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Bakkt Shelf Registration Statement Declared Effective by the SEC

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Bakkt Holdings, Inc. announced the effectiveness of its 'universal shelf' registration statement on Form S-3 by the SEC, allowing the company to raise up to $150 million over three years. The flexibility of this registration will benefit Bakkt in future capital raising endeavors.
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The declaration of effectiveness for Bakkt Holdings, Inc.'s shelf registration statement is a strategic financial move that grants the company the flexibility to access capital markets quickly. This mechanism is often used by public companies to streamline the process of raising capital, as it allows them to bypass the need for separate SEC filings for each individual offering. The ability to raise up to $150 million over the next three years can be seen as a proactive measure to strengthen the company's balance sheet, fund new projects, or refinance existing debt.

From an investor's standpoint, the shelf registration often signals that the company anticipates potential needs for capital infusion, which could dilute current shareholders' equity if the company opts to issue new shares. However, it could also imply that management is preparing for growth opportunities or acquisitions that could enhance shareholder value. The impact on the stock price could vary depending on investor perception of the intended use of the funds and the company's current financial health.

Bakkt's decision to file a shelf registration indicates a strategic positioning within the financial technology and digital assets market. The company's ability to raise capital is crucial in an industry characterized by rapid innovation and competition. The additional funds could enable Bakkt to invest in technology, expand its service offerings, or increase its operational capabilities to maintain a competitive edge.

It's important to consider the timing and market conditions under which Bakkt may choose to execute this offering. The fintech sector is subject to volatility and regulatory changes, which can significantly impact the success of capital raising efforts. Moreover, the investor appetite for fintech offerings can be influenced by broader market trends and economic indicators. Therefore, the execution of this shelf registration will require careful market analysis to optimize the timing and minimize potential dilution effects.

The effectiveness of the shelf registration statement from a legal perspective ensures that Bakkt Holdings, Inc. complies with SEC regulations, allowing for a more expedited process of capital raising when needed. The legal framework of a shelf registration requires the company to file a prospectus supplement with specific details of any future offering, which is critical for transparency and investor protection.

Investors should note that while the shelf registration provides Bakkt with the ability to raise capital, it does not guarantee that offerings will be made. The legal stipulation that no sale of securities will occur without the appropriate prospectus ensures that potential investors will have access to the necessary information to make informed decisions. Furthermore, the mention of compliance with state securities laws highlights the regulatory complexities involved in such offerings across different jurisdictions.

ALPHARETTA, Ga.--(BUSINESS WIRE)-- Bakkt Holdings, Inc. (“Bakkt”) (NYSE: BKKT) announced that its “universal shelf” registration statement on Form S-3 was declared effective by the Securities and Exchange Commission (the "SEC") on February 14, 2024. This registration statement allows Bakkt, so long as it is effective, to raise up to an aggregate of $150 million of capital in one or more offerings over the subsequent three years. If Bakkt decides to raise capital in a future offering using such registration statement, Bakkt will describe the specific details of that future offering in a prospectus supplement that is filed with the SEC.

Bakkt believes the flexibility of a shelf registration on Form S-3 will provide the Company with significant benefits when raising capital in the future.

This press release shall not constitute an offer to sell nor the solicitation of an offer to buy the securities that are proposed to be registered on such registration statement, nor shall there be any sale of such securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities law of any such state. Any offer of securities will occur solely by means of the prospectus included in the registration statement and one or more prospectus supplements that would be issued at the time of the offering.

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 Alpharetta, GA.

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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 Bakkt’s plans and expectations with respect to the shelf registration statement, any potential future offering or capital raises, and the benefits from the shelf registration statement, 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 maintain the effectiveness of the shelf registration statement; Bakkt’s ability to continue as a going concern; Bakkt’s ability raise additional capital on acceptable terms or at all; 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.

Investor Relations

Ann DeVries, Head of Investor Relations

Ann.DeVries@bakkt.com

Media

press@bakkt.com

Source: Bakkt Holdings, Inc.

FAQ

What type of registration statement was declared effective by the SEC for Bakkt Holdings, Inc.?

The 'universal shelf' registration statement on Form S-3 was declared effective by the SEC for Bakkt Holdings, Inc.

How much capital can Bakkt Holdings, Inc. raise using the registration statement over the subsequent three years?

Bakkt Holdings, Inc. can raise up to an aggregate of $150 million of capital in one or more offerings over the subsequent three years.

What will Bakkt Holdings, Inc. do if it decides to raise capital in a future offering using the registration statement?

If Bakkt Holdings, Inc. decides to raise capital in a future offering using the registration statement, it will describe the specific details of that future offering in a prospectus supplement filed with the SEC.

How will Bakkt Holdings, Inc. raise capital in the future with the 'universal shelf' registration on Form S-3?

Bakkt Holdings, Inc. believes the flexibility of a shelf registration on Form S-3 will provide the company with significant benefits when raising capital in the future.

Will the press release constitute an offer to sell or buy securities?

No, the press release shall not constitute an offer to sell nor the solicitation of an offer to buy the securities proposed to be registered on the registration statement.

Bakkt Holdings, Inc.

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About BKKT

bakkt unlocks the $1.2+ trillion of digital assets that is currently held in cryptocurrencies, rewards and loyalty points, gaming assets and merchant stored value. we began in 2018 with the vision to bring trust and transparency to digital assets. through the bakkt warehouse and bakkt® bitcoin futures and options contracts, we serve institutional clients in an end-to-end regulated market with true price transparency. for consumers, bakkt aggregates digital assets to enable instant liquidity and to empower users to trade, transfer and pay however they want. merchants within the bakkt ecosystem see a lower cost of payment acceptance, enhanced customer engagement, and decreased loyalty liability through a variety of redemption options.