8-K
filed January 12, 2026, 6:59 PM ET
ticker BKKT
CIK 0001820302
M&A
confidence high
sentiment neutral
materiality 0.85
Bakkt to acquire DTR from CEO Naheta for ~31.5% stock; name change to Bakkt, Inc.
Bakkt, Inc.
- Bakkt issues 31.5% of its outstanding Class A common stock to acquire Distributed Technologies Research Global from CEO Akshay Naheta.
- Special Committee of independent directors approved the deal; Naheta recused; stockholder vote and regulatory approvals required.
- Closing expected by July 10, 2026 (extendable to Oct 8, 2026); a $4.815M termination fee payable by Bakkt if board changes recommendation.
- Company will change name to 'Bakkt, Inc.' effective Jan 22, 2026; Series A Non-Voting Convertible Preferred eliminated.
- Holders of ~36.1% of common stock (including directors and officers) signed Voting and Support Agreement to vote for transaction.
Key facts
Extracted from this filing and checked against the source text.
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
Bakkt, Inc.: Filed Certificate of Amendment to change company name to 'Bakkt, Inc.', effective January 22, 2026 (effective 2026-01-22).
- Change
- charter amendment
- Effective
- 2026-01-22
Exact text from the filing
the Board approved a Certificate of Amendment of the Amended and Restated Certificate of Incorporation of the Company (the “Certificate of Amendment”) to change the name of the Company to “Bakkt, Inc.” (the “Name Change”). The Name Change and the Certificate of Amendment will be effective as of 12:01 a.m. Eastern Time on January 22, 2026.
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
Bakkt, Inc.: Filed Certificate of Elimination to remove all matters related to Series A Non-Voting Convertible Preferred Stock from the Amended and Restated Certificate of Incorporation (effective 2026-01-09).
- Change
- charter amendment
- Effective
- 2026-01-09
Exact text from the filing
the Company filed a Certificate of Elimination (the “Certificate of Elimination”) with the Secretary of State of the State of Delaware on January 9, 2026. Effective upon filing, the Certificate of Elimination eliminated from the Company’s Amended and Restated Certificate of Incorporation all matters set forth in the Certificate of Designations with respect to the Series A Non-Voting Convertible Preferred Stock.
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
Bakkt, Inc.: Amended and restated By-Laws to reflect the name change to 'Bakkt, Inc.', effective January 22, 2026 (effective 2026-01-22).
- Change
- bylaw amendment
- Effective
- 2026-01-22
Exact text from the filing
the Board also approved an amendment and restatement of the By-Laws of the Company (the “Amended and Restated By-Laws”). The Amended and Restated By-Laws will be effective as of 12:01 a.m. Eastern Time on January 22, 2026. The changes in the By-Laws solely reflect the Name Change.
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.9
Bakkt, Inc. entered into Share Purchase Agreement with Distributed Technologies Research Global Ltd. and Akshay Naheta (effective 2026-01-11).
- Action
- entry
- Agreement
- merger
- Counterparty
- Distributed Technologies Research Global Ltd. and Akshay Naheta
- Effective
- 2026-01-11
Exact text from the filing
On January 11, 2026, Bakkt Opco Holdings, LLC (“Opco”), a Delaware limited liability company and wholly owned subsidiary of Bakkt Holdings, Inc. (the “Company”), entered into a Share Purchase Agreement (the “Purchase Agreement”) by and among Opco, the Company, Distributed Technologies Research Global Ltd., a private limited company incorporated in Cyprus (“DTR”), and Akshay Naheta (Mr. Naheta or the “Seller”).
View on SEC.gov
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