As filed with the Securities and Exchange Commission on April 20, 2023
Registration No. 333-254935
UNITED STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 2
TO
FORM S-4
REGISTRATION STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
Bakkt Holdings, Inc.
(Exact name of Registrant as specified in its charter)
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Delaware |
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7389 |
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98-1550750 |
(State or other jurisdiction of
incorporation or organization) |
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(Primary Standard Industrial
Classification Code Number) |
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(I.R.S. Employer
Identification Number) |
10000 Avalon Boulevard, Suite 1000
Alpharetta, Georgia 30009
(678) 534-5849
(Address, including zip code, and telephone number, including area code, of registrants principal executive offices)
Gavin Michael
Chief
Executive Officer
10000 Avalon Boulevard, Suite 1000
Alpharetta, Georgia 30009
(678) 534-5849
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
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J. Matthew Lyons
Austin D. March Wilson
Sonsini Goodrich & Rosati, P.C. 900 S. Capital of Texas Highway
Las Cimas IV, 5th Floor
Austin, TX 78746 (512) 338-5400 |
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Marc DAnnunzio
General Counsel 10000
Avalon Boulevard, Suite 1000 Alpharetta, Georgia 30009
(678) 534-5849 |
Approximate date of commencement of proposed sale to the public: Not applicable.
If the securities being registered on this Form are to be offered in connection with the formation of a holding company and there is compliance with General
Instruction G, check the following box. ☐
If this Form is filed to register additional securities for an offering pursuant to Rule
462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement for the same offering. ☐
Indicate by check mark whether
the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of large accelerated
filer, accelerated filer, smaller reporting company and emerging growth company in Rule 12b-2 of the Exchange Act.
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Large accelerated filer |
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☐ |
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Accelerated filer |
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☐ |
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Non-accelerated filer |
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☒ |
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Smaller reporting company |
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☒ |
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Emerging growth company |
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☒ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period
for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of Securities Act. ☐
If
applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:
Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer) ☐
Exchange Act Rule
14d-1(d) (Cross-Border Third-Party Tender Offer) ☐
The
registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall
thereafter become effective in accordance with Section 8(a) of the Securities Act or until this registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may
determine.