[POS AM] Sonim Technologies, Inc. SEC Filing

Rhea-AI Filing Summary

Bitcoin Depot Inc. (Nasdaq: BTM) has filed a shelf registration statement on Form 424B5 allowing it to issue up to $100 million in securities, including Class A common stock, preferred stock, warrants and/or units, in one or more offerings. Specific terms, pricing and underwriters will be disclosed in future prospectus supplements.

Capital structure & potential dilution: The company currently has 22,555,710 Class A shares outstanding, 41,193,024 Class M shares (10 votes per share) controlled by the CEO, and 43,848,750 warrants exercisable at $11.50 until June 30 2033. Any issuance under the shelf could materially increase the public float and dilute existing holders, though proceeds will fund “general corporate purposes.”

Business snapshot: Bitcoin Depot operates the largest Bitcoin ATM (BTM) network in North America with 8,483 kiosks and BDCheckout access in 10,926 retail locations as of March 31 2025. Q1 2025 revenue was $164.2 million, up from $138.5 million in Q1 2024, yet the company notes a 9.7 % revenue decline on a trailing-twelve-month basis despite a 15.7 % rise in Bitcoin prices, underscoring limited correlation between revenue and crypto price movements.

Key relationships & competitive position: The firm is the exclusive BTM provider for approximately 900 U.S. and Canadian Circle K stores and also licenses its BitAccess processing software to third-party operators, generating recurring software revenue.

Risk highlights (summarised from filing):

• High dilution risk from additional equity or equity-linked issuances.
• Complex, multi-class share structure with super-voting Class M and Class V shares.
• Regulatory, competitive and litigation uncertainties outlined under “Risk Factors.”

Positive

• $100 million shelf registration gives the company flexible, low-cost access to capital for expansion or debt management.
• Q1 2025 revenue rose to $164.2 million, an 18.6 % increase versus Q1 2024, demonstrating continued transactional demand despite Bitcoin price volatility.
• Largest BTM network with 8,483 kiosks and exclusive deployment in roughly 900 Circle K stores strengthens competitive moat.

Negative

• Potential dilution: issuance of up to $100 million in equity or equity-linked securities could materially dilute existing Class A shareholders.
• Trailing-twelve-month revenue down 9.7 % even as Bitcoin prices climbed, signaling possible demand softening or margin compression.
• Super-voting Class M shares concentrate control with the CEO, limiting minority shareholder influence on future corporate actions.

Insights

Securities Analyst

TL;DR: $100 M shelf adds capital flexibility but flags dilution; revenue growth mixed; overall neutral until issuance terms clear.

The mixed-shelf provides management with a quick, cost-effective way to raise up to $100 million, roughly equal to six months of Q1 2025 run-rate revenue. This liquidity could fund further kiosk roll-outs, software enhancements or debt repayment without timing constraints. However, with only 22.6 million Class A shares outstanding and a recent $5.63 price, issuing common stock would be highly dilutive if the full authorization is tapped. Investors should monitor subsequent prospectus supplements for size, pricing, and whether the company leans toward non-dilutive instruments such as preferred stock or warrants. Given the exclusive Circle K partnership and 18 % year-on-year Q1 revenue growth, the additional capital could accelerate market share gains if deployed efficiently.

Corporate Governance Expert

TL;DR: Multi-class super-voting structure plus new shelf raises governance and control concentration concerns.

The prospectus confirms a highly complex capital stack: Class M (10 votes/share) alone bestows majority control on the CEO and affiliated entities. The shelf could widen economic ownership among public investors without reducing this voting concentration, entrenching management. Further, 43.8 million outstanding warrants and potential preferred issuances complicate future dilution math. While such structures are permissible, they often draw scrutiny from institutional investors and proxy advisers, especially for companies seeking additional equity. I view the control dynamics, coupled with dilution flexibility, as governance-negative despite operational momentum.

Registration No. 333-288221

As filed with the Securities and Exchange Commission on July 1, 2025

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

POST-EFFECTIVE AMENDMENT NO. 1

FORM S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

Sonim Technologies, Inc.

(Exact name of registrant as specified in its charter)

Delaware		3661		94-3336783
(State or other jurisdiction of incorporation or organization)		(Primary Standard Industrial Classification Code Number)		(I.R.S. Employer Identification Number)

4445 Eastgate Mall, Suite 200

San Diego, CA 92121

Telephone: (650) 378-8100

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Peter Liu

Chief Executive Officer

4445 Eastgate Mall, Suite 200

San Diego, CA 92121

Telephone: (650) 378-8100

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

William N. Haddad, Esq. Kirill Y. Nikonov, Esq. Venable LLP 151 W. 42nd Street, 49th Floor New York, NY 10036 Telephone: (212) 307-5500 M. Ali Panjwani, Esq.
Pryor Cashman LLP
7 Times Square
New York, New York 10036
(212) 421-4100

Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this registration statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, please check the following box: ☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☒

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act:

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

This registration statement shall become effective upon filing with the U.S. Securities and Exchange Commission in accordance with Rule 462(d) promulgated under the Securities Act of 1933, as amended.

EXPLANATORY NOTE

This Post-Effective Amendment No. 1 (“Amendment No. 1”) to the Registration Statement on Form S-1, as amended (File No. 333-288221), declared effective by the Securities and Exchange Commission on June 30, 2025 (“Registration Statement”), is being filed solely for the purpose of replacing Exhibit 5.1 the Registration Statement. This Amendment No. 1 does not modify any provision of Part I or Part II of the Registration Statement other than Item 16(a) of Part II as set forth below. 

PART II

Information Not Required In Prospectus

Item 16. Exhibits and Financial Statement Schedules.

(1) Exhibits

Exhibit Number		Exhibit Description
5.1		Opinion of Venable LLP
23.2		Consent of Venable LLP (included in Exhibit 5.1)
24.1*		Power of Attorney

* Previously filed on page II-4 of the Prior Registration Statement and incorporated by reference herein.

Signatures

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Scottsdale, State of Arizona, on July 1, 2025.

	SONIM TECHNOLOGIES, INC.
	By:	/s/ Clayton Crolius
		Clayton Crolius
		Chief Financial Officer
		(Principal Financial and Accounting Officer)

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature		Title		Date
/s/ Hao (Peter) Liu		Chief Executive Officer and Director		July 1, 2025
Hao (Peter) Liu		(Principal Executive Officer)
/s/ Clayton Crolius		Chief Financial Officer		July 1, 2025
Clayton Crolius		(Principal Financial and Accounting Officer)
*		Director		July 1, 2025
James Cassano
*		Chairman of the Board and Director		July 1, 2025
Mike Mulica
*		Director		July 1, 2025
Jack Steenstra
*		Director		July 1, 2025
Jeffrey Wang

By:	/s/ Clayton Crolius
	Clayton Crolius
	Attorney-in-fact

FAQ

What is Bitcoin Depot's (BTM) new shelf registration size?

The company may issue up to $100 million in Class A common stock, preferred stock, warrants and/or units.

How many Bitcoin Depot kiosks are currently deployed?

As of March 31 2025, Bitcoin Depot operated 8,483 Bitcoin ATMs across North America, plus BDCheckout in 10,926 locations.

Will the $100 million offering be immediately dilutive to BTM shareholders?

Dilution depends on the type, timing and pricing of securities issued; specific terms will be detailed in future prospectus supplements.

What were Bitcoin Depot's revenues for Q1 2025?

Revenue for the three months ended March 31 2025 was $164.2 million, up from $138.5 million in Q1 2024.

What is the exercise price and expiry of existing BTM warrants?

There are 43,848,750 warrants outstanding, each exercisable for one Class A share at $11.50, expiring on June 30 2033.

Where is Bitcoin Depot's common stock listed and what was the recent price?

Class A common stock trades on the Nasdaq Capital Market under the symbol BTM; it closed at $5.63 on June 19 2025.