Bakkt, Inc. (BKKT): debt financing — Bakkt issues $25M convertible debenture at 5% discount; authorized shares doubled to 60M

Bakkt, Inc.

Sold $25M convertible debenture to YA II PN for net proceeds of $23.75M; 0% interest (18% on default), 1-year maturity.
Conversion price equals lower of $14.51 or 97% of 5-day VWAP (floor $2.418); capped at 4.99% beneficial ownership.
Authorized Class A common shares increased from 30M to 60M (total common from 40M to 70M) via stockholder vote.
Annual meeting results: 3 directors elected; 2021 omnibus incentive plan amendment approved; say-on-pay frequency set at 1 year.
ICE credit facility amended to permit this convertible debenture transaction; proceeds for working capital.

item 1.01 item 2.03 item 3.02 item 5.03 item 5.07 item 9.01

Key facts

Extracted from this filing and checked against the source text.

Debt Financings SEC 8-K Item 2.03/2.04 confidence 0.9

Bakkt, Inc. incurred convertible notes of $25 million convertible debenture with YA II PN, LTD. at annual rate equal to 0%, which will increase to an annual rate of 18% upon the o maturing first anniversary of the closing date.

Instrument: convertible notes
Principal: $25 million convertible debenture
Counterparty: YA II PN, LTD.
Rate: annual rate equal to 0%, which will increase to an annual rate of 18% upon the o
Maturity: first anniversary of the closing date
Event: incurrence

Exact text from the filing

Securities Purchase Agreement On June 17, 2025, Bakkt Holdings, Inc., a Delaware corporation (the “Company”), entered into a Securities Purchase Agreement (the “Purchase Agreement”) with YA II PN, LTD., a Cayman Islands exempt limited company (the “Investor”). Pursuant to the terms of the Purchase Agreement, the Investor will purchase a $25 million convertible debenture (the “Convertible Debenture”) from the Company for a price of $23.75 million (the “Purchase Amount”) in a private placement (the “Private Placement”).

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Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

Bakkt, Inc.: Amendment to increase authorized shares of Class A Common Stock from 30,000,000 to 60,000,000 and total Common Stock from 40,000,000 to 70,000,000 (effective 2025-06-17).

Change: charter amendment
Effective: 2025-06-17

Exact text from the filing

2) an amendment to the Company’s Certificate of Incorporation (“Amendment No. 2”) to increase the number of authorized shares of Class A Common Stock from 30,000,000 shares to 60,000,000 shares and, accordingly, to increase the number of authorized shares of the Company’s Common Stock from 40,000,000 to 70,000,000

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Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

Bakkt, Inc.: Amendment to provide for officer exculpation as permitted by Delaware law (effective 2025-06-17).

Change: charter amendment
Effective: 2025-06-17

Exact text from the filing

1) an amendment to the Company’s Certificate of Incorporation (“Amendment No. 1”) to provide for officer exculpation as permitted by Delaware law

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10 debt financings filed in the last 30 days. Browse all debt financings →

Bakkt, Inc. filing history →

Source: SEC EDGAR

accession 0001193125-25-142918

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