Bakkt announces $40M registered direct offering, $10M concurrent RDO

Bakkt Holdings (BKKT) 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 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 purchase price of each share of Class A common stock and accompanying warrant is $0.8670. 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 (ICE), on the same pricing terms as the Third-Party 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. 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 $42.4M, before deducting fees and expenses payable by Bakkt, including $2.4M 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 $7.6M, 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.