Apex Fintech Solutions LLC is selling the crypto business that once complicated the closing of its now-scuttled merger plan with special purpose acquisition company Northern Star Investment Corp II in 2021, and the financial technology company aims to try to go public via a traditional IPO in the future.
On Nov. 3, digital asset platform Bakkt Holdings Inc. said it will acquire Apex Crypto LLC from Apex Fintech for a total consideration of $200 million. The deal comes almost a year after Apex Fintech called off a SPAC merger in December 2021 that would have made it a publicly traded company.
The crypto business appeared to cause a delay in the regulatory review in 2021 for the U.S. Securities and Exchange Commission to approve the SPAC merger, William Capuzzi, CEO of Apex Fintech, said in an interview. The extensive merger review put the closing date up in the air, and the uncertainty discouraged some investors of the SPAC, Capuzzi explained. SPAC vehicles typically carry a deadline to close a merger or they will have to dissolve and return investors' money.
Apex Fintech agreed to merge with the SPAC for $4.7 billion in February 2021 and initially expected to close the deal in the second quarter of 2021, according to an 8-K filing.
"There was nothing untoward specifically around Apex," Capuzzi said. "It was more [about] the SEC trying to get their arms wrapped around how they're going to regulate the broader crypto market."
Several issues being discussed at that time have not been fully clarified today, including whether the main regulator would be the SEC or the Commodity Futures Trading Commission; and the accounting method as to how to represent crypto-assets in public filings, Capuzzi noted.
Apex Fintech provides trading technology and clearing, custody services for its fintech customers to offer retail investing across five asset classes, and Apex Crypto is tailored to cryptocurrency trading. Apex Fintech has over 220 customers including SoFi Technologies Inc., eToro Group Ltd., Betterment LLC and Goldman Sachs Group Inc.
Apex Crypto will bring over 30 fintech customers and 5 million crypto-enabled accounts to new owner Bakkt. As the parties aimed to close the deal in the first half of 2023, they will enter a commercial partnership for Bakkt to sell and service crypto offerings to Apex Fintech's customers.
"Bakkt has largely focused on traditional banks and platform companies, while Apex Crypto has focused on the fintech industry," Bakkt's President and CEO Gavin Michael said during the M&A call Nov. 3. "The fintech industry is a very attractive space for us. It has a high growth rate and a large percentage of younger customers, who tend to be more active investors in crypto."
IPO on the roadmap
Apex Fintech could start contemplating to go public again in the next 18 to 24 months via a regular IPO process, and it will not consider going the SPAC route, Capuzzi said.
"There's just a perception that companies that use SPACs to go public are unsavory," the CEO said. "I think in the eyes of the investor base, there's a little bit of a question mark as to the value of that company."
Many SPAC vehicles listed during the market frenzy in 2020 and 2021 may find it challenging to close a deal, since companies are less attracted to the public market due to the sharp valuation drop across the technology sector. In addition, new accounting rules proposed by the SEC in April 2021 could reduce investors' financial incentive to invest in a blank-check company.
To accelerate growth, Apex Fintech is entertaining conversations with private equity investors for a potential equity raise to fund acquisitions. It is "solidly profitable" and does not need to rely on external funding for operations, according to Capuzzi.
"Lots of people are interested in investing in Apex. We're going to see how things play out over the next six months," Capuzzi said.
Apex Fintech has about 820 employees, up from about 600 last year, and it plans to grow the headcount to over 1,000 in the next 12 months.