Warrants |
6 Months Ended |
|---|---|
Jun. 30, 2026 | |
| Other Liabilities Disclosure [Abstract] | |
| Warrants | Warrants Gyzer Warrants In connection with the acquisition of Gyzer Inc. on May 7, 2026, the Company issued certain warrants as part of the purchase consideration and compensation arrangements. As purchase consideration, the seller received a warrant to purchase up to 50,000 shares of the Company's Class A common stock at an exercise price of $10.00 per share. The warrant vests upon the earlier of (i) the achievement of $250 million in aggregate trading volume attributable to the holder on the Company's platform during the applicable performance period, subject to an extension of the performance period if specified operating conditions relating to the Company's U.S. dollar payment capabilities are not satisfied within two months of the closing date, or (ii) the volume-weighted average price of the Company's Class A common stock equaling or exceeding $25.00 per share for 20 consecutive trading days during the performance period. In addition, pursuant to an employment agreement entered into at closing, Gyzer's Chief Executive Officer, Daniel Charles Ishag, received an employee warrant to purchase up to 200,000 shares of the Company's Class A common stock at an exercise price of $10.00 per share. Of these warrants, 30,000 shares vest based solely on continued service over a two-year period in four equal installments of 7,500 shares on each of the six-month, one-year, eighteen-month, and two-year anniversaries of the grant date. The remaining 170,000 warrant shares vest upon the achievement of specified aggregate trading volume milestones on the Company's platform during the applicable performance period, subject to the same extension provisions related to the Company's U.S. dollar payment capabilities. The Company accounts for these warrants in accordance with the applicable guidance under U.S. GAAP based on their respective terms and conditions. The Company evaluated the warrants issued in connection with the acquisition and related employment agreement under the guidance of ASC 480, Distinguishing Liabilities from Equity, ASC 815, Derivatives and Hedging, and, where applicable, ASC 718, Compensation—Stock Compensation. The Company concluded that the warrants qualify for equity classification and recorded them at their respective grant-date fair values. The acquisition-related warrant was included as purchase consideration, while the employee warrant is recognized as share-based compensation expense over the applicable vesting period. Pre-Funded Warrants Pre-Funded Warrants to purchase 2,475,201 shares of Class A Common Stock were issued in connection with the Company’s registered direct offering on February 27, 2026 (the "2026 Registered Direct Offering") and were issued pursuant to a purchase agreement with a single investor (the "2026 Pre-Funded Warrants"). The warrants were exercisable at any time at the holder’s option, either through cash payment of a nominal exercise price of $0.0001 per share or on a cashless basis. The 2026 Pre-Funded Warrants were exercised in full in April 2026. Effective April 29, 2026, the investors holding the 2026 Pre-Funded Warrants elected to exercise them in full and purchase an aggregate 2,475,201 shares of Class A Common Stock. The Company received an immaterial amount of proceeds from the exercise of the 2026 Pre-Funded Warrants. As discussed further in Note 13, Stockholders' Equity, in connection with the Underwriting Agreement entered into on July 28, 2025, the Company issued pre-funded warrants (the “2025 Pre-Funded Warrants”) to purchase an aggregate of 746,373 shares of the Company’s Class A common stock, par value $0.0001 per share. The 2025 Pre-Funded Warrants were issued as part of the Company’s public offering of Class A common stock and were sold at a price of $9.9999 per warrant, representing the $10.00 per share public offering price less the $0.0001 per share exercise price. Each Pre-Funded Warrant was exercisable at any time after the date of issuance until exercised in full, subject to certain ownership limitations. During the second half of 2025, 746,373 pre-funded warrants were exercised for 743,362 shares. Public Warrants As of June 30, 2026 and December 31, 2025, there were 7,140,383 public warrants to purchase Class A Common Stock (the "Public Warrants") outstanding. Holders of The Public Warrants can exercise 25 Public Warrants to purchase one share of Class A Common Stock at an exercise price of $287.50 per share. The Public Warrants became exercisable on November 15, 2021. The Public Warrants will expire on October 15, 2026, or earlier upon redemption or liquidation. Bakkt may redeem the outstanding warrants when various conditions are met, such as specific stock prices, as detailed in the specific warrant agreements. The warrants are recorded as a liability and reflected as “Warrant liability” in the consolidated balance sheets. No proceeds were received from the exercise of the Public Warrants during the six months ended June 30, 2026. During the six months ended June 30, 2025, the Company received an immaterial amount of proceeds from the exercise of the Public Warrants. From the change in fair value of the warrant liability, Bakkt recognized a gain of $0.6 million and a $0.7 million, respectively during the three and six months ended June 30, 2026. During the three and six months ended June 30, 2025, Bakkt recognized a gain of $0.2 million and a gain of $2.8 million, respectively from the change in fair value of the warrant liability. Class 1 and Class 2 Warrants In March and April 2024, Bakkt issued and sold Class 1 Warrants (“Class 1 Warrants”) to purchase an aggregate of 1,153,402 shares of Class A Common Stock, Class 2 Warrants (“Class 2 Warrants”) to purchase an aggregate of 1,153,402 shares of Class A Common Stock and Pre-Funded Warrants (“2024 Pre-Funded Warrants”) to purchase an aggregate of 448,742 shares of Class A Common Stock. The Class 1 and Class 2 Warrants each have an exercise price of $25.50 and have a five-and-a-half year term. The Class 1 and Class 2 Warrants may each be exercised at any time after the 6 month anniversary of the relevant closing. The Class 2 warrant agreement contains an alternative exercise clause that entitles the holder to exchange two warrants for a share of stock if certain conditions are met. The Class 1 and Class 2 Warrants are initially recorded as a liability at fair value and reflected as “Warrant liability” in the consolidated balance sheets. The Class 1 Warrants and Class 2 Warrants issued on April 25, 2024 were valued at $2.6 million using the Black-Scholes-Merton model for Class 1 Warrants and a binomial lattice model for the Class 2 Warrants. Prior to the second quarter of 2024, the Company used a Monte Carlo simulation to measure the fair value of the Class 2 Warrants. During the second quarter of 2024, management adopted a binomial lattice model as the valuation technique as management believes it provides a more accurate and relevant measure of the fair value of the Class 2 Warrants. The Class 1 Warrants and Class 2 Warrants issued on March 4, 2024 were valued at $27.7 million using the Black-Scholes-Merton model for Class 1 Warrants and a Monte Carlo simulation for the Class 2 Warrants. As of June 30, 2026, Class 1 Warrants and Class 2 Warrants exercisable for 2,017,850 shares of Class A Common Stock remain outstanding. The Company recognized a gain from the change in fair value of the warrant liability associated with the Class 1 and Class 2 Warrants of $0.8 million and $5.4 million during the three and six months ended June 30, 2026. The Company recognized a loss of $8.8 million and a gain of $20.9 million, respectively firing the three and six months ended June 30, 2025.
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