1-for-25 Reverse Stock Split for Common
Stock
Expected to Begin Trading on Reverse
Split-Adjusted Basis on April 29, 2024
Bakkt Holdings, Inc. (NYSE: BKKT) today announced that,
following approval by the Company's stockholders and its Board of
Directors, the Company will effect a reverse stock split (the
“Reverse Stock Split”) of Bakkt’s Class A common stock, par value
$0.0001 per share (“Class A Common Stock”), and Class V common
stock, par value $0.0001 per share (“Class V Common Stock” and
collectively with the Class A Common Stock, the “Common Stock”), at
a ratio of 1-for-25 (the “Reverse Stock Split Ratio”), effective as
of the close of the trading day on The New York Stock Exchange (the
“NYSE”) on April 26, 2024 (the “Effective Time”).
The Company’s Class A Common Stock is expected to begin trading
on a reverse-split adjusted basis on NYSE as of the open of trading
on April 29, 2024. After the Effective Time, Bakkt will continue to
be subject to periodic reporting and other requirements under the
Exchange Act and the Class A Common Stock and Public Warrants will
continue to be listed on the NYSE under the symbol “BKKT” and “BKKT
WS,” respectively.
Following the Reverse Stock Split, the Company’s Class A Common
Stock will have a new CUSIP number (05759B 305). The CUSIP number
for the Company’s Public Warrants will not change.
As previously disclosed, the Company believes the Reverse Stock
Split will increase the price per share of the Company's Class A
Common Stock and thus enable it to regain compliance with the price
criteria of Section 802.01C of the NYSE Listed Company Manual (the
“Listing Rule”). The Company, however, cannot assure that the price
of its Class A Common Stock after the Reverse Stock Split will
reflect the Reverse Split Ratio, that the price per share following
the Effective Time will be maintained for any period of time, or
that the price will remain above the pre-split trading price.
In connection with the Reverse Stock Split, the Company will
effect a corresponding and proportional adjustment to its
authorized shares of Common Stock, such that the 1,000,000,000
authorized shares of Common Stock, consisting of 750,000,000 shares
of Class A Common Stock and 250,000,000 shares of Class V Common
Stock will be reduced proportionately pursuant to 40,000,000
authorized shares of Common Stock, consisting of 30,000,000 shares
of Class A Common Stock and 10,000,000 shares of Class V Common
Stock. The par value per share of Common Stock and number of
authorized shares of preferred stock will not change.
The Company will not issue fractional shares in connection with
the Reverse Stock Split. Stockholders who would otherwise hold
fractional shares because the number of shares of Class A Common
Stock they hold before the Reverse Stock Split is not evenly
divisible by the Reverse Stock Split Ratio will be entitled to
receive cash (without interest, and subject to any required tax
withholding applicable to a holder) in lieu of such fractional
shares. To maintain parity with the Class A Common Stock, holders
of paired interests (each of which is a combination of one share of
Class V Common Stock and one common unit of Bakkt Opco Holdings,
LLC and is exchangeable into a share of Class A Common Stock on a
one-for-one basis) will also be correspondingly adjusted for the
Reverse Stock Split and be paid out in cash, applying the same
per-share price, for any resulting fractional interests. The
Company does not anticipate that the aggregate cash amount it will
pay in respect of fractional interests will be material.
Immediately after the Reverse Stock Split, each stockholder’s
percentage ownership interest in the Company and proportional
voting power will remain unchanged, except for minor changes that
will result from the treatment of fractional shares.
All of the Company’s outstanding warrants to purchase Class A
Common Stock will be proportionately adjusted as a result of the
Reverse Stock Split in accordance with the terms of the warrants.
Proportionate adjustments will also be made to the Company's
outstanding equity awards, as well as to the number of shares
issuable under the Company's 2021 Omnibus Incentive Plan, as
amended (the “2021 Omnibus Incentive Plan”).
Furthermore, as discussed in the Company’s definitive proxy
statement filed with the U.S. Securities and Exchange Commission
(the “SEC”) on April 19, 2024 in respect of the Company’s 2024
annual meeting of stockholders, the proposal described therein
relating to the approval of an amendment to the 2021 Omnibus
Incentive Plan to increase the number of shares of Class A Common
Stock issuable thereunder will be automatically adjusted to give
effect to the Reverse Stock Split such that the proposed increase
will be for 938,626 shares, rather 75,873,051 shares.
Equiniti Trust Company, LLC will serve as the exchange agent for
the Reverse Stock Split. Registered stockholders holding
pre-reverse split shares of the Company’s Common Stock
electronically in book-entry form are not required to take any
action to receive post-reverse-split shares. Those stockholders who
hold their shares in brokerage accounts or in “street name” will
have their positions automatically adjusted to reflect the Reverse
Stock Split, subject to each brokers’ particular processes, and
will not be required to take any action in connection with the
Reverse Stock Split.
Additional information about the Reverse Stock Split can be
found in Bakkt’s definitive proxy statement filed with the SEC on
April 4, 2024, which is available free of charge at the SEC’s
website, www.sec.gov, and on Bakkt’s Investor Relations website at
https://investors.bakkt.com/home/.
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. For more information,
visit: https://www.bakkt.com/ | X (Formerly Twitter) @Bakkt |
LinkedIn https://www.linkedin.com/company/bakkt/.
Bakkt-C
Note on 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, the
future effective date and intended effects of the Reverse Stock
Split, the Company’s ability to maintain the listing of its Class A
Common Stock on the NYSE, whether or not the Reverse Stock Split
will cure any deficiency under, and allow the Company to regain
compliance with, the Listing Rule and the Company’s expected cash
payout for fractional interests, 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: the Company’s
ability to continue as a going concern; the Company’s ability to
grow and manage growth profitably; changes in the Company’s
business strategy; the Company’s ability to integrate its
acquisitions and achieve desired synergies; the Company’s future
capital requirements and sources and uses of cash, including funds
to satisfy its liquidity needs; the Company’s inability to maintain
the listing of its securities on the New York Stock Exchange;
changes in the market in which the Company competes, including with
respect to its competitive landscape, technology evolution or
changes in applicable laws or regulations; changes in the markets
that the Company targets; disruptions in the crypto market that
subject the Company to additional risks, including the risk that
banks may not provide banking services to the Company; the
possibility that the Company 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 the Company’s growth
strategies, including identifying and executing acquisitions and
the Company’s initiatives to add new clients; the Company’s failure
to comply with extensive government regulation, oversight,
licensure and appraisals; uncertain regulatory regime governing
blockchain technologies and crypto; the inability to develop and
maintain effective internal controls and procedures; the exposure
to any liability, protracted and costly litigation or reputational
damage relating to the Company’s data security; the impact of any
goodwill or other intangible assets impairments on the Company’s
operating results; and other risks and uncertainties indicated in
the Company’s filings with the SEC. 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.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20240423525987/en/
Investor Relations IR@bakkt.com Media
press@bakkt.com
Bakkt (NYSE:BKKT)
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