in 2021), Monero (1 transaction in 2019), Bitcoin SV
(1 transaction in each 2019 and 2020), Ripple (1 transaction in 2019), Siacoin (3 transactions in 2019), Tether (5 transactions in
2021, 5 transactions in 2022), and Tron (1 transaction in 2019). As of the date of this prospectus, we do not transact, or make offers
to transact to our customers, in any crypto assets except Bitcoin, Ethereum, Tether, Litecoin, and BCH. We will update this prospectus
if we decide to transact in other crypto assets. Such a change would only happen if there were significant customer demand for a specific
crypto asset and that crypto asset was available to us through multiple trading partners, digital asset exchanges and digital asset brokers.

The classification of a crypto asset as a security
under applicable law has wide-ranging implications for the regulatory obligations that flow from the offer, sale, trading, and clearing
of such assets. For example, a crypto asset that is a security in the United States may generally only be offered or sold in the United
States pursuant to a registration statement filed with the SEC or in an offering that qualifies for an exemption from registration. Persons
that effect transactions in crypto assets that are securities in the United States may be subject to registration with the SEC as a “broker”
or “dealer.” Platforms that bring together purchasers and sellers to trade crypto assets that are securities in the United
States are generally subject to registration as national securities exchanges, or must qualify for an exemption, such as by being operated
by a registered broker-dealer as an alternative trading system, or ATS, in compliance with rules for ATSs. Persons facilitating clearing
and settlement of securities may be subject to registration with the SEC as a clearing agency. If Bitcoin, Ether, Litecoin, and BCH
or any other crypto asset we transacted in the past as listed above, is deemed to be a security under any U.S. federal, state, or foreign
jurisdiction, or in a proceeding in a court of law or otherwise, it may have adverse consequences for such supported crypto asset (if
it is still being used in our transactions) or for our Company if it is determined that certain securities laws were violated and we
may be subject to regulatory scrutiny, investigation and penalties. Moreover, the networks on which such supported crypto assets are
utilized may be required to be regulated as securities intermediaries, and subject to applicable rules, which could effectively render
the network impracticable for its existing purposes. Further, it could draw negative publicity and a decline in the general acceptance
of the crypto asset. Also, it may make it difficult for such supported crypto asset to be traded, cleared, and custodied as compared
to other crypto asset that are not considered to be securities. Additionally, new laws, regulations, or interpretations may result in litigation, regulatory investigations, and enforcement or other actions, including preventing or delaying us from offering
certain products or services, or could impact how we offer such products and services. Foreign jurisdictions may have similar regulations
and licensing, registration, and qualification requirements.

The regulations that govern our primary
business operations are in flux and could change in unpredictable ways that negatively affect our business operations, demand for our
services, or our financial position.

Current regulations acknowledge and allow for
companies to sell Bitcoin and other crypto assets in the United States and other countries where Athena operates. If regulations change
to disallow the sale of Bitcoin or other crypto assets such a change could have a negative impact on revenues and adversely affect an
investment in the Shares. Current regulations require Know Your Customer (“KYC”) information be collected as part of a Customer
Information Program (“CIP”). If regulations change and require significantly more information to be collected from customers,
this change may have a negative impact on customer behavior and could adversely affect an investment in the Shares.

Sanctions could cause us to cease operations
in foreign countries or dealings with foreign citizens.

Sanctions, such as those promulgated by the U.S.
Department of Treasury, could be brought against countries where the Company operates, or against citizens of certain countries regardless
of where they reside. Ceasing operations in such a country would have a negative impact on revenues and the Company may also incur
extraordinary costs which may adversely impact an investment in the Shares.

Heightened scrutiny by regulators could
be detrimental to the operations of the Company or its brand image.

Our existing operations and any future operations
or investments may become the subject of heightened scrutiny by regulators, stock exchanges and other authorities in the United States
or globally. As a result, we may be subject to significant direct and indirect interaction with public officials. There can be no assurance
that this heightened scrutiny will not in turn lead to the imposition of certain restrictions on our ability to operate or invest in
the United States or any other jurisdiction, in addition to those described herein. Further any negative connotations directed at the
Company by such public officials could be detrimental to the Company’s brand image and adversely impact an investment in the Shares.

We or our assets may become subject to
federal and state asset forfeiture laws which could negatively impact our business operations or financial position.

Violations of any federal laws and regulations
could result in significant fines, penalties, administrative sanctions, convictions, or settlements arising from civil proceedings conducted
by either the federal government or private citizens, or criminal charges, including, but not limited to, seizure of assets, disgorgement
of profits, cessation of business activities or divestiture.

As an entity that conducts business in cash
(physical currency), we are potentially subject to federal and state forfeiture laws (criminal and civil) that permit the government
to seize the proceeds of suspected criminal activity. Civil forfeiture laws could provide an alternative for the federal government or
any state (or local police force) that wants to discourage residents from conducting transactions with crypto asset related businesses.
Also, an individual can be required to forfeit property suspected to be the proceeds of a crime even if the individual is not charged
or convicted of a crime. Many law enforcement agencies consider large amounts of cash to be suspicious of criminal activity and have
been known to seize such property when discovered. Any seizure or forfeiture of the Company’s assets, even if only temporary, could
disrupt its normal operations or financial position and negatively affect an investment in the Shares.

Regulators and payment processors have
historically taken actions relating to access to banking services, which could materially adversely affect our business.

Actions by the U.S. Department of Justice (the
“Justice Department”), the Federal Deposit Insurance Corporation, (“FDIC”), and certain state regulators
beginning in 2013, referred to as “Operation Choke Point,” appear to have been intended to discourage banks and payment processors
from providing access to banking for certain businesses that are considered high-risk. This heightened regulatory scrutiny by
the Justice Department, the FDIC and other regulators has caused various banks and payment processors to cease doing business with Bitcoin
ATM companies or companies who do business with Bitcoin ATM companies, without consideration of the actual risk to the banks or processors,
simply to avoid heightened federal and state regulatory scrutiny. The operation was officially ended in August 2017; however, future discouragement
by the Justice Department, the FDIC, or the Office of the Comptroller of the Currency (“OCC”) could cause the Company, or
its service providers including locations where the Company places its fleet of Bitcoin ATMs, to have restricted access to the U.S. financial
system as provided by banks, payment providers, or other financial intermediaries, and that could have a negative impact on the Company’s
operations, its ability to perform its contractual obligations, or its financial position.

If the Company is unable to satisfy data
protection, security, privacy, and other government- and industry-specific requirements, its growth could be harmed.

There are several data protections, security,
privacy, and other government and industry-specific requirements, including those that require companies to notify individuals of data
security incidents involving certain types of personal data, enacted across various jurisdictions globally. In addition, our agreements
to deliver software may have requirements for the protection of user data. Security compromises or cyberattacks could harm the Company’s
reputation, erode market confidence in the effectiveness of its security measures and reliability of its endorsements, negatively impact
its ability to attract new clients, or cause clients to stop using the Company’s services.

The nature of our business requires the
application of complex financial accounting rules, and there is limited guidance from accounting standard setting bodies. If financial
accounting standards undergo significant changes, our operating results could be adversely affected.

The accounting rules and regulations that we must
comply with are complex and subject to interpretation by the Financial Accounting Standards Board (the “FASB”), the SEC, and
various bodies formed to promulgate and interpret appropriate accounting principles. In addition to the United States, the Company operates
in several Latin American countries that may or may not offer similar accounting treatments to some of the Company’s transactions.
This could have a significant effect on the ability of the Company to offer comparable results segmented by country in the future. A change
in these principles or interpretations could have a significant effect on our reported financial results and may even affect the reporting
of transactions completed before the announcement or effectiveness of a change. Recent actions and public comments from the FASB and the
SEC have focused on the integrity of financial reporting and internal controls. In addition, many companies’ accounting policies
are being subject to heightened scrutiny by regulators and the public. Further, there has been limited precedents for the financial accounting
of crypto assets and related valuation and revenue recognition, and no official guidance has been provided by the FASB or the SEC. As
such, there remains significant uncertainty on how companies can account for crypto asset transactions, crypto asset balances, derivatives
and liabilities denominated in crypto asset tokens, and related revenue and expense. Uncertainties in or changes to regulatory or financial
accounting standards could result in the need to change our accounting methods and restate our financial statements and impair our ability
to provide timely and accurate consolidated financial information, which could adversely affect our financial statements, result in a
loss of investor confidence, and more generally impact our business, operating results, and financial position.

Risk Factors Related to Intellectual
Property

Our intellectual property rights are
valuable, and any inability to protect them could adversely impact our business, operating results, and financial condition.

Our business depends in large part on our
proprietary technology and our brand. We rely on, and expect to continue to rely on, a combination of trademark, trade dress, domain
name, copyright, and trade secret and laws, as well as confidentiality and license agreements with our employees, contractors, consultants,
and third parties with whom we have relationships, to establish and protect our brand and other intellectual property rights. However,
our efforts to protect our intellectual property rights may not be sufficient or effective. Our proprietary technology and trade secrets
could be lost through misappropriation or breach of our confidentiality and license agreements, and any of our intellectual property
rights may be challenged, which could result in them being narrowed in scope or declared invalid or unenforceable. There can be no assurance
that our intellectual property rights will be sufficient to protect against others offering products, services, or technologies that
are substantially like ours and that compete with our business.

We may in the future be sued by third
parties for alleged infringement of their proprietary rights.

In recent years, there has been considerable
patent, copyright, trademark, domain name, trade secret and other intellectual property development activity in the crypto economy, as
well as litigation, based on allegations of infringement or other violations of intellectual property, including by large financial institutions.
Furthermore, individuals and groups (collectively “patent trolls”) can purchase patents and other intellectual property assets
for the purpose of making claims of infringement to extract settlements from companies like ours. Our use of third-party intellectual
property rights also may be subject to claims of infringement or misappropriation. We cannot guarantee that our internally developed
or acquired technologies and content do not or will not infringe the intellectual property rights of others. From time to time, our competitors
or other third parties may claim that we are infringing upon or misappropriating their intellectual property rights, and we may be found
to be infringing upon such rights. Any claims or litigation could cause us to incur significant expenses and, if successfully asserted
against us, could require that we pay substantial damages or ongoing royalty payments, prevent us from offering our products or services
or using certain technologies, force us to implement expensive workarounds, or impose other unfavorable terms. We expect that the occurrence
of infringement claims is likely to grow as the market grows and matures. Accordingly, our exposure to damages resulting from infringement
claims could increase and this could further exhaust our financial and management resources. Further, during any litigation, we may make
announcements regarding the results of hearings and motions, and other interim developments. If securities analysts and investors regard
these announcements as negative, the market price of our common stock may decline. Even if intellectual property claims do not result
in litigation or are resolved in our favor, these claims, and the time and resources necessary to resolve them, could divert the resources
of our management and require significant expenditures. Any of the foregoing could prevent us from competing effectively and could have
an adverse effect on our business, operating results, and financial condition and negatively affect an investment in the Shares.

Risk Factors Related to Our Employees
and Other Service Providers

Our management team has limited experience
managing a public company.

Our management team has limited experience managing
a publicly traded company, interacting with public company investors, and complying with the increasingly complex laws pertaining to public
companies. Our management team may not successfully or efficiently manage our transition to being a public company subject to significant
regulatory oversight and reporting obligations under the federal securities laws and the continuous scrutiny of securities analysts, Reddit
commenters, Twitter posters, and investors. These new obligations and constituents will require significant attention from our senior
management and could divert their attention away from the day-to-day management of our business, which could adversely affect our business,
operating results, and financial position.

The loss of one or more of our key personnel,
or our failure to attract and retain other highly qualified personnel in the future, could adversely impact our business, operating results,
and financial position.

We operate in a new industry that is not widely
understood and requires highly skilled and technical personnel. We believe that our future success is highly dependent on the talents
and contributions of our senior management team, including Eric Gravengaard, our co-founder and Chief Executive Officer, members of our
executive team, and other key employees across operations, customer support, finance, and compliance. Our future success depends on our
ability to attract, develop, motivate, and retain highly qualified and skilled employees. Due to the nascent nature of the Bitcoin ATM
market, the pool of qualified talent is extremely limited, particularly with respect to executive talent, engineering, cross-border operations,
risk management, and financial regulatory expertise. We face intense competition for qualified individuals from numerous software, finance
and other technology companies. To attract and retain key personnel, we incur significant costs, including salaries, benefits and equity
incentives. Even so, these measures may not be enough to attract and retain the personnel we require to operate our business effectively.
The loss of even a few qualified employees, or an inability to attract, retain and motivate additional highly skilled employees required
for the planned expansion of our business could adversely impact our operating results and impair our ability to grow.

We currently rely and are dependent on
one third-party service provider for certain aspects of our operations, and any interruptions in services provided by that third party
may impair our ability to support our customers.

We rely on and are dependent on one third party,
Genesis Coin, in connection with many aspects of our business operations, including primarily the supply of our Bitcoin ATMs and the
development of related software systems that provide advanced security protections, which are critical to our operations. Although
we use other suppliers of Bitcoin ATMs, primarily outside the U.S., our main income is generated by the ATMs that we purchase from Genesis
Coin. Because we rely heavily on one third party to provide these services and to facilitate certain of our business activities, we face
increased operational risks. We do not control the operation of that third party. That third party may be subject to financial, legal,
regulatory, and labor issues, cybersecurity incidents, break-ins, computer viruses, denial-of-service attacks, sabotage, acts of vandalism,
privacy breaches, service terminations, disruptions, interruptions, and other misconduct. They may also be vulnerable to damage or interruption
from human error, power loss, telecommunications failures, fires, floods, earthquakes, hurricanes, tornadoes, pandemics (including the
COVID-19 pandemic) and similar events. In addition, we do not have a written contract with that third party and our relationship is based
on oral agreement and previous working relationship. That third party may breach such oral agreement with us, refuse to continue to provide
their services to us, take actions that degrade the functionality of our services, impose additional costs or requirements on us, or
give preferential treatment to competitors. There can be no assurance that such third party that provides services to us will continue
to do so on acceptable terms, or at all. If such a third party does not adequately or appropriately provide its services or perform its
responsibilities to us, we may be unable to procure alternatives in a timely and efficient manner and on acceptable terms, or at all,
and we may be subject to business disruptions, losses or costs to remediate any of the deficiencies, customer dissatisfaction, reputational
damage, legal or regulatory proceedings, or other adverse consequences which could harm our business.

In the event of employee or service provider
misconduct or error, our business may be adversely impacted.

Employee or service provider misconduct or error
could subject us to legal liability, financial losses, and regulatory sanctions and could seriously harm our reputation and negatively
affect our business. Such misconduct could include engaging in improper or unauthorized transactions or activities, misappropriation
of funds, identity theft, misappropriation of information, failing to supervise other employees or service providers, and improperly
using confidential information. Employee or service provider errors, including mistakes in executing, recording, or processing transactions
for customers, could expose us to the risk of material losses even if the errors are detected. Although we have implemented processes
and procedures and provide trainings to our employees and service providers to reduce the likelihood of misconduct and error, these efforts
may not be successful. Moreover, the risk of employee or service provider error or misconduct may be even greater for novel products
and services. It is not always possible to deter misconduct, and the precautions we take to prevent and detect such activities may not
be effective in all cases. If we were found to have not met our regulatory oversight, compliance and other obligations, we could be subject
to regulatory sanctions, financial penalties, and restrictions on our activities for failure to properly identify, monitor and
respond to potentially problematic activity and seriously damage our reputation. Our employees, contractors, and agents could also commit
errors that subject us to financial claims for negligence, as well as regulatory actions, or result in financial liability. Further,
allegations by regulatory or criminal authorities of improper trading activities could affect our brand and reputation.

Our officers, directors, employees, and
large shareholders may encounter potential conflicts of interests with respect to their positions or interests in certain crypto assets,
projects, entities, and other initiatives, which could adversely affect our business and reputation.

We frequently engage in a wide variety of transactions
and maintain relationships with a significant number of other firms in the broad economy surrounding Bitcoin, blockchain and crypto assets.
These transactions and relationships could create potential conflicts of interests in management decisions that we make. For instance,
certain of our officers, directors, and employees are active investors in crypto projects themselves, and may make investment decisions
that favor projects that they have personally invested in. Many of our large shareholders also make investments in these crypto projects.

Similarly, certain of our directors, officers,
employees, and large shareholders may hold crypto assets or have other beneficial ownership of sponsors of such crypto assets, tokens,
or stable coins that we are considering supporting with our Bitcoin ATM fleet and may be more supportive of such listing notwithstanding
legal, regulatory, and other issues associated with such crypto assets. If we fail to manage these conflicts of interests, our business
may be harmed and the brand, reputation and credibility of our company may be adversely affected.

Risk Factors Related to Ownership of
Our Common Stock

Our founders, officers, single major shareholder,
and directors control, and will continue to control, our Company for the foreseeable future, including the outcome of matters requiring
shareholder approval.

Our founders, officers, single major shareholder,
and directors collectively beneficially own approximately 69% of our outstanding shares of common stock. As a result, such individuals
will, for the foreseeable future, have the ability, acting together, to control the election of our directors and the outcome of corporate
actions requiring shareholder approval, such as: (i) a merger or a sale of our company, (ii) a sale of all or substantially all of our
assets, and (iii) amendments to our articles of incorporation and bylaws. 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 and be
disadvantageous to our shareholders with interests different from those entities and individuals. Certain of these individuals also have
significant control over our business, policies and affairs as officers or directors of our Company. In addition, Messrs. Gravengaard
and Komaransky, have ability to control who is elected to our board of directors pursuant to the voting agreement, as amended, they entered
into. See “Management and Certain Security Holders” for further discussion of the board of directors’
structure and principal shareholders’ agreements. Therefore, you should not invest in reliance on your ability to have any control
over our Company.

Our securities may be treated as “Penny
Stocks” that may make them less desirable or accessible by investors or potential investors.

Rule 15g-9 under the Securities Exchange Act
of 1934, as amended (the “Exchange Act”) establishes the definition of a “penny stock,” for the purposes relevant
to us, as any equity security that has a market price of less than $5.00 per share or with an exercise price of less than $5.00 per share,
subject to certain exceptions. For any transaction involving a penny stock, unless exempt, the rules require: (a) that a broker or dealer
must approve a person’s account for transactions in penny stocks; and (b) the broker or dealer must receive from
the investor a written agreement to the transaction, setting forth the identity and quantity of the penny stock to be purchased.

In order to approve a person’s account
for transactions in penny stocks, the broker or dealer must: (a) obtain financial information and investment experience objectives of
the person and (b) make a reasonable determination that the transactions in penny stocks are suitable for that person and the person
has sufficient knowledge and experience in financial matters to be capable of evaluating the risks of transactions in penny stocks.

The broker or dealer must also deliver, prior
to any transaction in a penny stock, a disclosure schedule prescribed by the SEC relating to the penny stock market, which, in highlight
form: (a) sets forth the basis on which the broker or dealer made the suitability determination; and (b) confirms that the broker or
dealer received a signed, written agreement from the investor prior to the transaction. Generally, brokers may be less willing to execute
transactions in securities subject to the “penny stock” rules. This may make it more difficult for investors to dispose of
our common stock and cause a decline in the market value of our common stock.

Disclosure also has to be made about the risks
of investing in penny stocks in both public offerings and in secondary trading and about the commissions payable to both the broker or
dealer and the registered representative, current quotations for the securities and the rights and remedies available to an investor
in cases of fraud in penny stock transactions. Finally, monthly statements have to be sent disclosing recent price information for the
penny stock held in the account and information on the limited market in penny stocks. Management believes that the penny stock rules
could discourage investor interest in and limit the marketability of our Shares.

Changes in accounting principles and guidance,
or their interpretation, could result in unfavorable accounting charges or effects, including changes to our previously filed financial
statements, which could cause our stock price to decline.

We prepare our consolidated financial statements
in accordance with U.S. generally accepted accounting principles (“GAAP”). These principles are subject to interpretation
by the SEC and various bodies formed to interpret and create appropriate accounting principles and guidance. A change in these principles
or guidance, or in their interpretations, may have a significant effect on our reported results and retroactively affect previously reported
results.

Our Shares are subject to FINRA sales practice
requirements that may make them less desirable or accessible by investors or potential investors.

The U.S. Financial Industry Regulatory Authority
(“FINRA”) has adopted rules that require a broker-dealer to have reasonable grounds for believing that an investment is suitable
for a customer before recommending an investment to a customer. Prior to recommending speculative, low priced securities to non-institutional
customers, broker-dealers must make reasonable efforts to obtain information about the customer’s financial status, tax status, investment
objectives, and other information. Pursuant to the interpretation of these rules, FINRA believes that there is a high probability that
speculative, low priced securities will not be suitable for at least some customers. Thus, the FINRA requirements make it more difficult
for broker-dealers to recommend the Common Shares to customers which may limit an investor’s ability to buy and sell the Common Shares,
have an adverse effect on the market for the Common Shares, and thereby negatively impact the price of the Common Shares.

Our Shares may be subject to dilution.

We may make future acquisitions or enter financings
or other transactions involving the issuance of securities of the Company which may be dilutive to the other shareholders and any new
equity securities issued could have rights, preferences, and privileges superior to those of holders of Common Shares.

We have never paid dividends on our common
stock and have no plans to do so in the future.

Holders of shares of our common stock are
entitled to receive such dividends as may be declared by our board of directors. To date, we have paid no cash dividends on our shares
of common stock and we do not expect to pay cash dividends on our common stock in the foreseeable future. We intend to retain future
earnings, if any, to provide funds for operations of our business. Therefore, any return investors in our common stock may have, will
be in the form of appreciation, if any, in the market value of their shares of common stock. See “Dividend Policy.”

We will indemnify and hold harmless our
officers and directors to the maximum extent permitted by Nevada law.

Our bylaws provide that we will indemnify
and hold harmless our officers and directors against claims arising from our activities, to the maximum extent permitted by Nevada law.
In addition, if we are called upon to perform under our indemnification agreements entered into with each one of our directors, then
the portion of our assets expended for such purpose would reduce the amount otherwise available for our business.

We may engage in acquisitions, mergers,
strategic alliances, joint ventures, and divestures that could result in results that are different than expected.

In the normal course of business, we engage in
discussions relating to acquisitions, equity investments, mergers, strategic alliances, joint ventures, and divestitures. Such transactions
are accompanied by a number of risks, including the use of significant amounts of cash, potentially dilutive issuances of equity securities,
incurrence of debt on potentially unfavorable terms, accruement of impairment expenses related to goodwill and amortization expenses related
to other intangible assets, the possibility that we overpay for an acquisition relative to the economic benefits that we ultimately derive
from such acquisition, and various potential difficulties involved in integrating acquired businesses into our operations.

We might require additional capital to
support business growth, and this capital might not be available.

We have funded our operations since inception
primarily through debt and equity financings and revenue generated by our services. We cannot be certain when or if our operations will
generate sufficient cash to fully fund our ongoing operations or the growth of our business. We intend to continue to make investments
in our business to respond to business challenges, including deploying more Bitcoin ATMs both in the United States and globally, enhancing
our operating infrastructure, expanding our international operations to include additional regions and countries, and acquiring complementary
businesses and technologies, all of which may require us to secure additional funds. Additional financing may not be available on terms
favorable to us, if at all. If we incur additional debt, the debt holders would have rights senior to holders of our common stock to
make claims on our assets, and the terms of any debt could restrict our operations, including our ability to pay dividends on our common
stock.

The trading prices for our common stock may
be highly volatile, which may reduce our ability to access capital on favorable terms or at all. In addition, a slowdown or other sustained
adverse downturn in the general economic or crypto markets could adversely affect our business and the value of our common stock. Because
our decision to raise capital in the future will depend on numerous considerations, including factors beyond our control, we cannot predict
or estimate the amount, timing, or nature of any future issuances of securities. As a result, our shareholders bear the risk of future
issuances of debt or equity securities reducing the value of our common stock and diluting their interests. Our inability to obtain adequate
financing or financing on terms satisfactory to us, when we require it, could significantly limit our ability to continue supporting
our business growth and responding to business challenges.

Our Common Shares are subject to liquidity
risks.

Our Common Stock is quoted on the OTC Pink Market
Tier of the OTC Markets under the symbol “ABIT”. On May 12, 2022, the last reported sale of our Common Stock was $0.2875
per share. As of the date of this prospectus, our Common Stock is quoted on the OTC Pink, and it is not otherwise regularly quoted
on any other over-the-counter market or exchange. We intend for our shares to trade on the OTCQB, an inter-dealer, over-the-counter market
that provides significantly less liquidity than other national or regional exchanges. However, there is no guarantee that our shares
will be listed on the OTCQB, or any other “over- the- counter” marketplace. Moreover, securities traded on the OTCQB are usually
thinly traded, highly volatile, have fewer market makers and are not followed by analysts. The SEC’s order handling rules, which apply
to NASDAQ-listed securities, do not apply to securities quoted on the OTCQB. Quotes and other important information for stocks listed
on the OTCQB are not listed in newspapers and may be incorrectly listed by prominent financial websites. Therefore, prices for securities
traded solely on the OTCQB may be difficult to obtain and holders of our securities may be unable to resell their securities at or near
their original acquisition price, or at any price.

We cannot predict at what prices the
common shares of the Company will trade and there can be no assurance that an active trading market will develop or be sustained. There
is a significant liquidity risk associated with an investment in the Company.

The shares of our common stock we may issue
in the future and the options we may issue in the future may have an adverse effect on the market price of our common stock and cause
dilution to investors.

We may issue shares of common stock and warrants
to purchase common stock pursuant to private offerings and we may issue options to purchase common stock to our executive officers and
employees pursuant to their employment agreements. The sale, or even the possibility of sale, of shares pursuant to a separate offering
or to executive officers and employees could have an adverse effect on the market price of our common stock or on our ability to obtain
future financing.

We do not anticipate paying any cash
dividends on our capital stock in the foreseeable future.

We have never declared or paid cash dividends
on our capital stock. We currently intend to retain all of our future earnings, if any, to finance the growth and development of our
business, and we do not anticipate paying any cash dividends on our capital stock in the foreseeable future. In addition, the terms of
any future debt agreements may preclude us from paying dividends.

We will incur increased costs as a result of operating as a
public company, and our management will be required to devote substantial time to compliance with our public company responsibilities
and corporate governance practices.

As a public company, we will incur significant
legal, accounting, and other expenses that we did not incur as a private company, which we expect to further increase after we are no
longer an “emerging growth company.” The Sarbanes-Oxley Act, the Dodd-Frank Wall Street Reform and Consumer Protection Act,
and other applicable securities rules and regulations impose various requirements on public companies. Our management and other personnel
devote a substantial amount of time to compliance with these requirements. Moreover, these rules and regulations will increase our legal
and financial compliance costs and will make some activities more time-consuming and costly. We cannot predict or estimate the amount
of additional costs we will incur as a public company or the specific timing of such costs.

Being a public company results in additional
expenses, diverts management’s attention and could also adversely affect our ability to attract and retain qualified directors.

As a public reporting company, we are subject
to the reporting requirements of the Exchange Act. These requirements generate significant accounting, legal and financial compliance
costs and make some activities more difficult, time consuming or costly and may place significant strain on our personnel and resources.
The Exchange Act requires, among other things, that we maintain effective disclosure controls and procedures and internal control over
financial reporting. In order to establish the requisite disclosure controls and procedures and internal control over financial reporting,
significant resources and management oversight are required.

As a result, management’s attention
may be diverted from other business concerns, which could have an adverse and even material effect on our business, financial condition
and results of operations. These rules and regulations may also make it more difficult and expensive for us to obtain director and officer
liability insurance. If we are unable to obtain appropriate director and officer insurance, our ability to recruit and retain qualified
officers and directors, especially those directors who may be deemed independent, could be adversely impacted.

We are an emerging growth company and a
smaller reporting company within the meaning of the Securities Act, and if we take advantage of certain exemptions from disclosure requirements
available to “emerging growth companies” or “smaller reporting companies,” this could make our securities less
attractive to investors and may make it more difficult to compare our performance with other public companies.

We are an “emerging growth company,”
as defined in the Jumpstart Our Business Startups Act of 2012, or JOBS Act, and, for as long as we continue to be an “emerging
growth company,” we intend to take advantage of certain exemptions from various reporting requirements applicable to other public
companies but not to “emerging growth companies,” including, but not limited to, not being required to comply with the auditor
attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in
our periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation
and stockholder approval of any golden parachute payments not previously approved. We could be an “emerging growth company”
for up to five years following the effectiveness of this registration statement, or until the earliest of (i) the last day of the first
fiscal year in which our annual gross revenues exceed $1.07 billion, (ii) the date that we become a “large accelerated filer”
as defined in Rule 12b-2 under the Exchange Act, which would occur if the market value of our common stock that is held by non-affiliates
exceeds $700 million as of the last business day of our most recently completed second fiscal quarter, or (iii) the date on which we
have issued more than $1.0 billion in non-convertible debt during the preceding three year period.

Because we are not subject to compliance
with rules requiring the adoption of certain corporate governance measures, our stockholders have limited protection against interested
director transactions, conflicts of interest and similar matters.

The Sarbanes-Oxley Act of 2002, as well as
rule changes proposed and enacted by the SEC, the New York and American Stock Exchanges and the Nasdaq Stock Market, as a result of Sarbanes-Oxley,
require the implementation of various measures relating to corporate governance. These measures are designed to enhance the integrity
of corporate management and the securities markets and apply to securities that are listed on those exchanges or the Nasdaq Stock Market.
Because we are not presently required to comply with many of the corporate governance provisions and because we chose to avoid incurring
the substantial additional costs associated with such compliance any sooner than legally required, we have not yet adopted these measures.

Because none of our directors (currently five
persons) are independent directors, we do not currently have an independent audit or a compensation committee. As a result, directors
have the ability, among other things, to determine each other’s level of compensation. Until we comply with such corporate governance
measures, regardless of whether such compliance is required, the absence of such standards of corporate governance may leave our stockholders
without protections against interested director transactions, conflicts of interest, if any, and similar matters and investors may be
reluctant to provide us with funds necessary to expand our operations.

We intend to comply with all corporate governance
measures relating to director independence as and when required. However, we may find it very difficult or be unable to attract and retain
qualified officers, directors and members of board committees required to provide for our effective management as a result of Sarbanes-Oxley
Act of 2002. The enactment of the Sarbanes-Oxley Act of 2002 has resulted in a series of rules and regulations by the SEC that increase
responsibilities and liabilities of directors and executive officers. The perceived increased personal risk associated with these recent
changes may make it costlier or deter qualified individuals from accepting these roles.

In addition to the above risks, businesses are often subject
to risks not foreseen or fully appreciated by management. In reviewing this Prospectus, potential investors should keep in mind other
risks that could be important.

This prospectus contains “forward-looking
statements.” Forward-looking statements reflect the current view about future events. When used in this prospectus, the words “anticipate,”
“believe,” “estimate,” “expect,” “future,” “intend,” “plan,” or
the negative of these terms and similar expressions, as they relate to us or our management, identify forward-looking statements. Such
statements include, but are not limited to, statements contained in this prospectus relating to our business strategy, our future operating
results and liquidity and capital resources outlook. Forward-looking statements are based on our current expectations and assumptions
regarding our business, the economy and other future conditions. Because forward-looking statements relate to the future, they are subject
to inherent uncertainties, risks and changes in circumstances that are difficult to predict. Our actual results may differ materially
from those contemplated by the forward-looking statements. They are neither statements of historical fact nor guarantees of assurance
of future performance. We caution you therefore against relying on any of these forward-looking statements.

Important factors that could cause actual
results to differ materially from those in the forward-looking statements include, without limitation, market acceptance of our products;
our ability to protect our intellectual property rights; the impact of any infringement actions or other litigation brought against us;
competition from other providers and products; our ability to develop and commercialize new and improved products and services and successfully
pursue innovation; our ability to complete capital raising transactions; and other factors (including the risks contained in the section
of this prospectus entitled “Risk Factors”) relating to our industry, our operations and results of operations. Actual results
may differ significantly from those anticipated, believed, estimated, expected, intended, or planned. Important factors that could cause
such differences include, but are not limited to:

In some cases, you can identify forward-looking
statements by terminology such as “may,” “will,” “should,” “expects,” “intends,”
“plans,” “anticipates,” “believes,” “estimates,” “predicts,” “potential,”
“continue” or the negative of these terms or other comparable terminology. These statements are only predictions. You should
not place undue reliance on forward-looking statements, because they involve known and unknown risks, uncertainties, and other factors,
which are, in some cases, beyond our control and which could materially affect results. Actual events or results may vary significantly
from those implied or projected by the forward-looking statements due to these risk factors. No forward-looking statement is a guarantee
of future performance. You should read this prospectus and the documents that we reference in this prospectus and have filed with the
SEC as exhibits to the registration statement of which this prospectus forms a part with the understanding that our actual future results,
performance, and events and circumstances may be materially different from what we expect.

Forward-looking statements are made based
on management’s beliefs, estimates and opinions on the date the statements are made and we undertake no obligation to update forward-looking
statements if these beliefs, estimates and opinions or other circumstances should change, except as may be required by applicable law.
Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results,
levels of activity, performance, or achievements.

The following table details the Company’s
capitalization as of December 31, 2021:

In January 2020, the Company allowed its employees
with vested stock options to exercise such options with the use of a non-recourse loan agreement. The Company’s employees exercised
their respective stock options into a total of 157,635,309 shares of common stock at a weighted average exercise price of $0.0060 per
share. The loan amount at exercise of such options was $945,812. The terms of the non-recourse loan agreement include a maturity date
of 48 months from the date of exercise and an interest rate of 1.69%. As of December 31, 2021, the outstanding balance due from employees
was $977,000. The amount receivable from employees is presented in the balance sheet as a deduction from stockholders’ equity. This
is generally consistent with Rule 5-02.30 of Regulation S-X which states that accounts or notes receivable arising from transactions
involving the registrant’s capital stock should be presented as deductions from stockholders’ equity and not as assets. When the shares
held by employees who have outstanding loans are sold, those loans will be paid in a pro-rata manner as described below.

A total of [●] shares of common
stock held by employees (approximately 15% of each employees shares) are being registered in this offering. In the event the employees
sell any or all of these shares before repaying the loan, an amount that bears the same proportion to the total loan including accrued
interest thereon, as the registered number of shares bears to the total holding of the employee against which said loan has been given,
will become due and payable to the Company. If all the registered shares are sold and using the outstanding balance due of $977,000
as of December 31, 2021, the loan will be reduced by $147,000.

The pro-forma capitalization would then have
both cash and equity going up by the amount being repaid.

The purchasers of the Company’s 8% Convertible
Debentures have an option to convert the outstanding principal and accrued interest amount of their respective Convertible Debentures
into shares of common stock of the Company at the lower of $0.012 per share or 20% discount to the next major financing or change in control.
On conversion the purchasers of these convertible debentures will get shares issue of which will be recorded as increase in share capital
of $260,000 and increase in additional paid in capital of $2,865,000. The pro forma basis as adjusted basis column in the table below
gives effect to the conversion of the Convertible Debenture as well as the return of outstanding employee loans as described above. The
Company expects that the Convertible Debentures will convert at $0.012 per share. If the conversion happens at a price lower than $0.012
per share the pro forma basis as adjusted numbers will change accordingly.

The pro forma and pro forma as adjusted information
below is illustrative only, and our cash and cash equivalents and total capitalization following the completion of this offering will
be adjusted based on several factors. You should read the following table together with the “Management’s
Discussion and Analysis of Financial Condition and Results of Operations” and the consolidated financial statements and related
notes thereto appearing elsewhere in this prospectus.

The following discussion and analysis of financial
condition and results of operations should be read in conjunction with our historical financial statements and the notes to those statements
that appear elsewhere in this prospectus. Certain statements in the discussion contain forward-looking statements based upon current
expectations that involve risks and uncertainties, such as plans, objectives, expectations, and intentions. You should read the sections
titled “Risk Factors” and “Special Note Regarding Forward-Looking Statements” for a discussion of important factors
that could cause actual results to differ materially from the results described in or implied by the forward-looking statements contained
in the following discussion and analysis.

Overview

The Company is focused on developing, owning,
and operating a global network of Athena-branded Bitcoin ATM machines, which are free standing kiosks that permit customers to buy or
sell crypto assets in exchange for cash (banknotes) issued by sovereign governments – often referred to as fiat currencies.

We place our machines in convenience stores,
shopping centers, and other easily accessible locations. Our network presently includes Athena Bitcoin ATMs in 10 states and 3 countries
in Central and South America. See table below for our ATMs breakdown, as of December 31, 2021.