Bakkt Holdings, a crypto marketplace backed by the Intercontinental Exchange (ICE), has filed a $1 billion shelf registration with the SEC to raise capital, potentially for Bitcoin acquisitions as part of its updated treasury strategy. The filing allows for flexible capital-raising through sales of Class A common stock, preferred stock, bonds, warrants, and debt securities without needing separate registrations for each issuance.
The company stated that proceeds could be used for general corporate purposes, with a portion allocated to acquiring Bitcoin and other digital assets. Though Bakkt has not yet purchased any Bitcoin, it plans to explore further financing options including convertible notes and bonds to facilitate its digital asset expansion.
This move aligns with Bakkt’s announcement on June 10 to allocate part of its treasury to Bitcoin and other 'top-tier' cryptocurrencies, viewing them as stores of value with long-term appreciation potential. The timing and scale of purchases depend on market conditions, capital market receptivity, and business performance.
Bakkt co-CEOs Akshay Naheta and Andy Main, the latter recently appointed, are leading this strategic pivot to transform Bakkt into a pure-play crypto infrastructure company. The firm is evaluating global jurisdictions to deploy its treasury strategies.
The filing also highlights regulatory uncertainties, risks around cryptocurrency classification, banking access, and Bakkt’s limited operating history with past operating losses. The 2025 outlook raised concerns due to inadequate cash reserves. The company’s shares fell by 27% in March 2025 after Bank of America and Webull withdrew partnerships but surged over 3% following the shelf offering announcement.