Dominari Holdings Files $2 Billion Shelf to Support Strategic Expansion

Rhea-AI Summary

Dominari Holdings (Nasdaq: DOMH) has filed a significant shelf registration statement with the SEC, potentially allowing the company to offer and sell up to $2 billion in securities. The shelf registration, once effective, will enable DOMH to issue common stock, preferred stock, or a combination of both.

While the company currently has no immediate plans to utilize the shelf registration, potential proceeds could fund working capital, capital expenditures, acquisitions, and a cryptocurrency treasury strategy. The securities cannot be sold until the registration statement becomes effective.

Positive

• Substantial $2 billion shelf registration provides significant financial flexibility
• Multiple potential uses of proceeds including acquisitions and crypto treasury strategy
• Strategic positioning for future growth opportunities

Negative

• Potential future dilution for existing shareholders if securities are issued
• No immediate plans for using the shelf registration indicates uncertainty in timing
• Cryptocurrency treasury strategy could expose company to crypto market volatility

Insights

Financial Analyst

Dominari's $2B shelf registration creates future fundraising flexibility with no immediate capital raising plans, providing strategic optionality.

Dominari Holdings has filed a substantial $2 billion shelf registration statement with the SEC, creating a financial framework that would allow the company to raise capital through various securities offerings over time. This ceiling represents the maximum potential capital the company could raise through future issuances of common stock, preferred stock, or combinations thereof.

It's critical to note that Dominari has explicitly stated they have "no current intention to use the Shelf Registration Statement" at this time. This filing is best understood as a preparatory measure rather than signaling an imminent capital raise - essentially giving the company a pre-approved mechanism to access capital markets quickly when needed.

If the registration becomes effective and is eventually utilized, Dominari has outlined several potential uses for the proceeds:

• Working capital needs
• Capital expenditures
• Funding potential acquisitions
• Other business opportunities
• Establishment of a cryptocurrency treasury strategy

The mention of a potential cryptocurrency treasury strategy is particularly noteworthy, suggesting the company may be considering digital assets as part of its future capital allocation framework, though this is presented as just one of several possibilities.

From a corporate finance perspective, this type of shelf registration creates valuable optionality, allowing management to access capital markets opportunistically without the pressure of immediate fundraising needs. The registration has not yet become effective, meaning no securities can be sold until the SEC completes its review process.

This filing represents a procedural step that expands Dominari's future financial flexibility rather than announcing any immediate operational changes or capital deployment.

NEW YORK, Aug. 28, 2025 /PRNewswire/ -- Dominari Holdings Inc. (Nasdaq: DOMH) today announced the filing of its shelf registration statement (the "Shelf Registration") on Form S-3 with the U.S. Securities and Exchange Commission (the "SEC"). If the Shelf Registration is declared effective, it will permit the Company to offer and sell, from time to time in one or more offerings, up to $2 Billion worth of shares of common stock, preferred stock, or any combination thereof (the "securities"). Although we have no current intention to use the Shelf Registration Statement, depending on numerous factors, including the development of current and future business initiatives, we intend to use the net proceeds from any sales under the Shelf Registration Statement for working capital, capital expenditures, funding potential acquisitions and other business opportunities, including but not limited to, the establishment of a cryptocurrency treasury strategy.

A registration statement related to these securities has been filed with the Securities and Exchange Commission but has not yet become effective. These securities may not be sold nor may offers to buy be accepted prior to the time the registration statement has become effective. This press release shall not constitute an offer to sell or a solicitation of an offer to buy, nor shall there be any sale of these securities in any jurisdiction in which an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction. Any offering of the securities covered under the shelf registration statement, once it has become effective, will be made solely by means of a prospectus and an accompanying prospectus supplement relating to that offering, 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.

For additional information about Dominari Holdings Inc., please visit: https://www.dominariholdings.com/

About Dominari Holdings Inc.

The Company is a holding company that, through its various subsidiaries, is currently engaged in wealth management, investment banking, sales and trading and asset management. In addition to capital investment, Dominari Holdings provides management support to the executive teams of its subsidiaries, helping them to operate efficiently and reduce cost under a streamlined infrastructure. In addition to organic growth, the Company seeks opportunities outside of its current business to enhance shareholder value, including in the AI and Data Center sectors.

Dominari Securities LLC's Mission Statement:

Dominari Securities LLC, a principal subsidiary of Dominari Holdings Inc., is a dynamic, forward-thinking financial services company that seeks to create wealth for all stakeholders by capitalizing on emerging trends in the financial services sector and identifying early-stage future opportunities that are expected to generate a high rate of return for investors.

Securities Brokerage and Registered Investment Adviser Services are offered through Dominari Securities LLC, a Member of FINRA, MSRB and SIPC. Securities brokerage, investment adviser and other non-bank deposit investments are not FDIC insured and may lose some or all of the principal invested. You can check the background of Dominari Securities and its registered investment professionals and review its SEC Form CRS on FINRA's BrokerCheck site at https://brokercheck.finra.org. Information for Dominari Securities LLC and its registered investment professionals as well as its SEC Form CRS may also be found on FINRA's BrokerCheck site.

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995. Words such as "may," "might," "will," "should," "believe," "expect," "anticipate," "estimate," "continue," "predict," "forecast," "project," "plan," "intend" or similar expressions, or statements regarding intent, belief, or current expectations, are forward-looking statements. While the Company believes these forward-looking statements are reasonable, undue reliance should not be placed on any such forward-looking statements, which are based on information available to us on the date of this release. These forward-looking statements are based upon current estimates and assumptions and are subject to various risks and uncertainties, including without limitation those set forth in the Company's filings with the SEC, which include but are not limited to the Risk Factors set forth in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2023 relating to its business. Thus, actual results could be materially different. The Company expressly disclaims any obligation to update or alter statements whether as a result of new information, future events or otherwise, except as required by law.

Contacts:
Dominari Holdings Inc.
https://www.dominariholdings.com/
Investor Relations
Hayden IR
Brett Maas, Managing Partner
Phone: (646) 536-7331
Email: brett@haydenir.com
www.haydenir.com

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SOURCE Dominari Holdings Inc.

FAQ

What is the size of Dominari Holdings' (DOMH) new shelf registration?

Dominari Holdings filed a $2 billion shelf registration statement with the SEC, allowing them to offer and sell various securities once effective.

How does Dominari Holdings (DOMH) plan to use the proceeds from the shelf registration?

DOMH plans to use potential proceeds for working capital, capital expenditures, acquisitions, and establishing a cryptocurrency treasury strategy, though they have no immediate plans to utilize the shelf.

When will Dominari Holdings' (DOMH) shelf registration become effective?

The shelf registration has been filed with the SEC but has not yet become effective. Securities cannot be sold until the registration statement becomes effective.

What types of securities can Dominari Holdings (DOMH) offer under the shelf registration?

Under the shelf registration, DOMH can offer and sell shares of common stock, preferred stock, or any combination thereof up to $2 billion.

What is the impact of DOMH's shelf registration on current shareholders?

While the shelf provides financial flexibility, any future issuance of securities under the $2 billion shelf registration could potentially dilute existing shareholders.