| Item 2.01 | Completion of Acquisition or Disposition of Assets. |
On April 1, 2023, Bakkt Holdings, Inc., a Delaware corporation (“Bakkt” or the “Company”), completed the previously announced acquisition (the “Acquisition”) by Bakkt Marketplace, LLC, an indirect wholly owned subsidiary of the Company (“Bakkt Marketplace” and, together with Bakkt, the “Bakkt Parties”), of all of the membership interests in Apex Crypto LLC, a Delaware limited liability company (“Target”), from Apex Fintech Solutions Inc., a Delaware corporation (“Seller” and, together with Target, the “Seller Parties”), pursuant to the terms of a Membership Interest Purchase Agreement (as amended, the “Purchase Agreement”), dated as of November 2, 2022, by and among the Bakkt Parties and the Seller Parties. At the Closing, Bakkt Marketplace paid Seller estimated closing consideration of approximately $67.2 million in cash, which includes the base purchase price of $55.0 million, the estimated amount of cash held by the Target at closing and certain other adjustments. The cash consideration is subject to customary post-closing adjustments based on transaction expenses, indebtedness and the net working capital of Target. Seller is also entitled to receive certain contingent consideration of up to $45.0 million in shares of Bakkt’s Class A common stock depending on Target’s achievement of certain profitability targets for the fourth quarter of 2022, and up to an additional $100.0 million in shares of Bakkt’s Class A common stock depending on Target’s achievement of certain financial targets through 2025. A fulsome description of the contingent consideration was included in the Company’s Current Report on Form 8-K filed on November 3, 2022, which is incorporated by reference into this Current Report on Form 8-K.
The foregoing description of the Acquisition and the Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the Purchase Agreement and Amendment No. 1 to the Purchase Agreement, which amendment adjusted certain closing mechanics and specified certain other matters related to the closing and closing timing. Such agreements are filed as Exhibits 2.1 and 2.2, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.
On April 1, 2023, the Company and Seller entered into a Registration Rights Agreement (the “Registration Rights Agreement”) pursuant to which, among other things and subject to certain restrictions, the Company is required to file with the SEC a registration statement registering for resale the shares of Bakkt’s Class A common stock that may be issued as contingent consideration under the Purchase Agreement. The Registration Rights Agreement also provides holders of Registrable Securities (as defined therein) with certain customary piggyback registration rights.
The foregoing description of the Registration Rights Agreement and the transactions contemplated thereby is subject to and qualified in its entirety by reference to the full text of such agreement, a copy of which is filed as Exhibit 4.1 to this Current Report on Form 8-K and is incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
(a) Financial Statements of Businesses Acquired.
The Company intends to file the financial statements required by this Item 9.01 and Regulation S-X by an amendment to this Current Report not later than 71 calendar days after the date this Current Report is required to be filed.
(b) Pro Forma Financial Information.
The Company intends to file the pro forma financial information required by this Item 9.01 and Regulation S-X by an amendment to this Current Report not later than 71 calendar days after the date this Current Report is required to be filed.
