Bakkt Holdings, Inc.
The law firm of Kirby McInerney LLP announces that a class action lawsuit has been filed in the U.S. District Court for the Eastern District of New York on behalf of those who acquired Bakkt Holdings, Inc. (“Bakkt” or the “Company”) (NYSE: BKKT) (a) securities from March 31, 2021 through November 19, 2021, both dates inclusive (the “Class Period”); and/or (b) Bakkt Class A common stock pursuant and/or traceable to the Offering Documents (defined below) issued in connection with the business combination between the Company and Bakkt Holdings, LLC (“Legacy Bakkt”) completed on or about October 15, 2021 (the “Business Combination”). Investors have until June 20, 2022 to apply to the Court to be appointed as lead plaintiff in the lawsuit.
Bakkt was formerly known as “VPC Impact Acquisition Holdings” and operated as a special purpose acquisition company (“SPAC”), also called a blank-check company.
On January 11, 2021, the Company and Legacy Bakkt announced entry into a definitive agreement for the Business Combination that would result in Legacy Bakkt becoming a publicly traded company with an enterprise value of approximately $2.1 billion.
On March 31, 2021, the Company filed a registration statement on Form S-4 with the SEC in connection with the Business Combination, which, after several amendments, was declared effective by the SEC on September 17, 2021 (the “Registration Statement”). Also on September 17, 2021, the Company filed a proxy statement and prospectus on Form 424B3 with the SEC in connection with the Business Combination, which formed part of the Registration Statement (the “Proxy” and, together with the Registration Statement, the “Offering Documents”).
On or about October 15, 2021, the Company and Legacy Bakkt completed the Business Combination pursuant to the Offering Documents. Thereafter, the Company changed its name to “Bakkt Holdings, Inc.” and began operating a digital asset platform that enables consumers to buy, sell, convert, and spend digital assets.
On May 17, 2021, Bakkt—then still operating as VIH—notified the SEC of its inability to timely file its quarterly report for the quarter ended March 31, 2021. Specifically, the Company advised that, as a result of a statement issued by the SEC, “the Company reevaluated the accounting treatment of its public warrants and private placement warrants” and “is currently determining the extent of the SEC Statement’s impact on its financial statements[.]” On this news, the Company’s share price declined by $0.13 per share, or approximately 1.26%, from $10.31 per share on May 17, 2021 to close at $10.18 per share on May 18, 2021.
On October 13, 2021, the Company disclosed in an SEC filing that it had also previously failed to properly account for the classification of its Class A ordinary shares and “adjust[ed] . . . the initial carrying value of the Class A ordinary shares subject to possible redemption with the offset recorded to additional paid-in capital (to the extent available), accumulated deficit and Class A ordinary shares.” Notably, the Company revised its balance sheet as of December 31, 2020, including, among other changes, additional paid-in capital that was reduced from $9,860,338 to nil, an accumulated deficit that ballooned from $4,861,190 to $29,250,419, and total shareholders’ equity of $5,000,009 that swung to a total shareholders’ deficit of $29,249,901. On this news, the Company’s share price declined by $0.47 per share, or approximately 4.73%, from $9.93 per share on October 13, 2021 to close at $9.46 per share on October 14, 2021.
On November 22, 2021, Bakkt disclosed in another SEC filing that the Company’s management “has re-evaluated . . . the accounting classification of the Class A ordinary shares . . . of [VIH] . . . and has identified errors in the historical financial statements of VIH . . . related to the misclassification . . . of the Class A Ordinary Shares prior to the [Business Combination].” Specifically, the Company found that, as a result of errors in its condensed consolidated financial statements for the year ended December 31, 2020, and the quarterly periods ended March 31, 2021, June 30, 2021 and September 30, 2021, Bakkt should “restate certain of VIH’s condensed consolidated financial statements from” those periods. On this news, Bakkt’s stock price declined by $2.70 per share, or approximately 13.69%, from $19.72 per share on November 19, 2021 to close at $17.02 per share on November 22, 2021.
The lawsuit alleges throughout the Class Period, the Offering Documents and Defendants made false and/or misleading statements and/or failed to disclose that: (i) the Company had defective financial controls; (ii) as a result, there were errors in the Company’s financial statements related to the misclassification of certain shares issued prior to the Business Combination; (iii) accordingly, the Company would need to restate certain of its financial statements; (iv) the Company downplayed the true scope and severity of these issues; (v) the Company overstated its remediation of its defective financial controls; and (vi) as a result, the Offering Documents and Defendants’ public statements throughout the Class Period were materially false and/or misleading and failed to state information required to be stated therein.