Bakkt holders OK share issuance for DTR deal

Bakkt, Inc. reconvened a special stockholder meeting and obtained approval to issue additional Class A common shares in connection with its acquisition of Distributed Technologies Research Global Ltd. (DTR).

Rhea-AI Filing Summary

Bakkt, Inc. reconvened a special stockholder meeting and obtained approval to issue additional Class A common shares in connection with its acquisition of Distributed Technologies Research Global Ltd. (DTR). This issuance will equal 31.5% of Bakkt’s Class A common stock and other fully converted equity outstanding immediately before the deal closes, excluding warrants, and will be issued to DTR’s beneficial owners, including CEO Akshay Naheta.

At the reconvened meeting, stockholders representing 13,266,200 Class A shares, or about 51.49% of eligible voting power, were present, satisfying quorum requirements. The Issuance Proposal passed with 12,999,817 votes for, 229,734 against, and 36,649 abstentions, so a separate adjournment vote was not needed.

Insights

Equity & M&A Governance Analyst

Bakkt shareholders approved significant stock issuance to complete the DTR acquisition.

The special meeting cleared a key condition for Bakkt’s planned acquisition of DTR by approving an equity issuance equal to 31.5% of pre-closing Class A shares plus other fully converted equity, excluding warrants. This allows DTR owners, including CEO Akshay Naheta, to receive Bakkt equity at closing.

Quorum was met with 13,266,200 Class A shares present, representing about 51.49% of voting power as of the February 10, 2026 record date. The Issuance Proposal passed comfortably, with 12,999,817 votes for and limited opposition. Because support was sufficient, the contingency Adjournment Proposal was not put to a vote.

This vote aligns Bakkt’s capital structure with NYSE rules (Sections 312.03(b), 312.03(c), 312.03(d)) for large share issuances tied to acquisitions. The actual economic impact will depend on the acquisition’s closing terms and how the combined business performs, which will be reflected in subsequent company disclosures.

8-K Event Classification

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

1 item

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

Results of a shareholder vote on proposals at an annual or special meeting.

Key Figures

Record-date Class A shares entitled to vote: 25,761,710 shares Shares represented at special meeting: 13,266,200 shares Voting power represented: 51.49% +4 more

7 metrics

Record-date Class A shares entitled to vote 25,761,710 shares Class A common stock outstanding and entitled to vote as of February 10, 2026

Shares represented at special meeting 13,266,200 shares Class A shares present, about 51.49% of voting power, at reconvened meeting

Voting power represented 51.49% Voting power of Class A shares present at reconvened special meeting

Issuance size for DTR acquisition 31.5% of pre-closing equity Percentage of Class A shares and fully converted equity (excluding warrants) to be issued to DTR owners

Votes for Issuance Proposal 12,999,817 votes Stockholder votes in favor of issuing shares for the DTR acquisition

Votes against Issuance Proposal 229,734 votes Stockholder votes against the share issuance

Abstentions on Issuance Proposal 36,649 votes Stockholder abstentions on the share issuance

Key Terms

Issuance Proposal, Adjournment Proposal, New York Stock Exchange Listed Company Manual, emerging growth company, +1 more

5 terms

Issuance Proposal financial

"The Issuance Proposal was approved by the votes indicated below"

Adjournment Proposal financial

"To approve an adjournment of the Special Meeting, if necessary or appropriate"

An adjournment proposal is a formal request made at a shareholder or board meeting to pause the meeting and reconvene at a later date or time. It matters to investors because it postpones votes and decisions, giving parties extra time to gather information, solicit support, negotiate alternatives or introduce new options — like hitting pause on a group decision to wait for more facts, which can alter outcomes and market reactions.

New York Stock Exchange Listed Company Manual regulatory

"in accordance with Sections 312.03(b), 312.03(c), and 312.03(d) of the New York Stock Exchange Listed Company Manual"

A listed company manual is the rulebook a stock exchange uses to set the standards and requirements companies must meet to join and remain on the exchange. Think of it as a membership handbook that covers what companies must disclose, how they should govern themselves, and what practices they must follow; for investors this matters because it creates baseline transparency and accountability, helping assess risk and trustworthiness and protecting the value of their holdings.

emerging growth company regulatory

"Emerging growth company"

An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

as-converted basis financial

"on an as-converted basis, but excluding any warrants to purchase shares"

As-converted basis means counting securities that can become common stock—like convertible bonds or preferred shares—as if they already were common shares when calculating totals such as shares outstanding, ownership percentages, or per-share metrics. Investors use it to see the potential dilution and the “what-if” size of the shareholder base; it’s like imagining all restaurant coupons have been redeemed so you know how crowded the table could become and how slices of the pie would shrink.

FAQ

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

What did Bakkt (BKKT) shareholders approve at the special meeting?

Shareholders approved issuing new Bakkt Class A common shares equal to 31.5% of pre-closing Class A shares plus fully converted equity (excluding warrants) to Distributed Technologies Research Global Ltd. owners, a key step to complete Bakkt’s planned acquisition of DTR.

How many Bakkt (BKKT) shares were eligible to vote at the special meeting?

A total of 25,761,710 shares of Bakkt Class A common stock were outstanding and entitled to vote as of February 10, 2026, the record date for the special meeting on the DTR acquisition-related share issuance proposal.

What was shareholder turnout and quorum for Bakkt’s special meeting?

Shareholders representing 13,266,200 Bakkt Class A shares were present in person, remotely or by proxy, equaling about 51.49% of eligible voting power. This satisfied quorum requirements, allowing the company to conduct business and vote on the Issuance Proposal.

What were the voting results on Bakkt’s Issuance Proposal for the DTR deal?

The Issuance Proposal passed with 12,999,817 votes for, 229,734 votes against and 36,649 abstentions. This strong approval authorizes Bakkt to issue new Class A shares and other equity at closing of the DTR acquisition, excluding warrants.

Why was Bakkt’s Adjournment Proposal not voted on at the reconvened meeting?

The Adjournment Proposal was only needed if more time was required to gather votes for the Issuance Proposal. Because there was a quorum and sufficient support to approve the share issuance at the reconvened meeting, no separate adjournment vote was necessary.

How is Bakkt’s CEO involved in the DTR acquisition share issuance?

The issuance will deliver Bakkt equity to DTR’s beneficial owners, including Akshay Naheta, who serves as Bakkt’s Chief Executive Officer, President and a Board member. He is listed among the recipients of shares tied to the DTR transaction.

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

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Accepted by SEC EDGAR 04/20/2026 - 08:00 AM EDT Learn about SEC filing dates

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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)

April 17, 2026

Bakkt, 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.)

3280 Peachtree Road NE, 7th Floor Atlanta, Georgia						30305
(Address of principal executive offices)						(Zip Code)

Registrant’s telephone number, including area code: (332) 203-3017

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 5.07     Submission of Matters to a Vote of Security Holders

On April 17, 2026, Bakkt, Inc. (the “Company”) reconvened its special meeting of the stockholders (the “Special Meeting”), which was originally convened and adjourned on March 24, 2026 in order to allow for additional time for the Company’s stockholders to vote. Of the 25,761,710 shares of the Company’s Class A common stock (“Class A Common Stock”) outstanding and entitled to vote at the Special Meeting as of the close of business on February 10, 2026, the record date for the Special Meeting, 13,266,200 shares of the Company’s Class A Common Stock, representing approximately 51.49% of the voting power of all issued and outstanding shares of the Company’s Class A Common Stock eligible to be voted at the Special Meeting, were present on April 17, 2026 at the reconvened Special Meeting in person, by remote communication or by proxy, which constituted a quorum to conduct business at the reconvened Special Meeting, and voted on the proposals as set forth below, each of which is described in more detail in the Company’s definitive proxy statement for the Special Meeting filed with the U.S. Securities and Exchange Commission (the “SEC”) on February 13, 2026 (as supplemented, the “Special Meeting Proxy Statement”).

1. The Issuance Proposal

To approve the issuance of a number of shares of the Company’s Class A Common Stock equal to 31.5% of the aggregate number of shares of Class A Common Stock that are issued and outstanding immediately prior to the consummation of the Company’s acquisition of Distributed Technologies Research Global Ltd. (“DTR”) (the “Closing”), plus the aggregate number of shares of the Company’s capital stock issuable upon full exercise or conversion of any options, warrants or other convertible derivative securities that are outstanding immediately prior to the Closing, on an as-converted basis, but excluding any warrants to purchase shares of the Class A Common Stock, to the beneficial owners of the shares of DTR, including Akshay Naheta, the Company’s Chief Executive Officer, President and a member of the Board of Directors of the Company (the “Board”), in accordance with Sections 312.03(b), 312.03(c), and 312.03(d) of the New York Stock Exchange Listed Company Manual (such proposal, the “Issuance Proposal”).

The Issuance Proposal was approved by the votes indicated below:

For						Against						Abstain
12,999,817						229,734						36,649

2.The Adjournment Proposal

To approve an adjournment of the Special Meeting, if necessary or appropriate in the view of the Board, including but not limited to solicit additional proxies if there are not sufficient votes at the time of the Special Meeting to approve the Issuance Proposal (such proposal, the “Adjournment Proposal”).

A vote to approve the Adjournment Proposal was deemed not necessary because there was a quorum present and there were sufficient votes at the time of the Special Meeting to approve the Issuance Proposal.

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: April 20, 2026

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

Filing Exhibits & Attachments

4 documents

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT 2.1 KB
• EX-101 XBRL TAXONOMY EXTENSION DEFINITION LINKBASE DOCUMENT 16.1 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT 28.2 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT 16.8 KB