Bakkt to simplify capital structure, eliminate Up-C, transition to single-class common stock by Nov 3

Bakkt, Inc.

Company to reorganize into NewCo; each share of Class A common stock exchanged for one share of NewCo common stock.
Pre-IPO investors' Class V common stock replaced with NewCo common stock; all shareholders will hold single class with identical rights.
TRA amendment: ICE and CEO Naheta contribute TRA rights to NewCo in exchange for NewCo Class A common stock, net-settled.
Estimated issuance of ~655,500 shares to ICE and ~69,750 shares to Naheta based on assumed stock price of $38.
Reorganization expected to close on or about November 3, 2025; warrants will be exchanged for equivalent NewCo warrants.

Key facts

Extracted from this filing and checked against the source text.

Equity Issuances SEC 8-K Item 3.02/3.03 confidence 0.9

Bakkt, Inc. issued approximately 655,500 shares would be issued to ICE and 69,750 to Mr. Naheta of common stock to ICE and Akshay Naheta for cash equal to the respective TRA amount, net-settled; price per share representing the Minimum Price as defined in NYSE Rule 312.04(h).

Security: common stock
Shares: approximately 655,500 shares would be issued to ICE and 69,750 to Mr. Naheta
Purchaser: ICE and Akshay Naheta
Consideration: cash equal to the respective TRA amount, net-settled; price per share representing the Minimum Price as defined in NYSE Rule 312.04(h)

Exact text from the filing

NewCo will issue NewCo Class A Common Stock to ICE and Mr. Naheta, at a price per share representing the “Minimum Price” as defined in NYSE Rule 312.04(h).

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Bakkt, Inc. filing history →

Source: SEC EDGAR

accession 0001193125-25-242750

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