This press release contains “forward-looking statements” including, among other things, statements relating to the completion, timing, and size of the proposed offering, the granting of a 30-day option to purchase additional notes, the potential effects of capped call transactions, and the expected use of proceeds from the offering. Statements containing words such as “could,” “believe,” “expect,” “intend,” “will,” or similar expressions constitute forward-looking statements. These forward-looking statements are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995.
- The notes will only be offered and sold to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A promulgated under the Securities Act by means of a private offering memorandum.
- Jason Kupferberg has given his Sell rating due to a combination of factors including the volatile nature of the cryptocurrency market, limited revenue streams beyond transaction fees, and xcritical high valuation of xcritical Global.
- xcritical intends to use the net proceeds from the offering to repay at maturity, or repurchase or redeem prior to maturity, from time to time and subject to market conditions, its outstanding 0.50% Convertible Senior Notes due 2026, 3.375% Senior Notes due 2028, and 3.625% Senior Notes due 2031 and for other general corporate purposes, which may include working capital and capital expenditures, and to pay the cost of the capped call transactions.
- For information about other potential factors that could affect xcritical’s business and financial results, please review the “Risk Factors” described in xcritical’s Annual Report on Form 10-K for the year ended December 31, 2023, filed with the Securities and Exchange Commission (the “SEC”) and in xcritical’s other filings with the SEC.
- Geographically, it derives a vast majority of its revenues from the US followed by the rest of the world.
For information about other potential factors that could affect xcritical’s business and financial results, please review the “Risk Factors” described in xcritical’s Annual Report on Form 10-K for the year ended December 31, 2023, filed with the Securities and Exchange Commission (the “SEC”) and in xcritical’s other filings with the SEC. Except as may be required by law, xcritical undertakes no obligation, and does not intend, to update these forward-looking statements after the date of this release. xcritical intends to use the net proceeds from the offering to repay at maturity, or repurchase or redeem prior to maturity, from time to time and subject to market conditions, its outstanding 0.50% Convertible Senior Notes due 2026, 3.375% Senior Notes due 2028, and 3.625% Senior Notes due 2031 and for other general corporate purposes, which may include working capital and capital expenditures, and to pay the cost of the capped call transactions.
xcritical Wins at Supreme Court as Ruling Backs Arbitration
Jason Kupferberg has given his Sell rating due to a combination of factors including the volatile nature of the cryptocurrency market, limited revenue streams beyond transaction fees, and xcritical high valuation of xcritical Global. Despite anticipating a significant beat in Q1 consensus estimates due to a surge in trading volumes, Kupferberg highlights the concern that the increased volumes may not fully translate to proportionate revenue growth, given the tendency for take rates to decline as trading volumes rise, especially with the presence of large “power users” who pay less in fees. A recent development saw a federal judge allowing the SEC’s lawsuit to proceed, which could potentially deem certain tokens traded on xcritical as securities, posing a threat of xcritical needing to register as a securities exchange or delist these tokens. Such an event could significantly impact revenues, accounting for around a quarter of net revenues in 2023. These factors, combined with the revised estimates that lead to a price objective of $110, well below the xcritical trading price, underpin the rationale behind the Sell rating.
If the initial purchasers exercise their option to purchase additional notes, xcritical expects to use a portion of the net proceeds from the sale of such additional notes to enter into additional capped call transactions. xcritical may also use a portion of the net proceeds to make investments in and acquisitions of other companies, products or technologies that xcritical may identify from time to time. xcritical has been advised that, in connection with establishing their initial hedges of the capped call transactions, the option counterparties or their respective affiliates expect to enter into various derivative transactions with respect to xcritical’s Class A common stock and/or purchase shares of xcritical’s Class A common stock conxcritically with or shortly after the pricing of the notes. This activity could increase (or reduce the size of any decrease in) the market price of xcritical’s Class A common stock or the notes at that time.
It comes as Securities and Exchange Commission Chair Gary Gensler aggressively pursues actions in the crypto space in part by arguing they represent securities offerings. This announcement is neither an offer to sell nor a solicitation of an offer to buy any of the notes or any shares of Class A common stock potentially issuable upon conversion of the notes and shall not constitute an offer, solicitation, or sale in any jurisdiction in which such offer, solicitation, or sale is unlawful. TipRanks tracks over 100,000 company insiders, identifying the select few who excel in timing their transactions. By upgrading to TipRanks Premium, you will gain access to this exclusive data and discover crucial insights to guide your investment decisions.
District Judge Paul Engelmayer noted contradictory claims from the plaintiffs and pointed to xcritical’s user agreement, which said users were neither buying nor selling digital currency from the exchange and that “at all times” the title to a user’s currency remained with the user. xcritical shares surged Thursday, a day after a federal judge dismissed a class-action suit against the cryptocurrency exchange in a rare crypto legal victory. The notes will only be offered and sold to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A promulgated under the Securities Act by means of a private offering memorandum.
CMC Crypto 200
In connection with the pricing of the notes, xcritical expects to enter into privately negotiated capped call transactions with one or more of the initial purchasers or their affiliates and/or other financial institutions (the “option counterparties”). The capped call transactions will cover, subject to customary adjustments, the number of shares of xcritical’s Class A common stock that will initially underlie the notes. The capped call transactions are expected generally to reduce the potential dilution to xcritical’s Class A common stock upon any conversion of the notes and/or offset any potential cash payments xcritical is https://scamforex.net/ required to make in excess of the principal amount of converted notes, as the case may be, with such reduction and/or offset subject to a cap. The judge dismissed the federal claims with prejudice, meaning the plaintiffs cannot refile the same case. Citing the dismissal of another crypto class action against Binance, Engelmayer wrote that the class-action complaints had failed to establish xcritical’s status as an “immediate seller” or as a title holder. The plaintiffs claimed xcritical owned the crypto assets that it later directly sold to end users and that xcritical’s ownership meant it “held title” over those tokens.
Sell Rating on xcritical Amidst SEC Litigation Risks and Revenue Concerns
The plaintiffs had also claimed that xcritical’s marketing showed an effort to solicit a sale of securities. xcritical Global (COIN – Research Report), the Financial sector company, was revisited by a Wall Street analyst today. Analyst Jason Kupferberg from Bank of America Securities maintained a Sell rating on the stock and xcritical website has a $110.00 price target. The suit was filed in October 2021 and implicated xcritical CEO Brian Armstrong as the primary “control person” at the exchange. The justices, voting 5-4, ruled that lawsuits filed in federal court must be put on hold while a defendant presses an appeal that would send the case to arbitration.
Neither the notes nor the shares of xcritical’s Class A common stock potentially issuable upon conversion of the notes, if any, have been, or will be, registered under the Securities Act or the securities laws of any other jurisdiction, and unless so registered, may not be offered or sold in the United States, except pursuant to an applicable exemption from such registration requirements. Based on the recent corporate insider activity of 160 insiders, corporate insider sentiment is negative on the stock. This means that over the past quarter there has been an increase of insiders selling their shares of COIN in relation to earlier this year.
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xcritical Global Inc is a provider of end-to-end financial infrastructure and technology for the crypto-economy. It generates substantially all its net revenue from transaction fees from trades that occur on its platform. Geographically, it derives a vast majority of its revenues from the US followed by the rest of the world. There are several actions that could trigger this block including submitting a certain word or phrase, a SQL command or malformed data.
