Bakkt Announces $40 Million Registered Direct Offering with Institutional Investors and $10 Million Concurrent Registered Direct Offering
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The registered direct offering by Bakkt Holdings, Inc. involves significant capital raising through the sale of Class A common stock and warrants to institutional investors and an affiliate of Intercontinental Exchange, Inc. The decision to offer shares at a fixed price, including the provision of warrants with a specific exercise price, reflects a strategic move to bolster the company's working capital and address general corporate needs. This move can be indicative of the company's growth strategy or a response to liquidity concerns.
From a financial perspective, the offering price and the terms of the warrants are critical. The pricing below $1 per share suggests a potential discount from the market price, which can be appealing to investors but may also dilute current shareholders' equity. The warrants' exercise price set above the offering price anticipates a future increase in share value, providing a potential upside to investors while aligning with the company's confidence in its growth prospects.
Moreover, the gross proceeds of approximately $50 million, before fees and expenses, signal a substantial influx of funds. However, it is essential to scrutinize the intended use of these proceeds for working capital and general corporate purposes, as the effectiveness of this capital allocation will be pivotal in determining the long-term impact on the company's financial health and stock performance.
The involvement of institutional investors and an affiliate of a major entity like Intercontinental Exchange, Inc. (ICE) in Bakkt's offerings suggests a vote of confidence in the company's market position and future outlook. The strategic partnership with ICE, evidenced by the voting support agreement, could provide Bakkt with not just capital but also enhanced credibility in the market.
Investors and market observers should note the potential for increased market volatility surrounding Bakkt's stock following the announcement and subsequent closing of the offerings. The introduction of warrants, especially with features like cashless exercise provisions, can lead to complex market dynamics as investors anticipate the dilutive effects and potential stock price thresholds that would trigger these provisions.
The timing of the offerings, set to close in 2024, provides a window into the company's planning horizon and suggests a calculated approach to managing market expectations. The market's reception of this news will likely be reflected in the short-term stock price movements, while the long-term effects will depend on Bakkt's operational performance and the successful deployment of the raised capital.
The legal intricacies of Bakkt's securities offerings are evident in the structuring of the transactions, the requirement for shareholder approval and the compliance with SEC regulations. The use of a shelf registration statement expedites the process, allowing the company to act swiftly in capitalizing on market opportunities.
Investors should be aware of the legal obligations and rights attached to the Class 1 and Class 2 warrants, particularly the alternative cashless exercise provision, which introduces a contingent element based on future stock price performance. Such provisions necessitate careful legal consideration to understand the implications for both the company and the warrant holders.
Furthermore, the voting support agreement with ICE underscores the importance of strategic alliances and the legal commitments that can influence corporate actions. The agreement ensures that a major stakeholder is aligned with the company's financing strategy, which may impact the outcome of the required shareholder approval process. The legal framework governing these transactions provides a safeguard for investors and the company, ensuring transparency and adherence to securities laws.
Offering at
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The purchase and sale of 46,136,102 shares of its Class A common stock (or pre-funded warrants to purchase shares of Class A common stock in lieu thereof with an exercise price of
$0.00 01$0.86 70$0.86 69 - The purchase and sale of up to 11,534,025 shares of its Class A common stock and accompanying Class 1 warrants and Class 2 warrants to purchase up to an aggregate of 11,534,024 shares of its Class A common stock in a concurrent registered direct offering to an affiliate of Intercontinental Exchange, Inc. (“ICE”), on the same pricing terms as the Third-Party Offering (the “ICE Offering”). Due to shareholder approval requirements, the closing of 2,762,009 shares of Class A common stock and the accompanying Class 1 warrants and Class 2 warrants to purchase up to an aggregate of 2,762,008 shares of Class A common stock in the ICE Offering will occur concurrently with the closing of the Third-Party Offering, subject to customary closing conditions. The sale of the remaining shares and warrants is expected to close, subject to customary closing conditions, promptly following Bakkt obtaining stockholder approval, which Bakkt expects to seek in the coming months at a special meeting.
The Class 1 warrants and Class 2 warrants will have an exercise price of
As part of the concurrent offerings, ICE has entered into a voting support agreement with Bakkt, pursuant to which ICE has agreed to vote in favor of proposals that would allow Bakkt to issue the remaining shares and the shares underlying the accompanying warrants in the ICE Offering and the shares of Class A common stock issuable under the alternative cashless exercise provision of the Class 2 warrants.
Keefe, Bruyette & Woods, a Stifel Company, acted as the exclusive placement agent for the Third-Party Offering.
Aggregate gross proceeds from the closing of the Third-Party Offering and the first closing of the ICE Offering are expected to be approximately
Each of the offerings is being made pursuant to Bakkt’s shelf registration statement on Form S-3 (File No. 333-271361) previously filed with the Securities and Exchange Commission (the "SEC"), which was declared effective on February 14, 2024. The securities may be offered only by means of a prospectus. A prospectus supplement and accompanying base prospectus relating to each of the offerings will be filed with the SEC and will be available on the SEC's website located at www.sec.gov. In addition, copies of the prospectus supplement and accompanying base prospectus relating to the Third-Party Offering may be obtained from Keefe, Bruyette & Woods, Inc., 787 Seventh Ave., 4th Floor,
This press release does not constitute an offer to sell, or the solicitation of an offer to buy, any securities referred to in this press release, nor will there be any sale of any such securities, in any state or other jurisdiction in which such offer, sale or solicitation would be unlawful prior to registration or qualification under the securities laws of such state or jurisdiction.
About Bakkt
Founded in 2018, Bakkt builds solutions that enable our clients to grow with the crypto economy. Through institutional-grade custody, trading, and onramp capabilities, our clients leverage technology that’s built for sustainable, long-term involvement in crypto.
Bakkt is headquartered in
Bakkt-C
Forward Looking Statements
This press release contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Such statements include, but are not limited to, statements regarding the timing of the closings of the offerings, the expected proceeds from the offerings and the expected uses thereof, the amounts the Bakkt may receive in the ICE offering, among others. Forward-looking statements can be identified by words such as “will,” “likely,” “expect,” “continue,” “anticipate,” “estimate,” “believe,” “intend,” “plan,” “projection,” “outlook,” “grow,” “progress,” “potential” or words of similar meaning. Such forward-looking statements are based upon the current beliefs and expectations of Bakkt’s management and are inherently subject to significant business, economic and competitive uncertainties and contingencies, many of which are difficult to predict and beyond Bakkt’s control. Actual results and the timing of events may differ materially from the results anticipated in such forward-looking statements as a result of the following factors, among others: Bakkt’s ability to obtain the necessary approvals to issue additional shares to ICE; ICE’s compliance with the voting support agreement; Bakkt’s ability to maintain the effectiveness of the shelf registration statement; Bakkt’s ability to continue as a going concern; Bakkt’s ability to grow and manage growth profitably; changes in Bakkt’s business strategy; changes in the market in which Bakkt competes, including with respect to its competitive landscape, technology evolution or changes in applicable laws or regulations; changes in the markets that Bakkt targets; disruptions in the crypto market that subject Bakkt to additional risks, including the risk that banks may not provide banking services to Bakkt; the possibility that Bakkt may be adversely affected by other economic, business, and/or competitive factors; the inability to launch new services and products or to profitably expand into new markets and services; the inability to execute Bakkt’s growth strategies, including identifying and executing acquisitions and Bakkt’s initiatives to add new clients; Bakkt’s failure to comply with extensive government regulation, oversight, licensure and appraisals; uncertain regulatory regime governing blockchain technologies and crypto; the inability to maintain effective internal controls and procedures; the exposure to any liability, protracted and costly litigation or reputational damage relating to Bakkt’s data security; the impact of any goodwill or other intangible assets impairments on Bakkt’s operating results; the impact of any pandemics or other public health emergencies; Bakkt’s inability to maintain the listing of its securities on the New York Stock Exchange; and other risks and uncertainties indicated in Bakkt’s filings with the Securities and Exchange Commission. You are cautioned not to place undue reliance on such forward-looking statements. Such forward-looking statements relate only to events as of the date on which such statements are made and are based on information available to us as of the date of this press release. Unless otherwise required by law, we undertake no obligation to update any forward-looking statements made in this press release to reflect events or circumstances after the date of this press release or to reflect new information or the occurrence of unanticipated events.
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Investor Relations
Ann DeVries, Head of Investor Relations
Ann.DeVries@bakkt.com
Media
press@bakkt.com
Source: Bakkt Holdings, Inc.
