Bakkt Holdings Files 8-K

TL;DR

Bakkt filed an 8-K on Feb 29th, mostly routine stuff, no major news.

AI Summary

Bakkt Holdings, Inc. filed an 8-K on February 29, 2024, reporting the entry into a material definitive agreement and filing financial statements and exhibits. The filing details the company's corporate structure and financial reporting, with no specific new agreements or financial figures disclosed in the provided text.

Why It Matters

This filing indicates routine corporate actions and financial reporting by Bakkt Holdings, Inc., providing transparency to investors about its operational and financial status.

Risk Assessment

Risk Level: low — The filing appears to be routine corporate disclosure and does not contain information suggesting immediate or significant risk.

Key Players & Entities

• Bakkt Holdings, Inc. (company) — Registrant
• February 29, 2024 (date) — Date of earliest event reported
• Delaware (jurisdiction) — State of incorporation
• 001-39544 (identifier) — Commission File Number
• 98-1550750 (identifier) — IRS Employer Identification No.
• 10000 Avalon Boulevard, Suite 1000, Alpharetta, Georgia 30009 (address) — Address of principal executive offices
• ( 678 ) 534-5849 (phone_number) — Registrant's telephone number

FAQ

Key Financial Figures

• $0.0001 — tered Class A Common Stock, par value $0.0001 per share BKKT The New York Stock Exc
• $0.8670 — Class 2 Warrant (each, a "Warrant") was $0.8670 and the purchase price of each Pre-Fund
• $0.8669 — ed Warrant and accompanying Warrant was $0.8669. In a concurrent registered direct off
• $1.0200 — ss 2 Warrants have an exercise price of $1.0200 per share, which will be payable in cas
• $37.6 m — e Third-Party Offering of approximately $37.6 million, after deducting the placement ag
• $9.8 m — from the ICE Offering of approximately $9.8 million, after deducting estimated offeri

Filing Documents

• bakkt-20240229.htm (8-K) — 54KB
• ex41formofclass1warrant.htm (EX-4.1) — 118KB
• ex42formofclass2warrant.htm (EX-4.2) — 122KB
• ex43formofpre-fundedwarrant.htm (EX-4.3) — 114KB
• ex51legalopinion.htm (EX-5.1) — 22KB
• ex52legalopinionice.htm (EX-5.2) — 21KB
• ex101purchaseagreement.htm (EX-10.1) — 242KB
• ex102purchaseagreementice.htm (EX-10.2) — 223KB
• ex103votingsupport.htm (EX-10.3) — 55KB
• image_1.jpg (GRAPHIC) — 67KB
• 0001820302-24-000041.txt ( ) — 1421KB
• bakkt-20240229.xsd (EX-101.SCH) — 2KB
• bakkt-20240229_def.xml (EX-101.DEF) — 16KB
• bakkt-20240229_lab.xml (EX-101.LAB) — 31KB
• bakkt-20240229_pre.xml (EX-101.PRE) — 17KB
• bakkt-20240229_htm.xml (XML) — 4KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. On February 29, 2024, Bakkt Holdings, Inc. (the "Company") entered into a securities purchase agreement (the "Third-Party Purchase Agreement") with certain institutional investors (the "Third-Party Purchasers"). The consummation of the transactions contemplated by the Third-Party Purchase Agreement (the "Third-Party Closing") occurred on March 4, 2024. At the Third-Party Closing, pursuant to the Third-Party Purchase Agreement, the Company issued and sold to the Third-Party Purchasers an aggregate of 34,917,532 shares of the Company's Class A Common Stock, par value $0.0001 per share ("Class A Common Stock"), including 4,917,532 shares of Class A Common Stock issued upon exercise of certain of the Pre-Funded Warrants (as defined below) prior to the Third-Party Closing, Class 1 Warrants ("Class 1 Warrants") to purchase an aggregate of 23,068,051 shares of Class A Common Stock, Class 2 Warrants ("Class 2 Warrants") to purchase an aggregate of 23,068,051 shares of Class A Common Stock and Pre-Funded Warrants ("Pre-Funded Warrants") to purchase an aggregate of 11,218,570 shares of Class A Common Stock, which excluded Pre-Funded Warrants exercised prior to the Third-Party Closing. The offering of such securities was conducted in a registered direct offering (the "Third-Party Offering"). The purchase price of each share of Class A Common Stock and accompanying Class 1 Warrant or Class 2 Warrant (each, a "Warrant") was $0.8670 and the purchase price of each Pre-Funded Warrant and accompanying Warrant was $0.8669. In a concurrent registered direct offering (the "ICE Offering" and, together with the Third-Party Offering, the "Concurrent Offerings"), on February 29, 2024, the Company entered into a securities purchase agreement (the "ICE Purchase Agreement" and, together with the Third-Party Purchase Agreement, the "Purchase Agreements") with Intercontinental Exchange Holdings, Inc. ("ICE"), pursuant to which the Company

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description 4.1 Form of Class 1 Warrant 4.2 Form of Class 2 Warrant 4.3 Form of Pre-Funded Warrant 5.1 Opinion of Wilson Sonsini Goodrich and Rosati, P.C. 5.2 Opinion of Wilson Sonsini Goodrich and Rosati, P.C. 10.1* Form of Third-Party Purchase Agreement . 10.2* Form of ICE Purchase Agreement . 10.3 Form of Voting Support Agreement . 23.1 Consent of Wilson Sonsini Goodrich and Rosati, P.C. (included in Exhibit 5.1 hereto) 23.2 Consent of Wilson Sonsini Goodrich and Rosati, P.C. (included in Exhibit 5.2 hereto) 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) * Exhibits and schedules have been omitted from this filing pursuant to Item 601(a)(5) of Regulation S-K and will be furnished to the Securities and Exchange Commission upon request. 4 SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized. BAKKT HOLDINGS, INC. By: /s/ Marc D'Annunzio Name: Marc D'Annunzio Title: General Counsel and Secretary Dated: March 4, 2024

View Full Filing

View this 8-K filing on SEC EDGAR