Bakkt Announces $40 Million Registered Direct Offering with Institutional Investors and $10 Million Concurrent Registered Direct Offering
29 Fevereiro 2024 - 10:52AM
Business Wire
Offering at $0.8670 per share plus Warrants
Bakkt Holdings, Inc. (“Bakkt”) (NYSE: BKKT) today announced that
it has entered into two securities purchase agreements, which
relate to:
- 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 $0.0001) and
accompanying Class 1 warrants and Class 2 warrants to purchase up
to an aggregate of 46,136,102 shares of its Class A common stock in
a registered direct offering to a set of institutional investors
(the “Third-Party Offering”). The purchase price of each share of
Class A common stock and accompanying warrant is $0.8670 (or
$0.8669 per pre-funded warrant and accompanying warrant). The
pre-funded warrants will be immediately exercisable and will not
expire. The Third-Party Offering is expected to close on March 4,
2024, subject to customary closing conditions.
- 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 $1.0200 per share, which can be paid in cash or on a
cashless basis, are generally exercisable beginning six months
after closing, and will expire five and one-half years after the
initial closing. The Class 1 warrants and Class 2 warrants are
identical, except that the Class 2 warrants also contain an
alternative cashless exercise provision that, after Bakkt obtains
stockholder approval, will allow the holder of the Class 2 warrant
to exercise on a cashless basis and receive a number of shares of
Class A common stock equal to 50% of the shares of Class A common
stock then underlying the Class 2 warrant if Bakkt’s Class A common
stock has a closing sales price lower than the exercise price of
the Class 2 warrants for three consecutive trading days. Each
investor will receive 50% of its non-prefunded warrants in Class 1
warrants and the other 50% in Class 2 warrants. The Class 1
warrants and Class 2 warrants contain customary adjustment,
assumption or cash-out provisions in the event of a sale of the
company.
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 $42.4 million, before deducting fees and expenses
payable by Bakkt, including $2.4 million of placement agent fees
for the Third-Party Offering. Gross proceeds from the second
closing of the ICE Offering, assuming receipt of stockholder
approval, are expected to be approximately $7.6 million, before
deducting fees and expenses payable by Bakkt, for which there will
not be any placement agent fees. Bakkt intends to use the net
proceeds from the offerings primarily for working capital and other
general corporate purposes.
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, New York, New York 10019,
Attention: Equity Capital Markets (telephone: (800) 966-1559, or
email: kbwsyndicatedesk@kbw.com).
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 Alpharetta, GA.
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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version on businesswire.com: https://www.businesswire.com/news/home/20240229430164/en/
Investor Relations Ann DeVries, Head of Investor
Relations Ann.DeVries@bakkt.com Media press@bakkt.com
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