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PROSPECTUS SUPPLEMENT NO. 9 |
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Filed Pursuant to Rule 424(b)(3) |
(to prospectus dated April 13, 2022) |
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Registration No. 333-261034 |
190,726,638 Shares of Class A Common Stock Issuable Upon the Exchange of Paired Interests
32,500,000 Shares of Class A Common Stock issued in the PIPE Financing
5,184,300 Shares of Class A Common Stock Issued in Respect of Founder Shares
3,151,890 shares of Class A Common Stock Issued Upon the Exchange of a Portion of the Private Placement Warrants
This prospectus supplement is being filed to update and supplement the information contained in the prospectus dated April 13, 2022 (as amended and
supplemented from time to time, the Prospectus) with the information contained in our Current Report on Form 8-K, filed with the Securities and Exchange Commission on August 9, 2022 (the
Form 8-K). Accordingly, we have attached the Form 8-K to this prospectus supplement.
The Prospectus relates to the issuance by us, and the resale by the Selling Securityholders (as defined in Selling Securityholders below), of up
to 190,726,638 shares of Class A common stock, par value $0.0001 per share (Class A Common Stock), issuable upon the exchange of an equal number of Paired Interests (the Legacy Opco Shares). The prospectus also
relates to the resale by the Selling Securityholders of (i) 32,500,000 shares of Class A Common Stock (the PIPE Shares) issued in the PIPE Financing; (ii) 5,184,300 shares of Class A Common Stock issued to VPC Impact
Acquisition Holdings Sponsor, LLC (the Sponsor) and certain of its affiliates that relate to securities acquired by them prior to the IPO (the Founder Shares); and (iii) 3,151,890 shares of Class A Common Stock issued to
the Sponsor upon the exercise of a portion of the Private Placement Warrants (the Private Warrant Shares). Unless otherwise defined, capitalized terms have the meanings ascribed to them in the section entitled About this
Prospectus.
This prospectus supplement updates and supplements the information in the Prospectus and is not complete without, and may not be
delivered or utilized except in combination with, the Prospectus, including any amendments or supplements thereto. This prospectus supplement should be read in conjunction with the Prospectus and if there is any inconsistency between the information
in the Prospectus and this prospectus supplement, you should rely on the information in this prospectus supplement.
Our Class A Common Stock is
listed on The New York Stock Exchange (NYSE) under the symbol BKKT and our warrants to purchase Class A Common Stock (the Warrants) are listed on NYSE under the symbol BKKT WS. On August 8,
2022, the last quoted sale price for our Class A Common Stock as reported on NYSE was $3.08 per share and the last quoted sale price for our Warrants as reported on NYSE was $0.63 per warrant.
We are an emerging growth company, as defined under the federal securities laws, and have elected to comply with certain reduced public company
reporting requirements for the Prospectus and for future filings.
Investing in our securities involves a high degree of risk. Before buying any
securities, you should carefully read the discussion of the risks of investing in our securities in Risk Factors of the Prospectus.
You should rely only on the information contained in the Prospectus or any prospectus supplement or amendment hereto. We have not authorized anyone to
provide you with different information.
Neither the Securities and Exchange Commission nor any state securities commission has approved or
disapproved of these securities or determined if the Prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
The date of
this prospectus supplement is August 9, 2022