BKKT / Bakkt Holdings, Inc. - SEC फाइलिंग, वार्षिक रिपोर्ट, प्रॉक्सी स्टेटमेंट

बक्कट होल्डिंग्स, इंक.
US ˙ NYSE

मूलभूत आँकड़े
CIK 1820302
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis. These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Bakkt Holdings, Inc.
SEC Filings (Chronological Order)
यह पृष्ठ SEC फाइलिंग की एक पूरी, कालानुक्रमिक सूची प्रदान करता है, ओनरशिप फाइलिंग को छोड़कर, जो हम अन्यत्र प्रदान करते हैं।
August 29, 2025 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) August 26, 2025 Bakkt Holdings, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) August 26, 2025 Bakkt Holdings, Inc.

August 25, 2025 PRE 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934

PRE 14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

August 12, 2025 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) August 8, 2025 Bakkt Holdings, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) August 8, 2025 Bakkt Holdings, Inc.

August 12, 2025 EX-10.2

item 601(a)(6) of Regulation S-K. [***] indicates that information has been redacted. ADVISOR AGREEMENT

EX-10.2 Exhibit 10.2 Certain personally identifiable information has been omitted from this exhibit pursuant to item 601(a)(6) of Regulation S-K. [***] indicates that information has been redacted. ADVISOR AGREEMENT This Advisor Agreement (this “Agreement”) is made and entered into effective as of August 11, 2025 (the “Effective Date”) by and between Bakkt Holdings, Inc. (the “Company”), and Andre

August 12, 2025 EX-10.1

item 601(a)(6) of Regulation S-K. [***] indicates that information has been redacted. RELEASE AGREEMENT

EX-10.1 Exhibit 10.1 Certain personally identifiable information has been omitted from this exhibit pursuant to item 601(a)(6) of Regulation S-K. [***] indicates that information has been redacted. RELEASE AGREEMENT This Release Agreement (“Agreement”) is made by and between Andrew Main (“Executive”) and Bakkt Holdings, Inc. (the “Company”) (together, with its parents, subsidiaries, divisions, aff

August 11, 2025 EX-99.1

Bakkt Reports Second Quarter 2025 Results - Raised $75 million to strengthen the balance sheet and further Bitcoin Treasury Strategy - Acquired ~30% of Tokyo-listed MarushoHotta Co. LTD (“MHT”, TSE: 8105), to be renamed bitcoin.jp1, initiating Bakkt’

erq225 Bakkt Reports Second Quarter 2025 Results - Raised $75 million to strengthen the balance sheet and further Bitcoin Treasury Strategy - Acquired ~30% of Tokyo-listed MarushoHotta Co.

August 11, 2025 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) August 11, 2025 Bakkt Holdings, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) August 11, 2025 Bakkt Holdings, Inc.

August 11, 2025 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39544 BAKKT HOLDINGS, INC.

August 8, 2025 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) August 6, 2025 Bakkt Holdings, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) August 6, 2025 Bakkt Holdings, Inc.

August 8, 2025 EX-3.1

Amendment to the Company’s Amended and Restated Certificate of Incorporation, dated August 7, 2025.

certofamend2 Exhibit 3.1 CERTIFICATE OF AMENDMENT TO THE CERTIFICATE OF INCORPORATION OF BAKKT HOLDINGS, INC. Bakkt Holdings, Inc., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), certifies that: 1. The name of the Corporation is Bakkt Holdings, Inc. The Corporation’s original Certificate of Incorporation was filed with the Secretary of State of th

August 6, 2025 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) August 6, 2025 (July 31, 2025) Bakkt

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) August 6, 2025 (July 31, 2025) Bakkt Holdings, Inc.

August 6, 2025 EX-99.1

1 Bakkt Holdings to Acquire Shares of Japanese Company Marusho Hotta; Company to be renamed bitcoin.jp; Transaction Expected to Kick off Bakkt’s Multinational Bitcoin Treasury Strategy; Alpharetta, GA, August 6, 2025 – Bakkt Holdings, Inc. (“Bakkt” o

loirprjapan 1 Bakkt Holdings to Acquire Shares of Japanese Company Marusho Hotta; Company to be renamed bitcoin.

July 30, 2025 EX-99.1

Bakkt Announces Proposed Public Offering

Exhibit 99.1 Bakkt Announces Proposed Public Offering ALPHARETTA, GA – July 28, 2025 – Bakkt Holdings, Inc. (“Bakkt” or the “Company”) (NYSE: BKKT) today announced its intention to offer shares of Class A common stock and/or pre-funded warrants in lieu thereof through an underwritten public offering. The Company expects to grant the underwriters a 30-day option to purchase up to an additional 15%

July 30, 2025 EX-FILING FEES

EX-FILING FEES

EX-FILING FEES Exhibit 107 The prospectus supplement to which this Exhibit is attached is a final prospectus for the related offering. The maximum aggregate offering price of that offering is $74,999,925.36 (or up to $86,249,925.36 aggregate offering price if the underwriters’ overallotment option to purchase additional shares of Common Stock is exercised in full).

July 30, 2025 EX-4.1

Form of Pre-Funded Warrant.

Exhibit 4.1 Certain personally identifiable information has been omitted from this exhibit pursuant to item 601(a)(6) of Regulation S-K. [***] indicates that information has been redacted. FORM OF PRE-FUNDED COMMON STOCK PURCHASE WARRANT BAKKT HOLDINGS, INC. Warrant Shares: [•] Date of Issuance: [•], 2025 (such date, the “Issue Date”) Warrant No.: [•] THIS PRE-FUNDED COMMON STOCK PURCHASE WARRANT

July 30, 2025 8-K

Regulation FD Disclosure

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) July 30, 2025 (July 28, 2025) Bakkt Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39544 98-1550750 (State or Other Jurisdiction of Incorporation or

July 30, 2025 424B5

Bakkt Holdings, Inc. 6,753,627 Shares of Class A Common Stock Pre-Funded Warrants to Purchase 746,373 Shares of Class A Common Stock

Table of Contents Filed pursuant to Rule 424(b)(5) Registration No. 333-288361 PROSPECTUS SUPPLEMENT (To the Prospectus dated July 3, 2025) Bakkt Holdings, Inc. 6,753,627 Shares of Class A Common Stock Pre-Funded Warrants to Purchase 746,373 Shares of Class A Common Stock We are offering 6,753,627 shares of our Class A common stock, par value $0.0001 per share (the “Common Stock”) and, in lieu of

July 30, 2025 EX-99.3

Bakkt Announces Closing of $75 Million Public Offering

EX-99.3 Exhibit 99.3 Bakkt Announces Closing of $75 Million Public Offering ALPHARETTA, GA – July 30, 2025 – Bakkt Holdings, Inc. (“Bakkt” or the “Company”) (NYSE: BKKT) today announced the closing of its previously announced underwritten public offering of 6,753,627 shares of Class A common stock and pre-funded warrants to purchase up to 746,373 shares of Class A common stock at a public offering

July 30, 2025 EX-1.1

Underwriting Agreement, dated as of July 28, 2025, by and among the Company, Clear Street LLC and Cohen & Co. Capital Markets, a division of Cohen & Company Securities, LLC.

Exhibit 1.1 Certain personally identifiable information has been omitted from this exhibit pursuant to item 601(a)(6) of Regulation S-K. [***] indicates that information has been redacted. 6,753,627 Shares 746,373 Pre-Funded Warrants to Purchase Shares BAKKT HOLDINGS, INC. Class A Common Stock, $0.0001 par value per share Pre-Funded Warrant to Purchase Shares of Class A Common Stock, $0.0001 par v

July 30, 2025 EX-99.2

Bakkt Announces Pricing of $75 Million Public Offering

EX-99.2 Exhibit 99.2 Bakkt Announces Pricing of $75 Million Public Offering ALPHARETTA, GA – July 28, 2025 – Bakkt Holdings, Inc. (“Bakkt” or the “Company”) (NYSE: BKKT) today announced the pricing of its previously announced underwritten public offering of 6,753,627 shares of Class A common stock and pre-funded warrants to purchase up to 746,373 shares of Class A common stock at a public offering

July 28, 2025 424B5

Subject to Completion, Dated July 28, 2025

424B5 Table of Contents The information in this prospectus supplement is not complete and may be changed.

July 28, 2025 EX-10.1

Exhibit 10.1 CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT, MARKED BY BRACKETS AND ASTERISKS [***], HAVE BEEN OMITTED BECAUSE THE CONFIDENTIAL OMITTED INFORMATION IS BOTH (I) NOT MATERIAL AND (II) INFORMATION THAT THE REGISTRANT CUSTOMARILY AND ACTUA

ex101 Exhibit 10.1 CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT, MARKED BY BRACKETS AND ASTERISKS [***], HAVE BEEN OMITTED BECAUSE THE CONFIDENTIAL OMITTED INFORMATION IS BOTH (I) NOT MATERIAL AND (II) INFORMATION THAT THE REGISTRANT CUSTOMARILY AND ACTUALLY TREATS AS PRIVATE OR CONFIDENTIAL. EQUITY PURCHASE AGREEMENT BY AND AMONG PROJECT LABRADOR HOLDCO, LLC, AND BRIDGE2 SOLUTIONS, LLC, ASPIRE L

July 28, 2025 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) July 23, 2025 Bakkt Holdings, Inc. (

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) July 23, 2025 Bakkt Holdings, Inc.

July 28, 2025 EX-99.1

Bakkt Announces Preliminary Second Quarter 2025 Financial Results and Definitive Agreement to Sell Loyalty Business ALPHARETTA, GA – July 28, 2025 – Bakkt Holdings, Inc. (“Bakkt”) (NYSE: BKKT) today announced certain preliminary financial results for

ex991 Bakkt Announces Preliminary Second Quarter 2025 Financial Results and Definitive Agreement to Sell Loyalty Business ALPHARETTA, GA – July 28, 2025 – Bakkt Holdings, Inc.

July 24, 2025 424B3

Bakkt Holdings, Inc. Up to 10,339,123 Shares of Class A Common Stock

424B3 Table of Contents Filed Pursuant to Rule 424(b)(3) Registration No. 333-288362 PROSPECTUS Bakkt Holdings, Inc. Up to 10,339,123 Shares of Class A Common Stock This prospectus relates to the offer and sale by YA II PN, Ltd. (the “Selling Stockholder”) of up to 10,339,123 shares of Class A common stock, par value $0.0001 per share (the “Class A Common Stock”) of Bakkt Holdings, Inc. (the “Comp

July 16, 2025 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934

DEF 14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

July 7, 2025 S-3/A

As filed with the Securities and Exchange Commission on July 7, 2025

Table of Contents As filed with the Securities and Exchange Commission on July 7, 2025 Registration No.

July 2, 2025 PRE 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defi

July 1, 2025 CORRESP

July 1, 2025

CORRESP July 1, 2025 Via EDGAR Securities and Exchange Commission Division of Corporation Finance Office of Crypto Assets 100 F Street, N.

June 27, 2025 EX-FILING FEES

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Table Form S-8 (Form Type) Bakkt Holdings, Inc.

June 27, 2025 S-3

As filed with the Securities and Exchange Commission on June 26, 2025

S-3 Table of Contents As filed with the Securities and Exchange Commission on June 26, 2025 Registration No.

June 27, 2025 EX-FILING FEES

Filing Fee Table.

Exhibit 107 Calculation of Filing Fee Tables Form S-3 (Form Type) Bakkt Holdings, Inc.

June 27, 2025 S-8

As filed with the Securities and Exchange Commission on June 27, 2025

As filed with the Securities and Exchange Commission on June 27, 2025 Registration No.

June 27, 2025 EX-4.5

Amendment No. 3 to Bakkt Holdings, Inc. 2021 Omnibus Incentive Plan.

EX-4.5 Exhibit 4.5 Amendment No. 3 To 2021 Omnibus Incentive Plan This Amendment No. 3 dated April 10, 2025 (this “Amendment”) amends the 2021 Omnibus Incentive Plan, as amended (the “Plan”), of Bakkt Holdings, Inc. (the “Company”). Except as otherwise explicitly set forth herein, all provisions of the Plan shall remain in full force and effect. Capitalized terms used in the Amendment without defi

June 26, 2025 EX-FILING FEES

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Tables Form S-3 (Form Type) Bakkt Holdings, Inc.

June 26, 2025 S-3

As filed with the Securities and Exchange Commission on June 26, 2025

S-3 Table of Contents As filed with the Securities and Exchange Commission on June 26, 2025 Registration No.

June 20, 2025 EX-10.3

Global Guaranty Agreement, dated June 17, 2025, by Bakkt Opco Holdings, LLC in favor of YA II PN, LTD.

Exhibit 10.3 Certain personally identifiable information has been omitted from this exhibit pursuant to item 601(a)(6) of Regulation S-K. [***] indicates that information has been redacted. GLOBAL GUARANTY AGREEMENT This Guaranty (as amended, amended and restated, supplemented or otherwise modified from time to time, this “Guaranty”) is made as of June 17, 2025, by Bakkt Opco Holdings, LLC, a Dela

June 20, 2025 EX-3.2

Certificate of Amendment to the Company’s Certificate of Incorporation, dated June 17, 2025 (incorporated by reference to Exhibit 3.2 to the Company’s Form 8-K filed with the SEC on June 20, 2025).

Exhibit 3.2 CERTIFICATE OF AMENDMENT TO THE CERTIFICATE OF INCORPORATION OF BAKKT HOLDINGS, INC. Bakkt Holdings, Inc., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), certifies that: 1. The name of the Corporation is Bakkt Holdings, Inc. The Corporation’s original Certificate of Incorporation was filed with the Secretary of State of the State of De

June 20, 2025 EX-10.4

Registration Rights Agreement, dated as of June 17, 2025, between Bakkt Holdings, Inc. and YA II PN, LTD.

Exhibit 10.4 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of June 17, 2025, is made by and between YA II PN, LTD., a Cayman Islands exempt limited company (the “Investor”), and BAKKT HOLDINGS, INC., a company incorporated under the laws of the State of Delaware (the “Company”). The Investor and the Company may be referred to herein individually as a

June 20, 2025 EX-10.1

Purchase Agreement, dated as of June 17, 2025, between Bakkt Holdings, Inc. and YA II PN, LTD.

Exhibit 10.1 Certain personally identifiable information has been omitted from this exhibit pursuant to item 601(a)(6) of Regulation S-K. [***] indicates that information has been redacted. SECURITIES PURCHASE AGREEMENT THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of June 17, 2025, is between BAKKT HOLDINGS, INC., a company incorporated under the laws of the State of Delaware, w

June 20, 2025 EX-10.2

Convertible Debenture, dated June 18, 2025 (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the SEC on June 20, 2025).

Exhibit 10.2 Certain personally identifiable information has been omitted from this exhibit pursuant to item 601(a)(6) of Regulation S-K. [***] indicates that information has been redacted. NEITHER THIS DEBENTURE NOR THE SECURITIES INTO WHICH THIS DEBENTURE IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE. THESE SECURITIES HA

June 20, 2025 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) June 18, 2025 (June 17, 2025) Bakk

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) June 18, 2025 (June 17, 2025) Bakkt Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39544 98-1550750 (State or Other Jurisdiction of Incorporation or

June 20, 2025 EX-3.1

Certificate of Amendment to the Company’s Certificate of Incorporation, dated June 17, 2025 (incorporated by reference to Exhibit 3.1 to the Company’s Form 8-K filed with the SEC on June 20, 2025).

Exhibit 3.1 CERTIFICATE OF AMENDMENT TO THE CERTIFICATE OF INCORPORATION OF BAKKT HOLDINGS, INC. Bakkt Holdings, Inc., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), certifies that: 1. The name of the Corporation is Bakkt Holdings, Inc. The Corporation’s original Certificate of Incorporation was filed with the Secretary of State of the State of De

June 20, 2025 EX-10.5

Amendment No. 1, dated June 17, 2025, to the Revolving Credit Agreement, between Bakkt Holdings, Inc., Bakkt Opco, the subsidiaries of Bakkt Holdings, Inc. party thereto as guarantors and Intercontinental Exchange Holdings, Inc., as lender.

Exhibit 10.5 FIRST AMENDMENT TO REVOLVING CREDIT AGREEMENT This First Amendment to the Revolving Credit Agreement (this “Amendment”) is made as of June 17, 2025 (the “Effective Date”), by and among Bakkt Holdings, Inc., a Delaware corporation (“Holdings”), Bakkt Opco Holdings, LLC, a Delaware limited liability company (the “Borrower”), and Intercontinental Exchange Holdings, Inc., a Delaware corpo

June 13, 2025 EX-16.1

June 13, 2025

June 13, 2025 Securities and Exchange Commission Washington, D.C. 20549 Ladies and Gentlemen: We were previously principal accountants for Bakkt Holdings, Inc. (the Company) and, under the date of March 19, 2025, we reported on the consolidated financial statements of the Company as of and for the year ended December 31, 2024 and the effectiveness of internal control over financial reporting as of

June 13, 2025 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) June 9, 2025 Bakkt Holdings, Inc. (E

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) June 9, 2025 Bakkt Holdings, Inc.

June 11, 2025 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.     )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.     ) Filed by the Registrant x Filed by a party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ D

June 10, 2025 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.  )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.  ) Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defi

June 10, 2025 EX-99.2

Bakkt Announces Updated Investment Policy to Include Bitcoin and Other Digital Assets

EX-99.2 Exhibit 99.2 Bakkt Announces Updated Investment Policy to Include Bitcoin and Other Digital Assets ALPHARETTA, GA – June 10, 2025 – Bakkt Holdings, Inc. (“Bakkt” or the “Company”) (NYSE: BKKT) today announced that its Board of Directors has formally approved an updated corporate investment policy, enabling the Company to allocate capital into Bitcoin and other digital assets as part of its

June 10, 2025 EX-99.1

RISK FACTORS RELATED TO THE UPDATE OF OUR INVESTMENT POLICY

EX-99.1 Exhibit 99.1 RISK FACTORS RELATED TO THE UPDATE OF OUR INVESTMENT POLICY Unless the context otherwise requires, all references to “Bakkt,” “we,” “us,” “our,” or the “Company” in risk factors refer to Bakkt Holdings, Inc. and its subsidiaries. The Company has approved an updated corporate investment policy (the “Investment Policy”), enabling the Company to allocate capital into Bitcoin and

June 10, 2025 8-K

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) June 10, 2025 Bakkt Holdings, Inc.

June 10, 2025 8-K

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) June 10, 2025 Bakkt Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39544 98-1550750 (State or Other Jurisdiction of Incorporation or Organization) (

May 12, 2025 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39544 BAKKT HOLDINGS, INC.

May 12, 2025 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) May 12, 2025 Bakkt Holdings, Inc.

May 12, 2025 EX-99.1

Bakkt Reports First Quarter 2025 Results -Entered into cooperation agreement with Distributed Technologies Research (DTR) in Q1 2025 for access to AI and stablecoin payment infrastructure -Commercial agreement with DTR, expected to be completed by Q3

Bakkt Reports First Quarter 2025 Results -Entered into cooperation agreement with Distributed Technologies Research (DTR) in Q1 2025 for access to AI and stablecoin payment infrastructure -Commercial agreement with DTR, expected to be completed by Q3 2025, expected to bring new products for customers, including merchant checkout widget and white-label AI-powered plug-in for global money movement - Strengthened the leadership team with the addition of Ankit Khemka, Chief Product Officer, and Phillip Lord, President, Bakkt International -Net income of $16.

April 28, 2025 DEF 14A

UNITED STATES

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy State

April 28, 2025 DEFA14A

Your Vote Counts! *Please check the meeting materials for any special requirements for meeting attendance. Smartphone users Point your camera here and vote without entering a control number For complete information and to vote, visit www.ProxyVote.co

bakktholdingsincnotice Your Vote Counts! *Please check the meeting materials for any special requirements for meeting attendance.

April 22, 2025 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) April 21, 2025 Bakkt Holdings, Inc.

April 18, 2025 EX-4.4

Form of Performance Stock Unit Agreement by and between the Company. and Akshay Naheta.

Exhibit 4.4 BAKKT HOLDINGS, INC. INDUCEMENT PERFORMANCE UNIT AGREEMENT NOTICE OF INDUCEMENT PERFORMANCE UNIT GRANT Unless otherwise defined herein, the terms defined in the Bakkt Holdings, Inc. 2021 Omnibus Employee Incentive Plan (the “Plan”) will have the same meanings in this Inducement Performance Unit Agreement which includes the Notice of Inducement Performance Unit Grant (the “Notice of Gra

April 18, 2025 S-8

As filed with the Securities and Exchange Commission on April 18, 2025

As filed with the Securities and Exchange Commission on April 18, 2025 Registration No.

April 18, 2025 EX-4.5

Form of Restricted Stock Unit Agreement by and between the Company and Akshay Naheta.

Exhibit 4.5 BAKKT HOLDINGS, INC. INDUCEMENT RESTRICTED STOCK UNIT AGREEMENT NOTICE OF INDUCEMENT RESTRICTED STOCK UNIT GRANT Unless otherwise defined herein, the terms defined in the Bakkt Holdings, Inc. 2021 Omnibus Employee Incentive Plan (the “Plan”) will have the same meanings in this Inducement Restricted Stock Unit Agreement which includes the Notice of Inducement Restricted Stock Unit Grant

April 18, 2025 EX-FILING FEES

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Table Form S-8 (Form Type) Bakkt Holdings, Inc.

April 15, 2025 PRE 14A

UNITED STATES

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State

March 31, 2025 8-K

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) March 27, 2025 Bakkt Holdings, Inc.

March 20, 2025 EX-99.1

Press Release, dated March 19, 2025

Bakkt Reports Fourth Quarter and Full Year 2024 Results - Announces Akshay Naheta to serve as co-CEO of Bakkt and strategic partnership with Distributed Technologies Research (“DTR”), a cutting-edge stablecoin payments platform - Signed definitive agreement to divest Trust business to Intercontinental Exchange (“ICE”); exploring strategic opportunities for Loyalty - Fourth quarter trading volumes up 465% sequentially and 778% year-over-year - Net loss improved year-over-year 48.

March 20, 2025 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) March 19, 2025 Bakkt Holdings, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) March 19, 2025 Bakkt Holdings, Inc.

March 20, 2025 EX-10.32

Cooperation Agreement, dated as of March 19, 2025, by and among the Company, Distributed Technologies Research Global Ltd, and Akshay Naheta

COOPERATION AGREEMENT This COOPERATION AGREEMENT (this “Agreement”) is made and entered into as of March 19, 2025, by and among Bakkt Holdings, Inc.

March 20, 2025 EX-19.1

Insider Trading Policy

INSIDER TRADING POLICY BAKKT HOLDINGS, INC. INSIDER TRADING POLICY Bakkt Confidential Page 2 of 14 Table of Contents A. POLICY OVERVIEW ......................................................................................................................................... 3 B. POLICY STATEMENT ........................................................................................................

March 20, 2025 EX-10.3

Employment Agreement Amendment, dated March 19, 2025, by and between Bakkt Holdings, Inc. and Andrew Main

Exhibit 10.3 EMPLOYMENT AGREEMENT AMENDMENT THIS EMPLOYMENT AGREEMENT AMENDMENT (this “Amendment”) is entered into by and between Bakkt Holdings, Inc. (the “Company”) and Andy Main (“Executive”) (jointly referred to as the “Parties” or individually referred to as a “Party as of March 19, 2025. R E C I T A L S WHEREAS, Executive is engaged as the Company’s Chief Executive Officer pursuant to the Em

March 20, 2025 EX-10.34

Employment Agreement Amendment, dated March 19, 2025, by and between Bakkt Holdings, Inc. and Andrew Main

EMPLOYMENT AGREEMENT AMENDMENT THIS EMPLOYMENT AGREEMENT AMENDMENT (this “Amendment”) is entered into by and between Bakkt Holdings, Inc.

March 20, 2025 18-K/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) March 19, 2025 Bakkt Holdings, Inc

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) March 19, 2025 Bakkt Holdings, Inc.

March 20, 2025 EX-10.2

Employment Agreement, dated March 19, 2025, by and between Bakkt Holdings, Inc. and Akshay Naheta

a102 Exhibit 10.2 EMPLOYMENT AGREEMENT THIS EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”) is entered into as of March 19, 2025 (the “Effective Date”) by and between Bakkt Holdings, Inc. (the “Company”) and Akshay Naheta (“Executive”) (jointly referred to as the “Parties” or individually referred to as a “Party”). R E C I T A L S WHEREAS, the Company desires to engage Executive as its co-Chief

March 20, 2025 8-K/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) March 19, 2025 Bakkt Holdings, Inc

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) March 19, 2025 Bakkt Holdings, Inc.

March 20, 2025 10-K

Consolidated financial statements of Bakkt Holdings, Inc. as of and for the year ended December 31, 2024 (incorporated by reference to Item 8 of Bakkt Holdings, Inc.’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024 filed with the SEC on March 19, 2025, File No. 001-39544). No other part of the Bakkt Holdings, Inc. Annual Report on Form 10-K is being incorporated by reference.

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-K (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39544 Bakkt Holdings, Inc.

March 20, 2025 EX-99.1

Bakkt Reports Fourth Quarter and Full Year 2024 Results - Announces Akshay Naheta to serve as co-CEO of Bakkt and strategic partnership with Distributed Technologies Research (“DTR”), a cutting-edge stablecoin payments platform - Signed definitive ag

Bakkt Reports Fourth Quarter and Full Year 2024 Results - Announces Akshay Naheta to serve as co-CEO of Bakkt and strategic partnership with Distributed Technologies Research (“DTR”), a cutting-edge stablecoin payments platform - Signed definitive agreement to divest Trust business to Intercontinental Exchange (“ICE”); exploring strategic opportunities for Loyalty - Fourth quarter trading volumes up 465% sequentially and 778% year-over-year - Net loss improved year-over-year 48.

March 20, 2025 EX-10.33

Executive Employment Agreement, dated as of March 19, 2025, by and between the Company and Akshay Naheta

EMPLOYMENT AGREEMENT THIS EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”) is entered into as of March 19, 2025 (the “Effective Date”) by and between Bakkt Holdings, Inc.

March 20, 2025 EX-10.1

Cooperation Agreement, by and between Bakkt Holdings, Inc., Distributed Technologies Research Global Ltd., and Akshay Naheta

a101projectdelta-coopera Exhibit 10.1 COOPERATION AGREEMENT This COOPERATION AGREEMENT (this “Agreement”) is made and entered into as of March 19, 2025, by and among Bakkt Holdings, Inc., a Delaware corporation (“Bakkt”), Distributed Technologies Research Global Ltd (“DTR), a private limited company incorporated in Cyprus, and Akshay Naheta, an individual (the “Shareholder”). Each of Bakkt, DTR an

March 20, 2025 EX-21.1

List of subsidiaries of the registrant.

Subsidiaries of Bakkt Holdings, Inc. Name of Subsidiary Jurisdiction Bakkt Opco Holdings, LLC Delaware Bakkt Trust Company LLC New York Bakkt Crypto Solutions, LLC Virginia BakktX ECN, LLC Georgia Bakkt, LLC Delaware Bakkt Trade, LLC Virginia Bakkt Clearing, LLC Illinois Bridge2Solutions, LLC Delaware B2S Canada, LLC Florida Bakkt Crypto Australia Pty Ltd Australia Bridge2 Solutions Canada Ltd. On

March 19, 2025 8-K

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) March 19, 2025 Bakkt Holdings, Inc.

March 19, 2025 EX-99.1

Bakkt Reports Fourth Quarter and Full Year 2024 Results -Signed definitive agreement to divest Trust business to Intercontinental Exchange (“ICE”); exploring strategic opportunities for Loyalty -Fourth quarter trading volumes up 465% sequentially and

Bakkt Reports Fourth Quarter and Full Year 2024 Results -Signed definitive agreement to divest Trust business to Intercontinental Exchange (“ICE”); exploring strategic opportunities for Loyalty -Fourth quarter trading volumes up 465% sequentially and 778% year-over-year -Net loss improved year-over-year 48.

March 17, 2025 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) March 17, 2025 Bakkt Holdings, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) March 17, 2025 Bakkt Holdings, Inc.

March 17, 2025 NT 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One) ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended: December 31, 2024 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q ☐ Transition Report on

November 14, 2024 EX-99.1

Bakkt Reports Third Quarter 2024 Results •BakktX successfully tested, institutional client rollout to begin Q4’24 •Net loss improved 87.8% year-over-year

Bakkt Reports Third Quarter 2024 Results •BakktX successfully tested, institutional client rollout to begin Q4’24 •Net loss improved 87.

November 14, 2024 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39544 BAKKT HOLDINGS, INC.

November 14, 2024 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) November 14, 2024 Bakkt Holdings, Inc.

November 14, 2024 EX-10.3

Outside Director Compensation Program

BAKKT HOLDINGS, INC. OUTSIDE DIRECTOR COMPENSATION PROGRAM Table of Contents Page(s) 1 Effective Date 1 2 Cash Compensation 1 2.1 Board Member Annual Cash Retainer 1 2.2 Additional Annual Cash Retainers 1 2.3 Payment Timing and Proration 2 2.4 Form of Payment 2 3 Equity Compensation 2 3.1 No Discretion 2 3.2 Annual Award 2 3.3 Additional Terms of Annual Awards 2 4 Change in Control 3 5 Annual Comp

November 14, 2024 SC 13G

BKKT / Bakkt Holdings, Inc. / HIGHBRIDGE CAPITAL MANAGEMENT LLC Passive Investment

SC 13G 1 p24-3248sc13g.htm SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Bakkt Holdings, Inc. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 05759B305 (CUSIP Number) September 30, 2024 (Date of event which requires filing of this statement) Check the appropriate b

August 14, 2024 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) August 14, 2024 Bakkt Holdings, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) August 14, 2024 Bakkt Holdings, Inc.

August 14, 2024 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39544 BAKKT HOLDINGS, INC.

August 14, 2024 EX-99.1

Bakkt Reports Second Quarter 2024 Results $509.9 million total revenues including gross crypto revenues and net loyalty revenues $36.8 million operating expenses excluding crypto costs, execution, clearing and brokerage fees, down 43.1% year-over-yea

Bakkt Reports Second Quarter 2024 Results $509.9 million total revenues including gross crypto revenues and net loyalty revenues $36.8 million operating expenses excluding crypto costs, execution, clearing and brokerage fees, down 43.1% year-over-year, 24.6% sequentially ALPHARETTA, GA – August 14, 2024 – Bakkt Holdings, Inc. (“Bakkt” or the “Company”) (NYSE: BKKT) announced its financial and oper

August 14, 2024 EX-10.2

Revolving Credit Agreement, dated as of August 12, 2024, by and among the Company,

EXUCUTION VERSION REVOLVING CREDIT AGREEMENT dated as of August 12, 2024, among BAKKT HOLDINGS, INC.

July 19, 2024 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) July 16, 2024 Bakkt Holdings, Inc.

July 12, 2024 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) July 8, 2024 Bakkt Holdings, Inc. (E

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) July 8, 2024 Bakkt Holdings, Inc.

July 9, 2024 EX-4.1

Certificate of Incorporation of the Company, as currently in effect

EX-4.1 Exhibit 4.1 CERTIFICATE OF INCORPORATION OF BAKKT HOLDINGS, INC. The undersigned, for the purposes of incorporating and organizing a corporation under the General Corporation Law of the State of Delaware, does execute this Certificate of Incorporation and does hereby certify as follows: ARTICLE I Section 1.1 Name. The name of the Corporation is Bakkt Holdings, Inc. (the “Corporation”). ARTI

July 9, 2024 S-8

As filed with the Securities and Exchange Commission on July 8, 2024

S-8 As filed with the Securities and Exchange Commission on July 8, 2024 Registration No.

July 9, 2024 EX-4.6

Amendment No. 2 to Bakkt Holdings, Inc. 2021 Omnibus Incentive Plan

EX-4.6 Exhibit 4.6 AMENDMENT NO. 2 TO BAKKT HOLDINGS, INC. 2021 OMNIBUS INCENTIVE PLAN This Amendment No. 2 dated May 31, 2024 (this “Amendment”) amends the 2021 Omnibus Incentive Plan, as amended (the “Plan”), of Bakkt Holdings, Inc. (the “Company”). Except as otherwise explicitly set forth herein, all provisions of the Plan shall remain in full force and effect. Capitalized terms used in the Ame

July 9, 2024 SC 13D/A

BKKT.WS / Bakkt Holdings, Inc. - Equity Warrant / Intercontinental Exchange, Inc. - AMENDMENT NO. 5 Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 5) BAKKT HOLDINGS, INC. (Name of Issuer) Class A Common Stock (Title of Class of Securities) 05759B107 (CUSIP Number) Andrew J. Surdykowski Intercontinental Exchange, Inc. 5660 New Northside Drive Atlanta, GA 30328 770-857-4700 With a Copy to: Rory B. O’Hall

July 9, 2024 EX-FILING FEES

Filing Fee Table

EX-FILING FEES Exhibit 107 Calculation of Filing Fee Table Form S-8 (Form Type) Bakkt Holdings, Inc.

June 7, 2024 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) June 3, 2024 Bakkt Holdings, Inc. (E

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) June 3, 2024 Bakkt Holdings, Inc.

June 7, 2024 EX-16.1

Letter from Ernst & Young LLP to the SEC dated June 7, 2024

June 7, 2024 Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Commissioners: We have read Item 4.01 of Form 8-K dated June 7, 2024, of Bakkt Holdings, Inc. and are in agreement with the statements contained in the second paragraph as it relates to the date of notification of our dismissal and the third and fourth paragraphs therein. We have no basis to agree or disagree w

June 6, 2024 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) May 31, 2024 Bakkt Holdings, Inc. (E

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) May 31, 2024 Bakkt Holdings, Inc.

May 15, 2024 EX-99.1

Bakkt Reports First Quarter 2024 Results

Exhibit 99.1 Bakkt Reports First Quarter 2024 Results - $854.6 million total revenues including gross crypto revenues and net loyalty revenues - Strong client crypto trading activity with notional traded volume up 324% quarter-over-quarter - $48.8 million operating expenses excluding crypto costs, execution, clearing and brokerage fees, down 16% year-over-year - Updated full year 2024 outlook to r

May 15, 2024 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39544 BAKKT HOLDINGS, INC.

May 15, 2024 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) May 15, 2024 Bakkt Holdings, Inc. (E

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) May 15, 2024 Bakkt Holdings, Inc.

May 3, 2024 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) April 29, 2024 Bakkt Holdings, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) April 29, 2024 Bakkt Holdings, Inc.

April 29, 2024 EX-99.20

Class 2 Warrant issued by the Issuer on April 25, 2024.

EX-99.20 3 ss3319225ex9920.htm CLASS 2 WARRANT COMMON STOCK PURCHASE WARRANT (Class 2) BAKKT HOLDINGS, INC. Warrant Shares: 4,386,008 Original Issuance Date: April 25, 2024 Initial Exercise Date: September 4, 2024 Termination Date: September 4, 2029 THIS COMMON STOCK PURCHASE WARRANT (Class 2) (the “Warrant”) certifies that, for value received, Intercontinental Exchange Holdings, Inc. or its assig

April 29, 2024 SC 13D/A

BKKT / Bakkt Holdings, Inc. / Intercontinental Exchange, Inc. - AMENDMENT NO. 4 Activist Investment

SC 13D/A 1 ss3319225sc13da.htm AMENDMENT NO. 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 4) BAKKT HOLDINGS, INC. (Name of Issuer) Class A Common Stock (Title of Class of Securities) 05759B107 (CUSIP Number) Andrew J. Surdykowski Intercontinental Exchange, Inc. 5660 New Northside Drive Atlanta, GA 30

April 29, 2024 EX-99.19

Class 1 Warrant issued by the Issuer on April 25, 2024.

EX-99.19 2 ss3319225ex9919.htm CLASS 1 WARRANT COMMON STOCK PURCHASE WARRANT (Class 1) BAKKT HOLDINGS, INC. Warrant Shares: 4,386,008 Original Issuance Date: April 25, 2024 Initial Exercise Date: September 4, 2024 Termination Date: September 4, 2029 THIS COMMON STOCK PURCHASE WARRANT (Class 1) (the “Warrant”) certifies that, for value received, Intercontinental Exchange Holdings, Inc., or its assi

April 29, 2024 EX-3.1

Certificate of Amendment to the Company’s Certificate of Incorporation, dated April 26, 2024 (incorporated by reference to Exhibit 3.1 to the Company’s Form 8-K filed with the SEC on April 29, 2024).

Exhibit 3.1 CERTIFICATE OF AMENDMENT TO THE CERTIFICATE OF INCORPORATION OF BAKKT HOLDINGS, INC. Bakkt Holdings, Inc., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), certifies that: 1.The name of the Corporation is Bakkt Holdings, Inc. The Corporation’s original Certificate of Incorporation was filed with the Secretary of State of the State of Del

April 29, 2024 EX-4.1

First Amendment to the Third Amended and Restated Limited Liability Company Agreement (incorporated by reference to Exhibit 4.1 to the Issuer’s Current Report on Form 8-K filed on April 29, 2024).

Exhibit 4.1 FIRST AMENDMENT TO THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT This First Amendment (this “Amendment”) is dated as of April 26, 2024, by and between Bakkt Holdings, Inc., in its capacity as managing member of the Company (the “Managing Member”), and Intercontinental Exchange Holdings, Inc., who represents the Required Interest, and modifies that certain Third Amended

April 29, 2024 8-K

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Material Modification to Rights of Security Holders, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) April 26, 2024 Bakkt Holdings, Inc.

April 25, 2024 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) April 23, 2024 Bakkt Holdings, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) April 23, 2024 Bakkt Holdings, Inc.

April 25, 2024 EX-99.1

Bakkt Announces Reverse Stock Split 1-for-25 Reverse Stock Split for Common Stock Expected to Begin Trading on Reverse Split-Adjusted Basis on April 29, 2024

Bakkt Announces Reverse Stock Split 1-for-25 Reverse Stock Split for Common Stock Expected to Begin Trading on Reverse Split-Adjusted Basis on April 29, 2024 ALPHARETTA, Ga.

April 19, 2024 DEF 14A

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy State

April 19, 2024 DEFA14A

DEFA14A

April 4, 2024 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy State

March 25, 2024 EX-21.1

List of subsidiaries of the registrant.

Exhibit 21.1 Subsidiaries of Bakkt Holdings, Inc. Name of Subsidiary Jurisdiction Bakkt Opco Holdings, LLC Delaware Bakkt Trust Company LLC New York Bakkt Marketplace, LLC Virginia Bakkt, LLC Delaware Bakkt Trade, LLC Virginia Bakkt Clearing, LLC Illinois Bridge2Solutions, LLC Delaware B2S Direct, LLC Florida B2S Canada, LLC Florida Bakkt Crypto Australia Pty Ltd Australia Bridge2 Solutions Canada

March 25, 2024 PRE 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State

March 25, 2024 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) March 25, 2024 Bakkt Holdings, Inc.

March 25, 2024 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-K (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39544 Bakkt Holdings, Inc.

March 25, 2024 EX-10.11

Amendment No.1 to Bakkt Holdings, Inc. 2021 Omnibus Incentive Plan

Exhibit 10.11 AMENDMENT NO.1 TO BAKKT HOLDINGS, INC. 2021 OMNIBUS INCENTIVE PLAN This Amendment No. 1 dated April 18, 2023 (this “Amendment”) amends the 2021 Omnibus Incentive Plan of Bakkt Holdings, Inc. (the “Company”, and such plan, the “Plan”). Except as otherwise explicitly set forth herein, all provisions of the Plan shall remain in full force and effect. Capitalized terms used in the Amendm

March 25, 2024 EX-97

Clawback Policy

Exhibit 97 BAKKT HOLDINGS, INC. ["the Company"] CLAWBACK POLICY 1.Introduction The Board of Directors of the Company (the "Board") believes that it is in the best interests of the Company and its shareholders to create and maintain a culture that emphasizes integrity and accountability. The Board has therefore adopted this policy which provides for the recoupment of certain executive compensation

March 25, 2024 EX-99.1

Bakkt Reports Fourth Quarter and Full Year 2023 Results Quarterly gross crypto services revenues of $199.4 million and associated crypto costs and execution, clearing and brokerage fees of $197.8 million Quarterly total revenues of $214.5 million inc

Exhibit 99.1 Bakkt Reports Fourth Quarter and Full Year 2023 Results Quarterly gross crypto services revenues of $199.4 million and associated crypto costs and execution, clearing and brokerage fees of $197.8 million Quarterly total revenues of $214.5 million include gross crypto revenues and net loyalty revenues; full year total revenues of $780.1 million Quarterly total operating expenses of $29

March 19, 2024 EX-99.1

Bakkt Announces Leadership Transition Current board member Andy Main to become CEO; Gavin Michael stepping down Gavin Michael to serve in an advisory role through March 2025 Company reschedules fourth quarter and full year 2023 financial results conf

Exhibit 99.1 Bakkt Announces Leadership Transition Current board member Andy Main to become CEO; Gavin Michael stepping down Gavin Michael to serve in an advisory role through March 2025 Company reschedules fourth quarter and full year 2023 financial results conference call to Monday, March 25, 2024. Bakkt Holdings, Inc. (NYSE: BKKT) today announced that Andy Main has been appointed President and

March 19, 2024 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) March 18, 2024 Bakkt Holdings, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) March 18, 2024 Bakkt Holdings, Inc.

March 19, 2024 EX-10.2

Release Agreement, dated March 18, 2024, by and between Bakkt Holdings, Inc. and Gavin Michael

Exhibit 10.2 RELEASE AGREEMENT This Release Agreement (“Agreement”) is made by and between Gavin Michael (“Executive”) and Bakkt Holdings, Inc. (the “Company”) (together, with its parents, subsidiaries, divisions, affiliates, related business entities, successors, and assigns, and any of the respective affiliates of the Company, including, without limitation, Bakkt Opco Holdings, LLC (formerly Bak

March 19, 2024 EX-10.1

Employment Agreement, dated March 18, 2024, by and between Bakkt Holdings, Inc. and Andrew Main

Exhibit 10.1 Execution Version EMPLOYMENT AGREEMENT THIS EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”) is entered into as of March 18, 2024, to be effective as of March 26, 2024 (the “Effective Date”) by and between Bakkt Holdings, Inc. (the “Company”) and Andrew A. Main (“Executive”) (jointly referred to as the “Parties” or individually referred to as a “Party”). R E C I T A L S WHEREAS, the

March 14, 2024 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) March 13, 2024 Bakkt Holdings, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) March 13, 2024 Bakkt Holdings, Inc.

March 14, 2024 EX-99.1

Bakkt Notified by NYSE of Non-Compliance with NYSE Trading Share Price Listing Rule Intends to cure the deficiency and return to compliance with NYSE standard

Exhibit 99.1 Bakkt Notified by NYSE of Non-Compliance with NYSE Trading Share Price Listing Rule Intends to cure the deficiency and return to compliance with NYSE standard ALPHARETTA, GA – March 13, 2024 – Bakkt Holdings, Inc. (NYSE: BKKT) announced today that the New York Stock Exchange (the “NYSE”) notified the Company (the “Notice”) that the Company is not in compliance with Section 802.01C of

March 4, 2024 EX-99.18

Class 2 Warrant issued by the Issuer on March 4, 2024.

EX-99.18 5 ss3098627ex9918.htm COMMON STOCK PURCHASE WARRANT (CLASS 2) COMMON STOCK PURCHASE WARRANT (Class 2) BAKKT HOLDINGS, INC. Warrant Shares: 1,381,004 Original Issuance Date: March 4, 2024 Initial Exercise Date: September 4, 2024 Termination Date: September 4, 2029 THIS COMMON STOCK PURCHASE WARRANT (Class 2) (the “Warrant”) certifies that, for value received, Intercontinental Exchange Hold

March 4, 2024 EX-4.2

Form of Class 2 Warrant

Exhibit 4.2 FORM OF COMMON STOCK PURCHASE WARRANT (Class 2) BAKKT HOLDINGS, INC. Warrant Shares: Original Issuance Date: March 4, 2024 Initial Exercise Date: September 4, 2024 Termination Date: September 4, 2029 THIS COMMON STOCK PURCHASE WARRANT (Class 2) (the “Warrant”) certifies that, for value received, [INVESTOR] or its assigns (the “Holder”) is entitled, upon the terms and subject to the lim

March 4, 2024 EX-99.16

VOTING SUPPORT AGREEMENT

Exhibit 99.16 VOTING SUPPORT AGREEMENT This Voting Support Agreement (this “Agreement”), dated as of February 29, 2024, is entered into by and between Bakkt Holdings, Inc., a Delaware corporation (the “Company”), and Intercontinental Exchange Holdings, Inc. (the “Supporting Stockholder”). Capitalized terms used but not otherwise defined in this Agreement shall have the meanings ascribed to them in

March 4, 2024 SC 13D/A

BKKT / Bakkt Holdings, Inc. / Intercontinental Exchange, Inc. - AMENDMENT NO. 3 Activist Investment

SC 13D/A 1 ss3098627sc13da.htm AMENDMENT NO. 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 3) BAKKT HOLDINGS, INC. (Name of Issuer) Class A Common Stock (Title of Class of Securities) 05759B107 (CUSIP Number) Andrew J. Surdykowski Intercontinental Exchange, Inc. 5660 New Northside Drive Atlanta, GA 30

March 4, 2024 EX-10.2

Form of Securities Purchase Agreement, dated as of February 29, 2024, by and among the Company and ICE

Exhibit 10.2 FORM OF SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of February 29, 2024, between Bakkt Holdings, Inc., a Delaware corporation (the “Company”), and Intercontinental Exchange Holdings, Inc. (including its successors and assigns, the “Purchaser”). WHEREAS, subject to the terms and conditions set forth in this Agreement and pursuant to

March 4, 2024 EX-10.3

Form of Voting Support Agreement, dated as of February 29, 2024, by and between the Company and ICE

Exhibit 10.3 FORM OF VOTING SUPPORT AGREEMENT This Voting Support Agreement (this “Agreement”), dated as of February 29, 2024, is entered into by and between Bakkt Holdings, Inc., a Delaware corporation (the “Company”), and Intercontinental Exchange Holdings, Inc. (the “Supporting Stockholder”). Capitalized terms used but not otherwise defined in this Agreement shall have the meanings ascribed to

March 4, 2024 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) February 29, 2024 Bakkt Holdings, In

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) February 29, 2024 Bakkt Holdings, Inc.

March 4, 2024 EX-4.3

Form of Pre-Funded Warrant

Exhibit 4.3 FORM OF PRE-FUNDED COMMON STOCK PURCHASE WARRANT BAKKT HOLDINGS, INC. Warrant Shares: Issue Date: March 4, 2024 THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, [INVESTOR] or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date he

March 4, 2024 EX-99.15

Securities Purchase Agreement.

Exhibit 99.15 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of February 29, 2024, between Bakkt Holdings, Inc., a Delaware corporation (the “Company”), and Intercontinental Exchange Holdings, Inc. (including its successors and assigns, the “Purchaser”). WHEREAS, subject to the terms and conditions set forth in this Agreement and pursuant to an effe

March 4, 2024 EX-99.17

Class 1 Warrant issued by the Issuer on March 4, 2024.

EX-99.17 4 ss3098627ex9917.htm COMMON STOCK PURCHASE WARRANT CLASS 1 COMMON STOCK PURCHASE WARRANT (Class 1) BAKKT HOLDINGS, INC. Warrant Shares: 1,381,004 Original Issuance Date: March 4, 2024 Initial Exercise Date: September 4, 2024 Termination Date: September 4, 2029 THIS COMMON STOCK PURCHASE WARRANT (Class 1) (the “Warrant”) certifies that, for value received, Intercontinental Exchange Holdin

March 4, 2024 EX-4.1

Form of Class 1 Warrant

Exhibit 4.1 FORM OF COMMON STOCK PURCHASE WARRANT (Class 1) BAKKT HOLDINGS, INC. Warrant Shares: Original Issuance Date: March 4, 2024 Initial Exercise Date: September 4, 2024 Termination Date: September 4, 2029 THIS COMMON STOCK PURCHASE WARRANT (Class 1) (the “Warrant”) certifies that, for value received, [INVESTOR] or its assigns (the “Holder”) is entitled, upon the terms and subject to the lim

March 4, 2024 EX-10.1

Form of Securities Purchase Agreement, dated as of February 29, 2024, by and among the Company and the purchasers signatory thereto

Exhibit 10.1 FORM OF SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of February 29, 2024, among Bakkt Holdings, Inc., a Delaware corporation (the “Company”), and each of the purchasers identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”). WHEREAS, subject to the terms

March 1, 2024 424B5

11,534,025 Shares of Class A Common Stock Class 1 Warrants to Purchase up to 5,767,012 Shares of Class A Common Stock Class 2 Warrants to Purchase up to 5,767,012 Shares of Class A Common Stock Class A Common Stock Underlying the Class 1 Warrants and

Table of Contents Filed Pursuant to Rule 424(b)(5) Registration No. 333-271361 PROSPECTUS SUPPLEMENT (to Prospectus dated February 14, 2024) 11,534,025 Shares of Class A Common Stock Class 1 Warrants to Purchase up to 5,767,012 Shares of Class A Common Stock Class 2 Warrants to Purchase up to 5,767,012 Shares of Class A Common Stock Class A Common Stock Underlying the Class 1 Warrants and Class 2

March 1, 2024 424B5

30,000,000 Shares of Class A Common Stock Pre-Funded Warrants to Purchase up to 16,136,102 Shares of Class A Common Stock Class 1 Warrants to Purchase up to 23,068,051 Shares of Class A Common Stock Class 2 Warrants to Purchase up to 23,068,051 Share

Filed Pursuant to Rule 424(b)(5) Registration No. 333-271361 PROSPECTUS SUPPLEMENT (to Prospectus dated February 14, 2024) 30,000,000 Shares of Class A Common Stock Pre-Funded Warrants to Purchase up to 16,136,102 Shares of Class A Common Stock Class 1 Warrants to Purchase up to 23,068,051 Shares of Class A Common Stock Class 2 Warrants to Purchase up to 23,068,051 Shares of Class A Common Stock C

February 29, 2024 EX-99.1

Bakkt Announces Preliminary 2023 Financial Results; Preliminary Estimates Within Previously Provided Guidance

Exhibit 99.1 Bakkt Announces Preliminary 2023 Financial Results; Preliminary Estimates Within Previously Provided Guidance ALPHARETTA, GA – February 29, 2024 – Bakkt Holdings, Inc. (“Bakkt”) (NYSE: BKKT) announced certain preliminary financial results for the fourth quarter and full year ended December 31, 2023. Preliminary financial results for fourth quarter 2023 •Total revenues for the fourth q

February 29, 2024 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) February 29, 2024 Bakkt Holdings, In

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) February 29, 2024 Bakkt Holdings, Inc.

February 14, 2024 CORRESP

February 14, 2024

Wilson Sonsini Goodrich & Rosati Professional Corporation 650 Page Mill Road Palo Alto, California 94304-1050 O: 650.

February 14, 2024 EX-99.1

Apex Crypto LLC Financial Statements As of and for the three months ended March 31, 2023 Exhibit 99.1 Table of Contents Financial Statements Statements of Financial Condition 2 Statements of Operations 3 Statements of Changes in Member's Equity 4 Sta

exhibit991apexcryptofsv2 Apex Crypto LLC Financial Statements As of and for the three months ended March 31, 2023 Exhibit 99.

February 14, 2024 CORRESP

February 14, 2024

Wilson Sonsini Goodrich & Rosati Professional Corporation 650 Page Mill Road Palo Alto, California 94304-1050 O: 650.

February 14, 2024 CORRESP

February 14, 2024

Wilson Sonsini Goodrich & Rosati Professional Corporation 650 Page Mill Road Palo Alto, California 94304-1050 O: 650.

February 14, 2024 CORRESP

February 14, 2024

February 14, 2024 Via EDGAR Securities and Exchange Commission Division of Corporation Finance Office of Crypto Assets 100 F Street, N.

February 14, 2024 CORRESP

February 14, 2024

February 14, 2024 Via EDGAR Securities and Exchange Commission Division of Corporation Finance Office of Crypto Assets 100 F Street, N.

February 14, 2024 CORRESP

February 14, 2024

February 14, 2024 Via EDGAR Securities and Exchange Commission Division of Corporation Finance Office of Crypto Assets 100 F Street, N.

February 14, 2024 S-3/A

As filed with the Securities and Exchange Commission on February 14, 2024

S-3/A Table of Contents As filed with the Securities and Exchange Commission on February 14, 2024 Registration No.

February 14, 2024 CORRESP

February 14, 2024

Wilson Sonsini Goodrich & Rosati Professional Corporation 650 Page Mill Road Palo Alto, California 94304-1050 O: 650.

February 14, 2024 10-Q/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q/A (Amendment No. 3)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q/A (Amendment No.

February 14, 2024 8-K/A

Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K/A Amendment No.

February 14, 2024 S-3/A

As filed with the Securities and Exchange Commission on February 14, 2024

Table of Contents As filed with the Securities and Exchange Commission on February 14, 2024 Registration No.

February 14, 2024 CORRESP

February 14, 2024

February 14, 2024 Via EDGAR Securities and Exchange Commission Division of Corporation Finance Office of Crypto Assets 100 F Street, N.

February 14, 2024 S-3/A

As filed with the Securities and Exchange Commission on February 14, 2024

S-3/A Table of Contents As filed with the Securities and Exchange Commission on February 14, 2024 Registration No.

February 14, 2024 POS AM

As filed with the Securities and Exchange Commission on February 14, 2024

Table of Contents As filed with the Securities and Exchange Commission on February 14, 2024 Registration No.

February 14, 2024 EX-99.2

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

Exhibit 99.2 UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION Introduction: The unaudited pro forma condensed combined financial information is prepared in accordance with Article 11 of Regulation S-X. The unaudited pro forma condensed combined financial information presents the pro forma effects of the acquisition of Apex Crypto LLC (“Apex”) by Bakkt Holdings, Inc. (the “Company”) on

February 13, 2024 CORRESP

February 13, 2024

Wilson Sonsini Goodrich & Rosati Professional Corporation 650 Page Mill Road Palo Alto, California 94304-1050 O: 650.

February 13, 2024 SC 13G/A

BKKT / Bakkt Holdings, Inc. / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 1)* Name of issuer: Bakkt Holdings, Inc. Class A Title of Class of Securities: Common Stock CUSIP Number: 05759B107 Date of Event Which Requires Filing of this Statement: December 29, 2023 Check the appropriate box to designate the rule pursuant to which this Schedule is

February 8, 2024 CORRESP

February 8, 2024

February 8, 2024 Via EDGAR Securities and Exchange Commission Division of Corporation Finance Office of Crypto Assets 100 F Street, N.

February 8, 2024 CORRESP

Bakkt Holdings, Inc. 10000 Avalon Boulevard, Suite 1000 Alpharetta, Georgia 30009

Bakkt Holdings, Inc. 10000 Avalon Boulevard, Suite 1000 Alpharetta, Georgia 30009 February 8, 2024 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Office of Crypto Assets 100 F Street, N.E. Washington, D.C. 20549 Attention: Sandra Hunter Berkheimer and David Lin Re: Bakkt Holdings, Inc. Registration Statement on Form S-3 File No. 333-271361 Ladies and Gentlemen: R

February 8, 2024 CORRESP

Bakkt Holdings, Inc. 10000 Avalon Boulevard, Suite 1000 Alpharetta, Georgia 30009

Bakkt Holdings, Inc. 10000 Avalon Boulevard, Suite 1000 Alpharetta, Georgia 30009 February 8, 2024 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Office of Crypto Assets 100 F Street, N.E. Washington, D.C. 20549 Attention: Sandra Hunter Berkheimer and David Lin Re: Bakkt Holdings, Inc. Registration Statement on Form S-1 on Form S-3 File No. 333-261034 Ladies and

February 8, 2024 CORRESP

Bakkt Holdings, Inc. 10000 Avalon Boulevard, Suite 1000 Alpharetta, Georgia 30009

Bakkt Holdings, Inc. 10000 Avalon Boulevard, Suite 1000 Alpharetta, Georgia 30009 February 8, 2024 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Office of Crypto Assets 100 F Street, N.E. Washington, D.C. 20549 Attention: Sandra Hunter Berkheimer and David Lin Re: Bakkt Holdings, Inc. Registration Statement on Form S-3 File No. 333-271438 Ladies and Gentlemen: R

February 8, 2024 CORRESP

Bakkt Holdings, Inc. 10000 Avalon Boulevard, Suite 1000 Alpharetta, Georgia 30009

Bakkt Holdings, Inc. 10000 Avalon Boulevard, Suite 1000 Alpharetta, Georgia 30009 February 8, 2024 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Office of Crypto Assets 100 F Street, N.E. Washington, D.C. 20549 Attention: Sandra Hunter Berkheimer and David Lin Re: Bakkt Holdings, Inc. Registration Statement on Form S-3 File No. 333-271362 Ladies and Gentlemen: R

February 8, 2024 CORRESP

February 8, 2024

February 8, 2024 Via EDGAR Securities and Exchange Commission Division of Corporation Finance Office of Crypto Assets 100 F Street, N.

February 8, 2024 10-Q/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q/A (Amendment No. 2)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q/A (Amendment No.

February 7, 2024 POS AM

As filed with the Securities and Exchange Commission on February 7, 2024

POS AM Table of Contents As filed with the Securities and Exchange Commission on February 7, 2024 Registration No.

February 7, 2024 CORRESP

February 7, 2024

February 7, 2024 Via EDGAR Securities and Exchange Commission Division of Corporation Finance Office of Crypto Assets 100 F Street, N.

February 7, 2024 S-3/A

As filed with the Securities and Exchange Commission on February 7, 2024

Table of Contents As filed with the Securities and Exchange Commission on February 7, 2024 Registration No.

February 7, 2024 CORRESP

February 7, 2024

February 7, 2024 Via EDGAR Securities and Exchange Commission Division of Corporation Finance Office of Crypto Assets 100 F Street, N.

February 7, 2024 S-3/A

As filed with the Securities and Exchange Commission on February 7, 2024

Table of Contents As filed with the Securities and Exchange Commission on February 7, 2024 Registration No.

February 7, 2024 S-3/A

As filed with the Securities and Exchange Commission on February 7, 2024

Table of Contents As filed with the Securities and Exchange Commission on February 7, 2024 Registration No.

February 7, 2024 EX-FILING FEES

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Table Form S-3 (Form Type) BAKKT HOLDINGS, INC.

February 7, 2024 EX-FILING FEES

Filing Fee Table

EX-FILING FEES Exhibit 107 Calculation of Filing Fee Table Form S-3 (Form Type) BAKKT HOLDINGS, INC.

February 7, 2024 10-Q/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q/A (Amendment No. 1)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q/A (Amendment No.

February 1, 2024 CORRESP

February 1, 2024

Wilson Sonsini Goodrich & Rosati Professional Corporation 650 Page Mill Road Palo Alto, California 94304-1050 O: 650.

January 19, 2024 CORRESP

AUSTIN BEIJING BOSTON BOULDER BRUSSELS HONG KONG LONDON LOS ANGELES NEW YORK PALO ALTO SALT LAKE CITY SAN DIEGO SAN FRANCISCO SEATTLE SHANGHAI WASHINGTON, DC WILMINGTON, DE

Table of Contents Wilson Sonsini Goodrich & Rosati Professional Corporation 650 Page Mill Road Palo Alto, California 94304-1050 O: 650.

December 4, 2023 EX-FILING FEES

Filing Fee Table

EX-FILING FEES Exhibit 107 Calculation of Filing Fee Table Form S-8 (Form Type) Bakkt Holdings, Inc.

December 4, 2023 S-8

As filed with the Securities and Exchange Commission on December 1, 2023

S-8 As filed with the Securities and Exchange Commission on December 1, 2023 Registration No.

November 21, 2023 CORRESP

November 21, 2023

November 21, 2023 Via EDGAR Securities and Exchange Commission Division of Corporation Finance Office of Crypto Assets 100 F Street, N.

November 14, 2023 EX-99.1

Bakkt Reports Third Quarter 2023 Results Gross crypto services revenues of $191.8 million and associated crypto costs and execution, clearing and brokerage fees of $190.1 million Total revenues of $204.8 million include gross crypto revenues and net

Exhibit 99.1 Bakkt Reports Third Quarter 2023 Results Gross crypto services revenues of $191.8 million and associated crypto costs and execution, clearing and brokerage fees of $190.1 million Total revenues of $204.8 million include gross crypto revenues and net loyalty revenues Total operating expenses of $257.6 million includes crypto costs and execution, clearing and brokerage fees and goodwill

November 14, 2023 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39544 BAKKT HOLDINGS, INC.

November 14, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) November 14, 2023 Bakkt Holdings, In

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) November 14, 2023 Bakkt Holdings, Inc.

August 10, 2023 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39544 BAKKT HOLDINGS, INC.

August 10, 2023 EX-4.2

Amendment Agreement by and between Bakkt Holdings, Inc., Apex Fintech Solutions Inc. and PEAK6 Investments LLC

Exhibit 4.2 AMENDMENT AGREEMENT This Amendment Agreement (this “Amendment”) regarding that certain Stockholders’ Agreement, dated as of November 2, 2022 (the “Stockholders’ Agreement”), by and among Bakkt Holdings, Inc., a Delaware corporation (the “Company”), Apex Fintech Solutions Inc., a Delaware corporation (“Investor”), and PEAK6 Investments LLC, a Delaware limited liability company (“PEAK6 I

August 10, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) August 10, 2023 Bakkt Holdings, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) August 10, 2023 Bakkt Holdings, Inc.

August 10, 2023 EX-99.1

Bakkt Reports Second Quarter 2023 Results Second quarter 2023 results include Apex Crypto, which was acquired on April 1, 2023 and rebranded Bakkt Crypto Solutions In accordance with GAAP, crypto services revenues and crypto costs and execution, clea

Exhibit 99.1 Bakkt Reports Second Quarter 2023 Results Second quarter 2023 results include Apex Crypto, which was acquired on April 1, 2023 and rebranded Bakkt Crypto Solutions In accordance with GAAP, crypto services revenues and crypto costs and execution, clearing and brokerage fees are being presented on a gross basis Gross crypto services revenues of $335.3 million, which are partially offset

June 9, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) June 6, 2023 Bakkt Holdings, Inc. (E

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) June 6, 2023 Bakkt Holdings, Inc.

May 11, 2023 EX-99.1

Bakkt Reports First Quarter 2023 Results Quarterly net revenues of $13.0 million, increased 4% year-over-year Operating expenses of $58.4 million, declined 4% year-over-year; includes $4.3 million of restructuring expenses Acquisition of Apex Crypto

Exhibit 99.1 Bakkt Reports First Quarter 2023 Results Quarterly net revenues of $13.0 million, increased 4% year-over-year Operating expenses of $58.4 million, declined 4% year-over-year; includes $4.3 million of restructuring expenses Acquisition of Apex Crypto closed on April 1, 2023, bringing ~5.8 million crypto-enabled accounts to the Bakkt platform Outlook for Apex Crypto includes full year 2

May 11, 2023 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39544 BAKKT HOLDINGS, INC.

May 11, 2023 EX-10.2

Form of Executive Officer Restricted Stock Unit Agreement under the Bakkt Holdings, Inc. 2021 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.2 to the Registrant’s Form 10-Q filed with the SEC on May 11, 2023).

Exhibit 10.2 BAKKT HOLDINGS, INC. 2021 OMNIBUS EMPLOYEE INCENTIVE PLAN RESTRICTED STOCK UNIT AGREEMENT NOTICE OF RESTRICTED STOCK UNIT GRANT Unless otherwise defined herein, the terms defined in the Bakkt Holdings, Inc. 2021 Omnibus Employee Incentive Plan (the “Plan”) will have the same meanings in this Restricted Stock Unit Agreement which includes the Notice of Restricted Stock Unit Grant (the

May 11, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) May 11, 2023 Bakkt Holdings, Inc. (E

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) May 11, 2023 Bakkt Holdings, Inc.

May 11, 2023 EX-10.1

Form of Performance Unit Agreement under the Bakkt Holdings, Inc. 2021 Omnibus Incentive Plan.

Exhibit 10.1 BAKKT HOLDINGS, INC. 2021 OMNIBUS EMPLOYEE INCENTIVE PLAN PERFORMANCE UNIT AGREEMENT NOTICE OF PERFORMANCE UNIT GRANT Unless otherwise defined herein, the terms defined in the Bakkt Holdings, Inc. 2021 Omnibus Employee Incentive Plan (the “Plan”) will have the same meanings in this Performance Unit Agreement which includes the Notice of Performance Unit Grant (the “Notice of Grant”),

April 28, 2023 SC 13D/A

BKKT / Bakkt Holdings Inc - Class A / Intercontinental Exchange, Inc. - AMENDMENT NO. 2 Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 2) BAKKT HOLDINGS, INC. (Name of Issuer) Class A Common Stock (Title of Class of Securities) 05759B107 (CUSIP Number) Andrew J. Surdykowski Intercontinental Exchange, Inc. 5660 New Northside Drive Atlanta, GA 30328 770-857-4700 With a Copy to: Rory B. O’Hall

April 26, 2023 S-3

Powers of Attorney (included on the signature page to this registration statement)

Form S-3 Table of Contents As filed with the Securities and Exchange Commission on April 25, 2023 Registration No.

April 26, 2023 EX-FILING FEES

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Table Form S-3 (Form Type) BAKKT HOLDINGS, INC.

April 24, 2023 DEF 14A

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy State

April 24, 2023 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant x Filed by a party other than the Registrant o Check the app

DEFA14A 1 noticeofinternetavailabili.htm DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant x Filed by a party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permit

April 21, 2023 EX-FILING FEES

Filing Fee Table.

Exhibit 107 Form S-1 (Form Type) Bakkt Holdings, Inc. (Exact Name of Registrant as Specified in its Charter) Calculation of Filing Fee Tables Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered(1) Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee

April 21, 2023 EX-FILING FEES

Filing Fee Table (included as Exhibit 107 to Post-Effective Amendment No. 2 to this Registration Statement filed with the SEC on April 20, 2023).

EX-FILING FEES Exhibit 107 Calculation of Filing Fee Table Post Effective Amendment No.

April 21, 2023 POS AM

As filed with the Securities and Exchange Commission on April 20, 2023

POS AM Table of Contents As filed with the Securities and Exchange Commission on April 20, 2023 Registration No.

April 21, 2023 EX-4.5

Form of Indenture

EX-4.5 Exhibit 4.5 BAKKT HOLDINGS, INC. INDENTURE Dated as of , 20 [] Trustee TABLE OF CONTENTS Page ARTICLE I DEFINITIONS AND INCORPORATION BY REFERENCE 1 Section 1.1 Definitions 1 Section 1.2 Other Definitions 4 Section 1.3 Incorporation by Reference of Trust Indenture Act 5 Section 1.4 Rules of Construction 5 ARTICLE II THE SECURITIES 6 Section 2.1 Issuable in Series 6 Section 2.2 Establishment

April 21, 2023 POS AM

As filed with the Securities and Exchange Commission on April 20, 2023

POS AM As filed with the Securities and Exchange Commission on April 20, 2023 Registration No.

April 21, 2023 S-3

As filed with the Securities and Exchange Commission on April 20, 2023

Form S-3 Table of Contents As filed with the Securities and Exchange Commission on April 20, 2023 Registration No.

April 21, 2023 S-3

Powers of Attorney (included on the signature page to this registration statement).

Form S-3 Table of Contents As filed with the Securities and Exchange Commission on April 20, 2023 Registration No.

April 21, 2023 EX-FILING FEES

Filing Fee Table

EX-FILING FEES Exhibit 107 Calculation of Filing Fee Table Form S-3 (Form Type) BAKKT HOLDINGS, INC.

April 21, 2023 EX-24.2

Powers of Attorney (included as Exhibit 24.2 to Post-Effective Amendment No. 2 to this Registration Statement filed with the SEC on April 20, 2023).

EX-24.2 Exhibit 24.2 BAKKT HOLDINGS, INC. POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Gavin Michael, Karen Alexander and Marc D’Annunzio, and each one of them, as his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for them and in their name, place and stead, i

April 19, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K Amendment No. 1 CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) April 18, 2023 Bakkt

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K Amendment No.

April 18, 2023 8-K/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K/A Amendment No. 1 CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) April 1, 2023 Bakk

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K/A Amendment No.

April 18, 2023 EX-99.2

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

Exhibit 99.2 UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION Introduction: The unaudited pro forma condensed combined financial information is prepared in accordance with Article 11 of Regulation S-X. The unaudited pro forma condensed combined financial information presents the pro forma effects of the acquisition of Apex Crypto LLC (“Apex”) by Bakkt Holdings, Inc. (the “Company”) on

April 18, 2023 EX-99.1

Apex Crypto LLC Financial Statements With Report of Independent Auditor As of and for the year ended December 31, 2022 Table of Contents

Exhibit 99.1 Apex Crypto LLC Financial Statements With Report of Independent Auditor As of and for the year ended December 31, 2022 Table of Contents Report of Independent Auditor 2 Financial Statements 4 Statements of Financial Condition 4 Statements of Operations 5 Statements of Changes in Member's Equity 6 Statements of Cash Flows 7 Notes to the Financial Statements 8 1 Independent Auditor’s Re

April 3, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) April 1, 2023 Bakkt Holdings, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) April 1, 2023 Bakkt Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39544 98-1550750 (State or other jurisdiction of incorporation) (Commission File

April 3, 2023 EX-4.1

Registration Rights Agreement, dated as of April 1, 2023, by and between Bakkt Holdings, Inc. and Apex Fintech Solutions Inc. (incorporated by reference to Exhibit 4.1 to the Company’s Form 8-K filed with the SEC on April 3, 2023)

EX-4.1 Exhibit 4.1 REGISTRATION RIGHTS AGREEMENT This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of April 1, 2023 is by and among Bakkt Holdings, Inc., a Delaware corporation (the “Company”), Apex Fintech Solutions Inc., a Delaware limited liability company (“Investor”), and the other Holders (as defined below) from time to time parties hereto. Capitalized terms used but not define

April 3, 2023 EX-2.2

Amendment No. 1 To Membership Interest Purchase Agreement, dated as of March 30, 2023, by and among the Company, Bakkt Marketplace, Apex Fintech Solutions Inc. and Apex Crypto, LLC.

EX-2.2 Exhibit 2.2 AMENDMENT NO. 1 TO MEMBERSHIP INTEREST PURCHASE AGREEMENT This Amendment No. 1 (this “Amendment”) to that certain Membership Interest Purchase Agreement dated as of November 2, 2022 (the “Agreement”) is made and entered into as of March 30, 2023, by and among Bakkt Marketplace, LLC (“Purchaser”), Bakkt Holdings, Inc. (“Parent”), Apex Fintech Solutions, Inc. (“Seller”), and Apex

March 24, 2023 EX-21.1

List of subsidiaries of the registrant.

Exhibit 21.1 Subsidiaries of Bakkt Holdings, Inc. Name of Subsidiary Jurisdiction Bakkt Opco Holdings, LLC Delaware Bakkt Trust Company LLC New York Bakkt Marketplace, LLC Virginia Bakkt, LLC Delaware Bakkt Trade, LLC Virginia Bakkt Clearing, LLC Illinois DACC Technologies, Inc. Delaware Digital Asset Custody Company, Inc. Delaware Bridge2Solutions, LLC Delaware B2S Direct, LLC Florida B2S Canada,

March 24, 2023 10-K

Annual Report on Form 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-K (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39544 Bakkt Holdings, Inc.

March 9, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) March 9, 2023 Bakkt Holdings, Inc. (

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) March 9, 2023 Bakkt Holdings, Inc.

March 9, 2023 EX-99.1

Exhibit 99.1 Bakkt Reports Fourth Quarter and Full Year 2022 Results Quarterly net revenues of $15.6 million, increased 14% year over year; full year net revenues of $54.6 million, increased 38% year over year Strong customer activity with fourth qua

exhibit991pressrelease4 Exhibit 99.1 Bakkt Reports Fourth Quarter and Full Year 2022 Results Quarterly net revenues of $15.6 million, increased 14% year over year; full year net revenues of $54.6 million, increased 38% year over year Strong customer activity with fourth quarter digital asset conversion volume up 19% year over year and full year digital asset conversion volume up 51% year over year

February 9, 2023 SC 13G

BKKT / Bakkt Holdings Inc - Class A / VANGUARD GROUP INC - SCHEDULE 13G Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 Name of issuer: Bakkt Holdings Inc. Title of Class of Securities: Common Stock CUSIP Number: 05759B107 Date of Event Which Requires Filing of this Statement: December 30, 2022 Check the appropriate box to designate the rule pursuant to which this Schedule is filed: ☒ Rule 13d-1(b) ☐ Rul

February 8, 2023 SC 13G/A

BKKT / Bakkt Holdings Inc - Class A / Invesco Ltd. - SEC SCHEDULE 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 4 )* Bakkt Holdings Inc (Name of Issuer) Common Stock (Title of Class of Securities) 05759B107 (CUSIP Number) December 30, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Sch

December 8, 2022 8-K

Regulation FD Disclosure

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) December 8, 2022 Bakkt Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39544 98-1550750 (State or other jurisdiction of incorporation) (Commission Fi

November 10, 2022 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) November 7, 2022 Bakkt Holdings, Inc.

November 10, 2022 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39544 BAKKT HOLDINGS, INC.

November 10, 2022 8-K

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) November 10, 2022 Bakkt Holdings, Inc.

November 10, 2022 EX-99.2

November 10, 2022 Important notice 2 Unless the context otherwise provides, “we,” “us,” “our,” “Bakkt” and like terms refer (i) prior to October 15, 2021 (the closing date of the business combination), to Bakkt Opco Holdings, LLC (f/k/a Bakkt Holding

November 10, 2022 Important notice 2 Unless the context otherwise provides, ?we,? ?us,? ?our,? ?Bakkt? and like terms refer (i) prior to October 15, 2021 (the closing date of the business combination), to Bakkt Opco Holdings, LLC (f/k/a Bakkt Holdings, LLC, ?Opco?) and its subsidiaries and (ii) after October 15, 2021, to Bakkt Holdings, Inc.

November 10, 2022 EX-99.1

Bakkt Reports Third Quarter 2022 Results Quarterly net revenue of $12.9 million, increased 41% year over year Strong customer activity with digital asset conversion volume up 73% year over year Recently announced signing of definitive agreement to ac

Exhibit 99.1 Bakkt Reports Third Quarter 2022 Results Quarterly net revenue of $12.9 million, increased 41% year over year Strong customer activity with digital asset conversion volume up 73% year over year Recently announced signing of definitive agreement to acquire Apex Crypto. Acquisition is expected to significantly expand client verticals and scale Available cash and other liquid assets1 of

November 3, 2022 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) November 2, 2022 Bakkt Holdings, I

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) November 2, 2022 Bakkt Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39544 98-1550750 (State or other jurisdiction of incorporation) (Commission Fi

November 3, 2022 EX-2.1

Membership Interest Purchase Agreement, dated as of November 2, 2022, by and among the Company, Bakkt Marketplace, Seller and Target.

Exhibit 2.1 CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT, MARKED BY BRACKETS AND ASTERISKS [***], HAVE BEEN OMITTED BECAUSE THE CONFIDENTIAL OMITTED INFORMATION IS BOTH (I) NOT MATERIAL AND (II) INFORMATION THAT THE REGISTRANT CUSTOMARILY AND ACTUALLY TREATS AS PRIVATE OR CONFIDENTIAL. MEMBERSHIP INTEREST PURCHASE AGREEMENT by and among BAKKT MARKETPLACE, LLC, BAKKT HOLDINGS, INC., APEX FINTECH S

November 3, 2022 EX-99.2

Important notice Unless the context otherwise provides, “we,” “us,” “our,” “Bakkt” and like terms refer (i) prior to October 15, 2021 (the closing date of the business combination), to Bakkt Opco Holdings, LLC (f/k/a Bakkt Holdings, LLC, “Opco”) and

Exhibit 99.2 Bakkt to acquire Apex Crypto 11.3.22 Important notice Unless the context otherwise provides, ?we,? ?us,? ?our,? ?Bakkt? and like terms refer (i) prior to October 15, 2021 (the closing date of the business combination), to Bakkt Opco Holdings, LLC (f/k/a Bakkt Holdings, LLC, ?Opco?) and its subsidiaries and (ii) after October 15, 2021, to Bakkt Holdings, Inc. and its subsidiaries, incl

November 3, 2022 EX-4.1

Stockholders’ Agreement, dated as of November 2, 2022, by and between the Company and Seller.

Exhibit 4.1 STOCKHOLDERS? AGREEMENT This STOCKHOLDERS? AGREEMENT (this ?Agreement?), dated as of November 2, 2022, is entered into by and between Bakkt Holdings, Inc., a Delaware corporation (the ?Company?), Apex Fintech Solutions Inc., a Delaware limited liability company (?Investor?), and PEAK6 Investments LLC, a Delaware limited liability company agreement (?PEAK6 Investments?). Capitalized ter

November 3, 2022 EX-99.1

Bakkt to Acquire Apex Crypto Acquisition is expected to significantly expand client verticals, drive scale, and bolster path to profitability Bakkt and Apex Fintech Solutions will continue commercial relationship Acquisition is subject to regulatory

Exhibit 99.1 Bakkt to Acquire Apex Crypto Acquisition is expected to significantly expand client verticals, drive scale, and bolster path to profitability Bakkt and Apex Fintech Solutions will continue commercial relationship Acquisition is subject to regulatory approval ALPHARETTA, GA ? November 3, 2022 ? Bakkt Holdings, Inc. (NYSE: BKKT) (the ?Company? or ?Bakkt?), a digital asset platform that

October 28, 2022 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) October 28, 2022 Bakkt Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39544 98-1550750 (State or other jurisdiction of incorporation) (Commission Fi

October 28, 2022 EX-99.1

Bakkt Announces Non-Cash Goodwill and Other Intangible Assets Impairment Charge

Exhibit 99.1 Bakkt Announces Non-Cash Goodwill and Other Intangible Assets Impairment Charge ALPHARETTA, GA ? October 28, 2022 ? Bakkt Holdings, Inc. (NYSE: BKKT) (the ?Company? or ?Bakkt?) announced that it completed its annual impairment testing of goodwill and other intangible assets as required by Accounting Standards Codification (ASC) 350 ?Intangibles Goodwill and Other.? As a result of the

October 13, 2022 424B3

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 sh

Filed Pursuant to Rule 424(b)(3) Registration No. 333-261034 PROSPECTUS SUPPLEMENT NO. 13 (to prospectus dated April 13, 2022) 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

October 13, 2022 EX-10.1

Employment Agreement, dated October 12, 2022, by and between Karen Alexander and the Company

Exhibit 10.1 BAKKT HOLDINGS, INC. EMPLOYMENT AGREEMENT FOR KAREN ALEXANDER This is an Employment Agreement (the ?Employment Agreement?), dated as of October 12, 2022, by and between Bakkt Holdings, Inc., a Delaware corporation (together with its direct and indirect subsidiaries, the ?Company?), and Karen Alexander (?Executive?), the terms and conditions of which are as follows: Agreement 1. Term.

October 13, 2022 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) October 12, 2022 Bakkt Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39544 98-1550750 (State or other jurisdiction of incorporation) (Commission Fi

October 13, 2022 8-K/A

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) September 12, 2022 Bakkt Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39544 98-1550750 (State or other jurisdiction of incorpo

October 13, 2022 424B3

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 sh

PROSPECTUS SUPPLEMENT NO. 12 Filed Pursuant to Rule 424(b)(3) (to prospectus dated April 13, 2022) 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

September 12, 2022 EX-10.2

Form of Performance-Based Restricted Stock Unit Award Agreement

Exhibit 10.2 BAKKT HOLDINGS, INC. 2021 OMNIBUS EMPLOYEE INCENTIVE PLAN PERFORMANCE UNIT AGREEMENT NOTICE OF PERFORMANCE UNIT GRANT Unless otherwise defined herein, the terms defined in the Bakkt Holdings, Inc. 2021 Omnibus Employee Incentive Plan (the ?Plan?) will have the same meanings in this Performance Unit Agreement which includes the Notice of Performance Unit Grant (the ?Notice of Grant?),

September 12, 2022 424B3

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 sh

PROSPECTUS SUPPLEMENT NO. 11 Filed Pursuant to Rule 424(b)(3) (to prospectus dated April 13, 2022) 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

September 12, 2022 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) September 12, 2022 Bakkt Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39544 98-1550750 (State or other jurisdiction of incorporation) (Commission

September 12, 2022 EX-10.1

Form of Restricted Stock Unit Award Agreement

Exhibit 10.1 BAKKT HOLDINGS, INC. 2021 OMNIBUS EMPLOYEE INCENTIVE PLAN RESTRICTED STOCK UNIT AGREEMENT NOTICE OF RESTRICTED STOCK UNIT GRANT Unless otherwise defined herein, the terms defined in the Bakkt Holdings, Inc. 2021 Omnibus Employee Incentive Plan (the ?Plan?) will have the same meanings in this Restricted Stock Unit Agreement which includes the Notice of Restricted Stock Unit Grant (the

September 12, 2022 EX-99.1

Bakkt Appoints Chip Goodroe as Chief Accounting Officer

Exhibit 99.1 Bakkt Appoints Chip Goodroe as Chief Accounting Officer ALPHARETTA, GA ? September 12, 2022 ? Bakkt Holdings, Inc. (NYSE: BKKT) a digital asset platform that unlocks crypto and drives loyalty to create delightful, connected experiences for a broad range of clients, announced today that Chip Goodroe was appointed as its Chief Accounting Officer. In this role, Mr. Goodroe will report to

August 11, 2022 EX-99.1

Bakkt Reports Second Quarter 2022 Results Quarterly net revenue of $13.6 million, increased 60% year over year Strong customer activity with digital asset conversion volume up 60% year over year Available cash and other liquid assets1 of over $315 mi

Exhibit 99.1 Bakkt Reports Second Quarter 2022 Results Quarterly net revenue of $13.6 million, increased 60% year over year Strong customer activity with digital asset conversion volume up 60% year over year Available cash and other liquid assets1 of over $315 million provides significant growth capital Updated revenue and cash usage guidance for 2022 reflects the current macroeconomic environment

August 11, 2022 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) August 11, 2022 Bakkt Holdings, Inc.

August 11, 2022 424B3

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 sh

PROSPECTUS SUPPLEMENT NO. 10 Filed Pursuant to Rule 424(b)(3) (to prospectus dated April 13, 2022) 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

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