- $18.47M CAD arbitration award — Canadian tribunal ruled in favor of Cash Cloud (formerly Coin Cloud) against BitAccess in November 2025
- Bitcoin Depot directed the shutdown — BitAccess's own counsel admitted to an Ontario judge that parent company Lux Vending ordered the deactivation over CEO Moe Adham's objections
- 85% of BitAccess revenue at stake — Coin Cloud licensing fees represented approximately 85% of BitAccess's annual revenue before the shutdown
- $16M acquisition created the conflict — Bitcoin Depot purchased 80% of BitAccess in July 2021, gaining control over its competitor's essential software supplier
- Founder sues for $5.2M — Adham filed a separate Ontario action alleging Bitcoin Depot manipulated the A&M valuation by destroying Coin Cloud revenue, then reneged on a $10.4M minority buyout
- CEO Brandon Mintz ordered to testify — Nevada bankruptcy court rejected apex deponent defense in October 2025; five sealed email exhibits show Mintz personally involved in deactivation decisions
Cash Cloud Inc. (formerly operating as Coin Cloud), the bankrupt Bitcoin ATM operator, has secured an $18.47 million CAD arbitration award against BitAccess Inc., a Canadian software subsidiary of Bitcoin Depot. Court records from both Ontario and Nevada reveal that BitAccess, after being taken over by Bitcoin Depot, shut down Coin Cloud's ATM network — and that BitAccess's own CEO opposed the move but was overridden by the parent company.
Core Finding: In an Ontario court proceeding, BitAccess's own counsel admitted that Bitcoin Depot (Lux Vending) directed the deactivation of Cash Cloud's software in breach of a court undertaking — and that BitAccess CEO Moe Adham "vehemently opposed" the move. Five sealed email exhibits in the Nevada proceeding show Bitcoin Depot CEO Brandon Mintz personally participated in the deactivation decisions.
Key Developments: In November 2025, a Canadian arbitration panel awarded Cash Cloud $18.47 million CAD (roughly $13.5 million USD) in damages against BitAccess. Bitcoin Depot is contesting enforcement. The Nevada bankruptcy court has ordered Mintz to submit to deposition. And in a separate Ontario action (CV-24-00730021), BitAccess founder Moe Adham is suing for US$5.2 million in unpaid compensation tied to the SPAC deal — alleging Bitcoin Depot manipulated his company's valuation by deliberately destroying its largest revenue source.
Background: The Parties
Cash Cloud / Coin Cloud
Coin Cloud was once one of the largest Bitcoin ATM operators in North America, operating over 5,000 digital currency machines across 48 states. The company filed for Chapter 11 bankruptcy protection in February 2023, listing approximately $153.9 million in debt.
Following bankruptcy, the company's assets were sold, with Genesis Coin (owned by Bitstop) acquiring certain Coin Cloud assets in July 2023. The company continues to pursue litigation claims through its bankruptcy estate under the name Cash Cloud Inc.
BitAccess Inc. and the Competitive Dynamic
BitAccess is a Canadian company that manufactures Bitcoin ATM software and hardware. Critically, BitAccess was a software supplier to multiple Bitcoin ATM operators - including both Coin Cloud and Bitcoin Depot - before being acquired.
In January 2021, Bitcoin Depot CEO Brandon Mintz personally emailed BitAccess founder Moe Adham to solicit the acquisition. By April 2021, the parties signed a Letter of Intent: Bitcoin Depot would purchase 80% of BitAccess for US$16 million, valuing the company at US$20 million. The deal closed on July 20, 2021. At that point, Coin Cloud licensing fees represented approximately 85% of BitAccess's annual revenue — making BitAccess financially dependent on the very competitor Bitcoin Depot was positioning itself to eliminate.
Adham and other minority shareholder employees retained a collective 20% interest, protected by a "Put Right" that obligated Bitcoin Depot to buy out their shares at fair market value upon any "Parent Liquidity Event" — such as a sale or merger. Bitcoin Depot took operational control of BitAccess in summer 2022. This put BitAccess under the control of Coin Cloud's primary competitor, while BitAccess still provided essential software services to Coin Cloud's network of 5,000+ machines.
The Conflict: After the acquisition, BitAccess was simultaneously (1) a software provider that Coin Cloud — its largest customer at 85% of revenue — depended on to operate its ATMs, and (2) a subsidiary of Coin Cloud's biggest rival. Cash Cloud alleges this conflict of interest led to the unlawful shutdown of their network. Adham's own 2024 complaint alleges Bitcoin Depot exploited this conflict to destroy the value of the company he founded.
Canadian Arbitration
US Adversary Proceeding
The Dispute: Alleged Network Sabotage
The litigation stems from a 2020 Master Purchase Agreement under which BitAccess agreed to supply Coin Cloud with Bitcoin ATM machines and associated software. However, the core allegations go beyond simple breach of contract - Cash Cloud alleges that BitAccess, under Bitcoin Depot's direction, deliberately destroyed Coin Cloud's ability to operate.
Cash Cloud's Key Allegations
The core allegation is that BitAccess improperly and unlawfully shut down Coin Cloud's ATM network immediately after being acquired by Bitcoin Depot - Coin Cloud's biggest head-to-head competitor. What elevates these allegations from a routine contract dispute to something far more damaging is the Ontario court record — where BitAccess's own lawyer admitted to a Canadian judge that Bitcoin Depot directed the shutdown.
The Ontario Court Record: A Judge Documents the Sabotage
The Ontario Superior Court of Justice (Court File No. CV-22-89877) heard Cash Cloud's original dispute over BitAccess's attempted termination of the software agreement. Justice Hooper's January 23, 2023 costs decision contains a timeline that is devastating for Bitcoin Depot's defense — because the key admissions come not from Cash Cloud's lawyers, but from BitAccess's own counsel.
The Undertaking and Its Breach
On August 4, 2022, BitAccess sent Coin Cloud a termination letter with a deactivation date of August 18. On that very day — August 18, 2022 — an urgent 2.5-hour hearing was held in Ontario. During the hearing, BitAccess counsel confirmed in real time that the software was still active. The court required an undertaking, and BitAccess's counsel provided one: no steps would be taken to deactivate the software before the court's decision was released.
The Breach: On August 31, 2022, Cash Cloud notified the Ontario court that the undertaking had been breached and the software had been deactivated. BitAccess's own counsel then sent a letter to the court confirming that Bitcoin Depot (Lux Vending) had directed the deactivation — and that BitAccess CEO Moe Adham had "vehemently opposed" the move but was overridden by the parent company.
BitAccess's counsel told the court that BitAccess was "no longer able to fulfil the undertaking for reasons beyond its control" — an extraordinary admission that the subsidiary could not prevent its parent company from violating a court order.
On September 1, 2022, an emergency hearing was convened and the court ordered the software to be reactivated and to remain active. Justice Hooper later noted that this emergency hearing "should not have been necessary" and that the undertaking "should have been honoured." The court refused to award BitAccess any costs for the emergency hearings caused by its parent company's actions.
Why the Ontario Record Matters
This is not an allegation in a plaintiff's complaint. This is a court record of BitAccess's own lawyer admitting to a judge that Bitcoin Depot directed the shutdown — overriding the subsidiary CEO who tried to prevent it — in violation of an undertaking given to the court. It establishes that the deactivation was not a unilateral BitAccess decision but a directive from Bitcoin Depot's leadership.
The US Adversary Proceeding
9-Count Complaint (Case 23-01015-mkn)
The adversary complaint filed March 10, 2023 against Lux Vending LLC d/b/a Bitcoin Depot alleges nine counts:
- Violation of the Automatic Stay (§362(a)(3)): Bitcoin Depot allegedly violated bankruptcy protections by exercising control over estate property
- Lanham Act Violations (§1125): Federal trademark and unfair competition claims
- Consumer Fraud / Deceptive Trade Practices: Misleading conduct allegations
- Tortious Interference with Host Location Agreements: Interference with Coin Cloud's contracts with retail locations
- Tortious Interference with the 2020 Purchase Agreement: Interference with the BitAccess software contract
- Intentional Tortious Interference with Prospective Business Relations: Broader competitive harm
- Injurious Falsehoods: False statements harming Coin Cloud's business
- Defamation: Reputational damage claims
- Preliminary Injunction: Emergency injunctive relief
Canadian Arbitration Claims
- Defective Hardware: ATM machines allegedly suffered from hardware defects and reliability issues
- Software Problems: Software allegedly contained bugs affecting machine performance
- Breach of 2020 Master Purchase Agreement: BitAccess allegedly failed to meet contractual obligations
The Implication: If proven, these allegations suggest Bitcoin Depot used its acquisition of a shared software supplier to deliberately cripple a competitor's operations - raising serious questions about anticompetitive conduct in the Bitcoin ATM industry.
Timeline of Events
Bitcoin Depot's Response
Bitcoin Depot has contested both the arbitration award and the related US proceedings. According to company statements and filings:
Bitcoin Depot's Position: The company has stated it believes it has "meritorious defenses" against Cash Cloud's claims and intends to vigorously contest enforcement of the arbitration award. Bitcoin Depot maintains that BitAccess fulfilled its contractual obligations.
As a publicly traded company (NASDAQ: BTM), Bitcoin Depot has disclosed the litigation in its SEC filings. The company's stock and financial position could be impacted depending on the ultimate resolution of these disputes.
CEO Leadership Transition
On November 21, 2025 — five weeks after the court ordered Mintz's deposition — Bitcoin Depot announced that Mintz would step down as CEO effective January 1, 2026, transitioning to Executive Chairman. Scott Buchanan, then President and COO, was appointed as the new CEO. Three days later, on November 24, Bitcoin Depot filed a Form 8-K publicly disclosing the $18.47M CAD arbitration award. The award itself was issued by the tribunal and communicated to the parties before the public announcement — meaning Mintz's resignation was announced after Bitcoin Depot already knew the arbitration result. Bitcoin Depot characterized the transition as a planned succession. Whether the timing was related to the deposition order or the arbitration loss has not been publicly addressed by the company.
The Moe Adham Angle
Mohammed "Moe" Adham founded BitAccess in late 2013 and served as its CEO through the critical events of 2022. The Ontario court record and Nevada proceedings paint a complex picture of his role — one that is actually more damaging to Bitcoin Depot than the original narrative suggested.
Adham's Professional Timeline
The Ontario Record: Adham Opposed the Shutdown
The Ontario court record establishes that as of August 2022, Adham was CEO of BitAccess and "vehemently opposed" Lux Vending's direction to deactivate Cash Cloud's software. BitAccess's own counsel confirmed this to the Ontario court in the August 31, 2022 letter reporting the undertaking breach. Adham also filed an affidavit in the Ontario proceeding confirming that BitAccess retained counsel only after receiving correspondence from Cash Cloud's Ontario counsel on August 8, 2022.
The Narrative Arc: The Ontario record shows Bitcoin Depot acquired BitAccess, directed the shutdown of its competitor's network over the subsidiary CEO's objections, and overrode Adham when he tried to honor the court undertaking. Adham was subsequently demoted and constructively dismissed. He filed suit against BitAccess in October 2024 (CV-24-00730021), seeking US$5.2 million in unpaid Put Right compensation.
The "Hitman" Characterization
Cash Cloud's pleadings in the Nevada adversary proceeding reportedly characterize the arrangement using the metaphor that Bitcoin Depot "didn't pay its hitman" — the theory being that Bitcoin Depot used Adham to carry out the shutdown, then failed to compensate him. This language appears to originate from AECF filings on the Stretto docket rather than from a published court opinion, and the specific filing has not been independently verified from publicly available sources.
The Ontario court record and Adham's own 2024 complaint (CV-24-00730021) directly contradict this characterization. Rather than Adham carrying out the shutdown as a willing participant, both sources show he tried to prevent it and was overridden by the parent company. In his complaint, Adham alleges (¶29) that he refused Bitcoin Depot's demand to breach the Ontario undertaking, and that Bitcoin Depot then "unilaterally seized control" of BitAccess's software and deactivated it over his objections — making the situation potentially more damaging for Bitcoin Depot.
Adham's Own Lawsuit Confirms the Pattern
In October 2024, Adham filed his own Statement of Claim against BitAccess in Ontario (CV-24-00730021), providing a first-person account of the events described above. His complaint is covered in detail in the next section. Adham's departure from Sol Strategies on January 30, 2025, came just as the Canadian arbitration hearings were getting underway in December 2024.
The BitAccess Founder Sues: Adham v. BitAccess
On October 25, 2024, Mohammed Adham filed a Statement of Claim against BitAccess Inc. in the Ontario Superior Court of Justice (Court File No. CV-24-00730021), represented by Davies Ward Phillips & Vineberg LLP. The 17-page complaint claims US$5.2 million plus CAD$200,000 in unpaid compensation tied directly to Bitcoin Depot's SPAC merger — and provides a first-person account of how the Coin Cloud shutdown was orchestrated and then exploited to depress his payout.
Adham v. BitAccess Inc.
The Acquisition and the Put Right
Adham's complaint provides the clearest account yet of how Bitcoin Depot came to control BitAccess. According to the filing (¶8), Mintz personally emailed Adham on January 20, 2021 to solicit the acquisition after successful software demonstrations. By April 5, 2021, the parties signed a Letter of Intent: Bitcoin Depot would purchase 80% of BitAccess for US$16 million, implying a US$20 million total valuation (¶9). The deal closed on July 20, 2021 (¶12).
The Shareholders Agreement included a "Put Right" (Section 4.6.1): upon a "Parent Liquidity Event" — defined as the sale of substantially all assets or shares to an unrelated third party — the minority shareholders could require Bitcoin Depot to purchase all of their shares at fair market value. Adham held approximately 50% of the 20% minority stake, or roughly 10% of BitAccess overall (¶12–13).
The SPAC Deal and the Valuation Manipulation
In August 2021, Bitcoin Depot disclosed plans for a SPAC transaction with GSR II Meteora Acquisition Corp. (GSRM) and confirmed to minority shareholders that this would trigger the Put Right (¶18–20). In November 2021, the parties jointly appointed Alvarez & Marsal ("A&M") to determine the fair market value of the minority interest, using a valuation date of June 30, 2022 (¶22, ¶24).
The Alleged Valuation Manipulation: According to Adham's complaint (¶30), after Bitcoin Depot directed the Coin Cloud shutdown in August 2022 — eliminating approximately 85% of BitAccess's revenue — Bitcoin Depot then submitted financial information to A&M that excluded Coin Cloud revenue on the basis that Coin Cloud was no longer a customer. The result: A&M's December 2022 valuation came in at US$4.4 million for the minority interest (¶33). Had A&M not been "misled," Adham alleges the valuation would have been US$8–10 million (¶34) — a reduction of roughly 50%.
Despite the depressed A&M figure, Adham and Mintz negotiated a resolution in early 2023 and agreed on a total minority buyout of US$10.4 million, with Adham's share at US$5.2 million (¶36). GSRM's own public SPAC filings (Section 6.8 of the proposed transaction agreement) explicitly required Bitcoin Depot to buy out the minority shareholders upon closing — confirming that even the third-party acquirer understood the Put Right was triggered (¶31–32).
The Constructive Dismissal
The SPAC transaction closed on June 30, 2023 (¶40). Shortly afterward, Bitcoin Depot unilaterally removed Adham as CEO and changed his title to "Head of Blockchain Technology," eliminating his board reporting line (¶47). Then, on August 2, 2023, Bitcoin Depot took the position for the first time that no Parent Liquidity Event had occurred during the SPAC transaction — reneging on both the $10.4 million agreement and the Put Right itself (¶49).
Adham delivered his notice of constructive dismissal on August 10, 2023 (¶41). The complaint characterizes the refusal to pay the US$5.2 million as itself constituting a separate event of constructive dismissal, on the basis that it "dwarfs all other components of his employment remuneration" (¶51).
The Full Arc: Read together with the Ontario court record and the Cash Cloud adversary proceeding, Adham's complaint alleges a pattern: Bitcoin Depot acquired BitAccess for $16M, directed the shutdown of Coin Cloud (BitAccess's largest customer at 85% of revenue) over the founder-CEO's objections, used the resulting revenue loss to depress the A&M valuation by roughly half, agreed to a $10.4M minority buyout, then reneged after the SPAC closed and constructively dismissed the founder who had opposed the shutdown. Adham now seeks US$5.2 million plus CAD$200,000 in damages.
Parallel US Proceedings
In addition to the Canadian arbitration against BitAccess, Cash Cloud filed a separate adversary proceeding directly against Bitcoin Depot (operating as Lux Vending LLC) in Nevada Bankruptcy Court on March 10, 2023.
Overlapping Claims: Bitcoin Depot has noted that the US Bankruptcy Court litigation arises from "the same operative facts as the Canadian arbitration and involve[s] the same agreement, the same alleged breaches, and similar claimed damages." The company expects the Canadian forum to be the primary forum for resolution.
The US adversary proceeding (Case 23-01015-mkn) includes claims not covered by the arbitration agreement, including:
- Violation of the bankruptcy automatic stay
- Lanham Act (federal trademark) violations
- Tortious interference with host location agreements
- Consumer fraud and deceptive trade practices
- Defamation and injurious falsehoods
A settlement hearing is scheduled for February 12, 2025, suggesting the parties may be negotiating resolution of at least some claims.
Industry Implications
This litigation raises significant questions about competitive practices in the Bitcoin ATM industry:
- Vertical Integration as Competitive Weapon: The allegations suggest that acquiring a shared software supplier could be used to eliminate competitors - a serious concern for an industry where a few software providers serve multiple operators
- Supplier Dependency Risk: Bitcoin ATM operators relying on third-party software face existential risk if that supplier is acquired by a competitor
- Potential Antitrust Implications: If proven, deliberately sabotaging a competitor through control of essential infrastructure could raise antitrust concerns. Adham's complaint adds specificity: he alleges Bitcoin Depot directed the Coin Cloud shutdown "for anti-competitive reasons" (¶28) — an assertion from someone who was in the room when the directive was given
- Market Concentration and Consumer Harm: With Coin Cloud eliminated and Bitcoin Depot now operating 8,000+ machines, the industry has become significantly more concentrated. The timing matters: Coin Cloud's network served consumers in markets where Bitcoin Depot was the only remaining option after the shutdown
- Bankruptcy Estate Recovery: This case demonstrates that companies can pursue significant claims through bankruptcy estates even after operational shutdown
The Antitrust Connection to Consumer Harm: State Attorneys General in Iowa and Massachusetts have since filed consumer protection lawsuits alleging that Bitcoin Depot's ATMs facilitated staggering levels of consumer fraud — the Iowa AG found a 98% scam rate, while the Massachusetts AG documented $10.6 million in scam-related revenue with 83% of high-value customers identified as fraud victims. If the Ontario court record is accurate that Bitcoin Depot deliberately eliminated Coin Cloud as a competitor, consumers in those markets lost access to an alternative ATM operator that may have offered different fee structures, different compliance practices, or simply a competitive check on Bitcoin Depot's behavior. The elimination of competitive alternatives and the subsequent consumer harm allegations are, at minimum, a troubling sequence that regulators and courts may eventually connect.
Industry Watch: Other Bitcoin ATM operators using shared software platforms may want to assess their supplier relationships and contractual protections in light of these allegations.
What This Means for Bitcoin Depot Customers
For consumers using Bitcoin Depot ATMs, this litigation does not directly affect day-to-day operations. Bitcoin Depot continues to operate its network of over 8,000 ATMs. However, consumers should be aware:
- The company faces a significant potential liability ($13.5M+ USD)
- The outcome of this litigation could affect the company's financial position
- Bitcoin Depot is a publicly traded company, and litigation developments may be disclosed in SEC filings
October 2025: Mintz Ordered to Testify — The Sealed Emails
On October 17, 2025, Judge Nakagawa rejected Bitcoin Depot's motion for a protective order shielding CEO Brandon Mintz from deposition (Doc 236). Bitcoin Depot had argued that Mintz qualified for protection under the "apex deponent" doctrine — a legal shield that prevents top executives from being deposed when subordinates can provide the same information.
The court found the doctrine inapplicable because Mintz was a direct participant in the conduct being litigated. Cash Cloud submitted five email exhibits under seal, all from the critical August-September 2022 window when the software deactivation occurred:
Sealed Email Exhibits (Doc 236)
Exhibits 4 and 5 — the August 30 email chains between Mintz and Adham — correspond to the day before Cash Cloud reported the undertaking breach to the Ontario court. This places Mintz in direct communication with Adham about the deactivation on the exact day the shutdown allegedly occurred.
From the Court's Order: The court found Mintz was "an actual participant in numerous email exchanges that are substantially relevant" and was "not only a source of information regarding the subject emails but more likely the best source of information."
Bitcoin Depot had designated Bill Knoll as its corporate representative for a separate Rule 30(b)(6) deposition, but the court identified a critical flaw: Knoll was not copied on any of the Mintz emails at issue, making Mintz's personal testimony indispensable.
The 30(b)(6) deposition topics include the communications between Bitcoin Depot and BitAccess concerning the deactivation between June and October 2022, and specifically the decision to deactivate the software on or about August 30, 2022.
The court also flagged procedural issues: Bitcoin Depot's counsel repeatedly failed to follow Local Rule 9018(a) regarding sealed documents, and requested emergency treatment even though the deposition had already been postponed by agreement of counsel.
The Sequence: The court ordered Mintz's deposition on October 17, 2025. The Canadian arbitration tribunal then issued its $18.47 million award, which was communicated to the parties. On November 21 — after learning the arbitration result — Bitcoin Depot announced Mintz would step down as CEO. Three days later, on November 24, the company publicly disclosed the award to investors via Form 8-K.
Sources & Court Documents
Ontario Superior Court of Justice
- Cash Cloud Inc. v. BitAccess Inc., 2022 ONSC 5622 (Court File No. CV-22-89877) — Original injunction application
- Cash Cloud Inc. v. BitAccess Inc., 2023 ONSC 343 — Justice Hooper's costs decision documenting the undertaking breach and BitAccess counsel's admissions
US Bankruptcy Court, District of Nevada
- Cash Cloud v. Lux Vending d/b/a Bitcoin Depot, Case 23-01015-mkn — Doc 236 (Oct 17, 2025): Order denying protective order, requiring Mintz deposition
- Cash Cloud Bankruptcy Case — Stretto
- Adversary Proceeding Docket (Case 446)
Adham v. BitAccess (Ontario Superior Court)
- Mohammed Adham v. BitAccess Inc., Court File No. CV-24-00730021, Statement of Claim (issued October 25, 2024) — Constructive dismissal and Put Right compensation claim
- Plaintiff's counsel: Davies Ward Phillips & Vineberg LLP (Chenyang Li, LSO# 73249C)
- Defendant served at: Brookfield Place, 181 Bay Street, Suite 4400, Toronto, ON M5J 2T3
SEC Filings & News
- Bitcoin Depot Form 8-K filed November 24, 2025 — Disclosure of $18.47M CAD arbitration award
- Yahoo Finance — Bankrupt crypto firm scores millions in arbitration win
Jimmerson Declarations (AECF Filings on Stretto Docket)
- First Declaration (AECF No. 99) — Filed Oct 2024 with Motion to Compel
- Second Declaration (AECF No. 114) — Filed Nov 6, 2024, reply in support of Motion to Compel
- Third Declaration (AECF No. 192) — Filed Jul 3, 2025, opposition to Bitcoin Depot's privilege motion