Bakkt, Inc. 8-K

What Happened

• Bakkt, Inc. announced a registered direct offering under an effective Form S-3 registration statement. On Feb. 27, 2026 the company entered into a securities purchase agreement and the offering closed on March 2, 2026. The company sold 3,024,799 shares of Class A common stock and issued pre‑funded warrants to purchase 2,475,201 shares.

Key Details

• Offering price: $8.75 per share and $8.7499 per pre‑funded warrant (pre‑funded price equals share price minus $0.0001 exercise price).
• Gross proceeds: approximately $48.125 million (before placement agent fees and offering expenses).
• Placement agent: Cohen & Company Capital Markets; fee payable by the company equal to 3% of gross proceeds plus reimbursement of certain expenses.
• Lock‑ups: the Purchase Agreement and company officers/directors include 45‑day lock‑up restrictions (with customary exceptions).
• Pre‑funded warrants: exercisable any time (in whole or in part) subject to a beneficial ownership cap of 9.90% of outstanding shares (holder may elect a different cap up to 9.90% with 61 days’ notice); include standard anti‑dilution and fundamental‑transaction protections.

Why It Matters

• The transaction provides Bakkt with immediate capital (about $48.1M gross) to support working capital, general corporate purposes and strategic initiatives, which can help fund operations and growth plans without taking on debt. The placement agent fee and 45‑day lock‑ups are standard for this type of financing. Investors should note the dilution impact from the newly issued shares and potential future dilution if the pre‑funded warrants are exercised (subject to ownership caps).