Bakkt Holdings, Inc. priced a registered direct offering of 3,024,799 shares of Class A common stock and pre‑funded warrants to purchase up to 2,475,201 shares at $8.75 per share on February 27, 2026. The offering is expected to close on or around March 2, 2026 and is anticipated to generate $48.125 million in gross proceeds. Cohen & Company Capital Markets served as the sole placement agent, and the transaction was made pursuant to a shelf registration statement on Form S‑3 (File No. 333‑288361) declared effective on July 3, 2025.
The company plans to use the net proceeds for working capital, general corporate purposes, and strategic initiatives. The capital raise signals that Bakkt is addressing liquidity needs while positioning itself to invest in growth opportunities and maintain operational flexibility.
Prior period financials underscore the urgency of the offering. Analysts expect Bakkt’s Q4 2025 revenue to be $279.87 million, a sharp decline from $1.80 billion YoY, and an EPS loss of $0.47 versus a $2.95 loss YoY. The significant revenue contraction and continued losses highlight the company’s need for additional capital to sustain its operations and pursue strategic projects.
Analyst coverage reflects mixed sentiment. A Hold rating with an average price target of $52.85 is reported, while another analyst has issued a Strong Buy recommendation. The divergent views illustrate the market’s uncertainty about Bakkt’s ability to reverse its recent financial decline and capitalize on future opportunities.
The offering is dilutive because it includes pre‑funded warrants that can increase the number of outstanding shares. Investors may view the dilution as a concern, especially given the company’s recent revenue decline and ongoing losses. The dilutive nature of the transaction is a key factor that could influence investor perception of the company’s future prospects.
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