---
schema_version: "secwatch.filing_event.v1"
accession: "0001193125-25-262732"
form_type: "8-K12B"
ticker: "BKKT"
cik: "0001820302"
company_name: "Bakkt, Inc."
filed_at: "2025-11-03T23:59:59+00:00"
generated_at: "2026-05-17T00:56:10.297346+00:00"
event_type: "other_material"
sentiment: "neutral"
materiality_score: 0.55
calibrated_materiality_score: 0.55
confidence: "high"
source: SEC EDGAR
---

# Bakkt completes holding company reorganization; shares continue trading on NYSE as BKKT

## Summary
- 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.

## SEC filing metadata
- accession: 0001193125-25-262732
- form_type: 8-K12B
- ticker: BKKT
- cik: 0001820302
- company_name: Bakkt, Inc.
- filed_at: 2025-11-03T23:59:59+00:00
- event_type: other_material
- sentiment: neutral
- materiality_score: 0.55
- calibrated_materiality_score: 0.55
- confidence: high
- sec_items: 1.01, 3.01, 5.03, 8.01, 3.02, 3.03, 5.01, 5.02, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1820302/000119312525262732/0001193125-25-262732-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1820302/000119312525262732/d83327d8k12b.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001193125-25-262732
- JSON: https://secwatch.observer/filing/0001193125-25-262732.json
- Plain text: https://secwatch.observer/filing/0001193125-25-262732.txt

## Key facts
- Governance Changes
  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
  source text: 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.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1820302/000119312525262732/0001193125-25-262732-index.htm
- Governance Changes
  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
  source text: 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.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1820302/000119312525262732/0001193125-25-262732-index.htm

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