8-K12B
filed November 3, 2025, 6:59 PM ET
ticker BKKT
CIK 0001820302
other material
confidence high
sentiment neutral
materiality 0.55
Bakkt completes holding company reorganization; shares continue trading on NYSE as BKKT
Bakkt, Inc.
- Reorganization effective Nov 3, 2025: Old Bakkt becomes wholly owned sub of New Bakkt; shares convert 1:1.
- OpCo merger: New Bakkt issued 7,174,565 shares of Class A common to former unit holders.
- TRA contribution amendment: CEO Naheta receives 69,733 Class A shares; ICE receives 465,890 Series A Convertible Preferred shares.
- Directors, officers, business, assets, and operations remain unchanged from prior company.
- Warrants and equity plans assumed by New Bakkt; Class A common continues trading under symbol BKKT.
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 69,733 shares New Bakkt Class A Common Stock of common stock to Mr. Naheta for at a price per share of New Bakkt Class A Common Stock of $39.34.
- Security
- common stock
- Shares
- 69,733 shares New Bakkt Class A Common Stock
- Purchaser
- Mr. Naheta
- Consideration
- at a price per share of New Bakkt Class A Common Stock of $39.34
Exact text from the filing
to such conversion under the HSR Act, or (ii) a direct transfer to an unaffiliated party of the holder thereof), at a price per share of New Bakkt Class A Common Stock of $39.34, representing the “Minimum Price” as defined in NYSE Rule 312.04(h), which was offset against the amount of cash to which Mr. Naheta and ICE were otherwise entitled under the
View on SEC.gov
Equity Issuances
SEC 8-K Item 3.02/3.03
confidence 0.9
Bakkt, Inc. issued 465,890 shares of New Bakkt Preferred Stock of preferred stock to ICE for at a price per share of New Bakkt Class A Common Stock of $39.34.
- Security
- preferred stock
- Shares
- 465,890 shares of New Bakkt Preferred Stock
- Purchaser
- ICE
- Consideration
- at a price per share of New Bakkt Class A Common Stock of $39.34
Exact text from the filing
to such conversion under the HSR Act, or (ii) a direct transfer to an unaffiliated party of the holder thereof), at a price per share of New Bakkt Class A Common Stock of $39.34, representing the “Minimum Price” as defined in NYSE Rule 312.04(h), which was offset against the amount of cash to which Mr. Naheta and ICE were otherwise entitled under the
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
Bakkt, Inc.: Adopted Amended and Restated Bylaws for New Bakkt, effective upon consummation of the Holding Company Reorganization, substantially the same as Old Bakkt's bylaws with technical changes permitted by DGCL Section 251(g) (effective 2025-11-03).
- Change
- bylaw amendment
- Effective
- 2025-11-03
Exact text from the filing
Upon consummation of the Holding Company Reorganization, the Amended and Restated Certificate of Incorporation of New Bakkt (the “ New Bakkt A&R Certificate of Incorporation ”) and the Amended and Restated Bylaws of New Bakkt (the “ New Bakkt A&R Bylaws ”) were the same as the Certificate of Incorporation and the Bylaws of Old Bakkt in effect immediately prior to consummation of the Holding Company Reorganization, respectively, other than certain technical changes permitted by Section 251(g) of the DGCL.
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
Bakkt, Inc.: Adopted Amended and Restated Certificate of Incorporation for New Bakkt, effective upon consummation of the Holding Company Reorganization, substantially the same as Old Bakkt's certificate with technical changes permitted by DGCL Section 251(g) (effective 2025-11-03).
- Change
- charter amendment
- Effective
- 2025-11-03
Exact text from the filing
Upon consummation of the Holding Company Reorganization, the Amended and Restated Certificate of Incorporation of New Bakkt (the “ New Bakkt A&R Certificate of Incorporation ”) and the Amended and Restated Bylaws of New Bakkt (the “ New Bakkt A&R Bylaws ”) were the same as the Certificate of Incorporation and the Bylaws of Old Bakkt in effect immediately prior to consummation of the Holding Company Reorganization, respectively, other than certain technical changes permitted by Section 251(g) of the DGCL.
View on SEC.gov
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