Bakkt Files Amendment to Raise Authorized Class A Shares to 560M

Rhea-AI Filing Summary

Bakkt Holdings reported that its stockholders approved an amendment to its Certificate of Incorporation to increase authorized Class A Common Stock from 60,000,000 shares to 560,000,000 shares and, accordingly, total authorized Common Stock from 70,000,000 to 570,000,000. At a special meeting, holders representing 74.3% of the voting power as of the July 11, 2025 record date were present in person or by proxy, constituting a quorum. The amendment passed with 7,618,995 votes for, 2,865,167 against and 30,914 abstentions. The meeting also approved an adjournment proposal with 7,706,971 votes for, 2,729,249 against and 78,856 abstentions. The Amendment is included as Exhibit 3.1.

Positive

• Stockholder approval obtained to increase authorized Class A Common Stock from 60,000,000 to 560,000,000.
• A quorum was present with holders representing 74.3% of voting power as of the July 11, 2025 record date.
• The Amendment is filed and attached as Exhibit 3.1 and the interactive data file is included as Exhibit 104.

Negative

• Proposal 1 received 2,865,167 votes against and 30,914 abstentions.
• The adjournment proposal recorded 2,729,249 votes against and 78,856 abstentions.

Insights

Corporate Governance Expert

TL;DR: Shareholders approved a large increase in authorized Class A shares; the amendment passed despite notable opposition and is filed as Exhibit 3.1.

The company obtained stockholder approval to raise authorized Class A shares from 60,000,000 to 560,000,000, increasing total authorized Common Stock to 570,000,000. The special meeting met quorum with holders representing 74.3% of voting power. Vote totals show the amendment passed with 7,618,995 votes in favor and 2,865,167 opposed; abstentions numbered 30,914. The filing attaches the Amendment as Exhibit 3.1. The filing does not describe any immediate issuance or specific use of the newly authorized shares.

Securities Analyst

TL;DR: Authorization increased materially to 560M Class A shares, meeting quorum; no issuance details provided so direct financial impact is unspecified.

The key disclosure is an authorization change: Class A shares increased tenfold from 60,000,000 to 560,000,000, and total authorized Common Stock to 570,000,000. The special meeting recorded a quorum with 74.3% of voting power present. Voting results are detailed for both the amendment and an adjournment proposal. The document does not provide information about any share issuances, timing, pricing, or intended use of the additional authorized shares, so investors cannot assess dilution or financing effects from this filing alone.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d)

of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported)

August 6, 2025

Bakkt Holdings, Inc.

(Exact name of registrant as specified in its charter)

Delaware

001-39544

98-1550750

(State or other jurisdiction of incorporation)

(Commission File Number)

(IRS Employer Identification No.)

10000 Avalon Boulevard, Suite 1000, Alpharetta, Georgia						30009
(Address of principal executive offices)						(Zip Code)

Registrant’s telephone number, including area code: (678) 534-5849

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐

Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Class A Common Stock, par value $0.0001 per share

BKKT

The New York Stock Exchange

Warrants to purchase Class A Common Stock

BKKT WS

The New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐     

Item 5.03     Amendments to Certificate of Incorporation or Bylaws; Change in Fiscal Year.

On August 7, 2025, the Company filed an amendment to the Company’s Certificate of Incorporation (the “Amendment”) to increase the number of authorized shares of Class A Common Stock from 60,000,000 shares to 560,000,000 shares and, accordingly, to increase the number of authorized shares of the Company’s Common Stock from 70,000,000 to 570,000,000.

The foregoing description is qualified in its entirety by reference to the Amendment, a copy of which is attached hereto as Exhibit 3.1 and is incorporated herein by reference.

Item 5.07     Submission of Matters to a Vote of Security Holders.

On August 6, 2025, Bakkt Holdings, Inc. (the “Company”) held a special meeting of the stockholders (the “Special Meeting”). At the Special Meeting, 3,426,062 shares of the Company’s Class A common stock (“Class A Common Stock”) and 7,089,014 shares of the Company’s Class V common stock (“Class V Common Stock” and, together with the Class A Common Stock, the “Common Stock”), representing 74.3% of the voting power of all issued and outstanding shares of Common Stock as of July 11, 2025, the record date for the Special Meeting, and constituting a quorum for the transaction of business, were present in person or by proxy and voted on the following three proposals, each of which is described in more detail in the Company’s definitive proxy statement for the Special Meeting filed with the Securities and Exchange Commission on July 16, 2025.

1.The stockholders approved an amendment to the Company’s Certificate of Incorporation to increase the number of authorized shares of Class A Common Stock from 60,000,000 shares to 560,000,000 shares and, accordingly, to increase the number of authorized shares of the Company’s Common Stock from 70,000,000 to 570,000,000. The voting results were as follows:

Votes For						Votes Against						Abstentions						Broker Non-Votes
7,618,995						2,865,167						30,914						-

2.The stockholders approved an adjournment of the Special Meeting, if necessary or appropriate in the view of our Board, including but not limited to solicit additional proxies if there are not sufficient votes at the time of the Special Meeting to approve Proposal 1. The voting results were as follows:

Votes For						Votes Against						Abstentions						Broker Non-Votes
7,706,971						2,729,249						78,856						-

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits. The following exhibits are filed with this Form 8-K:

Exhibit No.			Description
3.1			Amendment to the Company’s Amended and Restated Certificate of Incorporation, dated August 7, 2025.
104			Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.

Dated: August 8, 2025

			BAKKT HOLDINGS, INC.
			By:			/s/ Marc D'Annunzio
			Name:			Marc D’Annunzio
			Title:			General Counsel and Secretary

FAQ

What did Bakkt Holdings (BKKT) stockholders approve?

Stockholders approved an amendment to increase authorized Class A Common Stock from 60,000,000 to 560,000,000 shares and total authorized Common Stock to 570,000,000.

How many votes were cast for the amendment (Proposal 1)?

The vote on Proposal 1 was 7,618,995 for, 2,865,167 against and 30,914 abstentions.

Was there a quorum at the special meeting?

Yes. Holders representing 74.3% of the voting power as of the July 11, 2025 record date were present in person or by proxy, constituting a quorum.

Was the amendment filed with the SEC?

Yes. The Amendment to the Amended and Restated Certificate of Incorporation is filed as Exhibit 3.1 and the Cover Page Interactive Data File is filed as Exhibit 104.

Did the meeting also vote on an adjournment proposal?

Yes. The adjournment proposal passed with 7,706,971 votes for, 2,729,249 against and 78,856 abstentions.