---
schema_version: "secwatch.filing_event.v1"
accession: "0001193125-25-142918"
form_type: "8-K"
ticker: "BKKT"
cik: "0001820302"
company_name: "Bakkt, Inc."
filed_at: "2025-06-20T23:59:59+00:00"
generated_at: "2026-05-19T01:43:20.129868+00:00"
event_type: "debt"
sentiment: "neutral"
materiality_score: 0.7
calibrated_materiality_score: 0.7
confidence: "high"
source: SEC EDGAR
---

# Bakkt issues $25M convertible debenture at 5% discount; authorized shares doubled to 60M

## Summary
- 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.

## SEC filing metadata
- accession: 0001193125-25-142918
- form_type: 8-K
- ticker: BKKT
- cik: 0001820302
- company_name: Bakkt, Inc.
- filed_at: 2025-06-20T23:59:59+00:00
- event_type: debt
- sentiment: neutral
- materiality_score: 0.7
- calibrated_materiality_score: 0.7
- confidence: high
- sec_items: 1.01, 2.03, 3.02, 5.03, 5.07, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1820302/000119312525142918/0001193125-25-142918-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1820302/000119312525142918/d80998d8k.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001193125-25-142918
- JSON: https://secwatch.observer/filing/0001193125-25-142918.json
- Plain text: https://secwatch.observer/filing/0001193125-25-142918.txt

## Key facts
- Debt Financings
  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
  source text: 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”).
  evidence_url: https://www.sec.gov/Archives/edgar/data/1820302/000119312525142918/0001193125-25-142918-index.htm
- Governance Changes
  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
  source text: 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
  evidence_url: https://www.sec.gov/Archives/edgar/data/1820302/000119312525142918/0001193125-25-142918-index.htm
- Governance Changes
  Bakkt, Inc.: Amendment to provide for officer exculpation as permitted by Delaware law (effective 2025-06-17).
  - Change: charter amendment
  - Effective: 2025-06-17
  source text: 1) an amendment to the Company’s Certificate of Incorporation (“Amendment No. 1”) to provide for officer exculpation as permitted by Delaware law
  evidence_url: https://www.sec.gov/Archives/edgar/data/1820302/000119312525142918/0001193125-25-142918-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.