Bakkt to buy 47.5M Transchem warrants in ~$10M India investment

Bakkt Holdings, Inc. reported that on November 21, 2025 it elected to subscribe to 47,500,000 warrants to be issued by Transchem Ltd., an Indian company listed on BSE Ltd. The purchase price for these warrants is approximately $10 million.

Rhea-AI Filing Summary

Bakkt Holdings, Inc. reported that on November 21, 2025 it elected to subscribe to 47,500,000 warrants to be issued by Transchem Ltd., an Indian company listed on BSE Ltd. The purchase price for these warrants is approximately $10 million.

The warrants may be exercised for shares of Transchem common stock within 18 months of issuance, in one or more tranches, and the investment also includes an option for Bakkt to subscribe for additional warrants. Transchem has told Bakkt it has identified a potential acquisition target in India engaged in stock broking and registered with the Securities and Exchange Board of India as both a stockbroker and a depository participant.

Bakkt states that, subject to definitive agreements, shareholder and regulatory approvals and other customary closing conditions, it expects to provide further updates on the structure of the investment, any potential corporate name change or rebranding, and expected changes to management and governance.

Insights

Equity & strategic investments analyst

Bakkt commits ~$10M to Indian broker-linked warrants with possible rebranding.

Bakkt plans to purchase 47,500,000 Transchem Ltd. warrants for about $10,000,000, exercisable into Transchem common shares within 18 months of issuance. This is structured as a preferential allotment by Transchem and includes an option for Bakkt to subscribe for additional warrants, potentially deepening the relationship if both sides proceed.

Transchem has indicated a potential acquisition target in India in stock broking, registered with the Securities and Exchange Board of India as a stockbroker and depository participant. If consummated, this could position Bakkt indirectly in a regulated Indian brokerage and depository ecosystem, but the filing notes that completion is subject to shareholder and regulatory approvals and definitive agreements.

Bakkt also flags that future updates may cover the investment structure, a possible corporate name change or rebranding, and expected changes to management and governance. Those elements, if implemented after the contemplated approvals and agreements, could signal a broader strategic shift, though exact timing and scope are not detailed in the excerpt.

8-K Event Classification

Item 8.01 — Other Events

1 item

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What investment did Bakkt Holdings (BKKT) announce in Transchem Ltd.?

Bakkt elected to subscribe to 47,500,000 warrants to be issued by Transchem Ltd., an Indian company listed on BSE Ltd., through a preferential allotment approved by Transchem’s board on November 21, 2025.

How much is Bakkt paying for the Transchem warrants?

Bakkt states that the purchase price for the Transchem warrants is approximately $10 million.

What are the key terms of the Transchem warrants for Bakkt?

The warrants may be exercised by Bakkt for Transchem common stock within 18 months of issuance, in one or more tranches, and the investment includes an option for Bakkt to subscribe for additional warrants.

What potential acquisition did Transchem disclose to Bakkt?

Transchem informed Bakkt that it has identified a potential acquisition target in India engaged in stock broking and registered with the Securities and Exchange Board of India as both a stockbroker and a depository participant.

What future changes could result from Bakkt’s investment in Transchem?

Subject to definitive agreements, shareholder and regulatory approvals and customary closing conditions, Bakkt expects to provide updates on the structure of the investment, any potential corporate name change or rebranding, and expected changes to management and governance.

Are Bakkt’s statements about the Transchem investment forward-looking?

Yes. Bakkt characterizes many statements about the investment, approvals, and potential changes as forward-looking statements, subject to business and regulatory uncertainties and the risk factors described in its recent Form 10-K and Form 10-Q filings.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 11/24/2025 - 07:55 AM Learn about SEC filing dates

0001820302FALSENovember 21, 202500018203022025-11-212025-11-240001820302us-gaap:CommonClassAMember2025-11-212025-11-240001820302us-gaap:WarrantMember2025-11-212025-11-24

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)

November 21, 2025

Bakkt Holdings, Inc.

(Exact name of registrant as specified in its charter)

Delaware

001-39544

41-2324812

(State or other jurisdiction of incorporation)

(Commission File Number)

(IRS Employer Identification No.)

One Liberty Plaza 1 Liberty Street, Floor 3, Suite 305-306, New York, New York						10006
(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 8.01     Other Events

On November 21, 2025, the Company elected to subscribe to 47,500,000 warrants to be issued by Transchem Ltd., an Indian company listed on BSE Ltd., pursuant to a preferential allotment approved by Transchem’s board of directors on November 21, 2025, and subject to shareholder and regulatory approvals (the “Investment”). The purchase price for the warrants is approximately $10 million. The warrants may be exercised by the Company for shares in Transchem’s common stock within 18 months of issuance in one or more tranches. The Investment includes an option for the Company to subscribe for additional warrants. Transchem has informed the Company that it has identified a potential acquisition target in India engaged in stock broking and registered with the Securities and Exchange Board of India as both a stockbroker and a depository participant.

Subject to the completion of definitive agreements, shareholder and regulatory approvals, and other customary closing conditions, the Company expects to provide additional updates in due course on the structure of the Investment, any potential corporate name change or rebranding, and expected changes to management and governance.

Forward-Looking Statements

This Current Report on Form 8-K contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements can be identified by words such as “will,” “likely,” “expect,” “continue,” “anticipate,” “estimate,” “believe,” “intend,” “plan,” “projection,” “outlook,” “grow,” “progress,” “potential” or words of similar meaning. Such forward-looking statements are based upon the current beliefs and expectations of the Company’s management and are inherently subject to significant business, economic and competitive uncertainties and contingencies, many of which are difficult to predict and beyond the Company’s control. Actual results and the timing of events may differ materially from the results anticipated in such forward-looking statements. You are cautioned not to place undue reliance on such forward-looking statements. Such forward-looking statements relate only to events as of the date on which such statements are made and are based on information available to us as of the date of this Current Report on Form 8-K. Unless otherwise required by law, we undertake no obligation to update any forward-looking statements made in this Current Report on Form 8-K to reflect events or circumstances after the date hereof or to reflect new information or the occurrence of unanticipated events.

The following factors, among others, could cause actual results and the timing of events to differ materially from the anticipated results or other expectations expressed in such forward-looking statements: the approval of the Investment by Transchem’s shareholders and relevant regulatory authorities and other risks and uncertainties indicated in the Company’s filings with the SEC, including its most recent Annual Report on Form 10-K for the year ended December 31, 2024 and its quarterly reports on Form 10-Q for the quarter ended March 31, 2025, the quarter ended June 30, 2025 and the quarter ended September 30, 2025, and the risks regarding the Company’s adoption of its Investment Policy set forth in Exhibit 99.1 to the Company’s Current Report on Form 8-K, filed with the SEC on June 10, 2025. You are cautioned not to place undue reliance on such forward-looking statements. Such forward-looking statements relate only to events as of the date on which such statements are made and are based on information available to us as of the date of this press release. Unless otherwise required by law, we undertake no obligation to update any forward-looking statements made in this press release to reflect events or circumstances after the date of this press release or to reflect new information or the occurrence of unanticipated events.

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: November 24, 2025

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