[D] Bakkt Holdings, Inc. SEC Filing

Rhea-AI Filing Summary

OCI N.V. and its Dutch subsidiaries OCI Intermediate B.V. and OCI Chemicals B.V. have filed a Schedule 13G disclosing a sizeable passive stake in Methanex Corporation (NASDAQ/TSX: MEOH). The filing, triggered by a June 27 2025 event date, shows beneficial ownership of 9,944,308 common shares, equal to 12.9 % of Methanex’s 77,339,520 shares outstanding as of June 30 2025.

All shares are held with shared voting power over 7,726,218 shares – subject to an undertaking not to vote more than 9.99 % of the company’s outstanding stock until Toronto Stock Exchange listing conditions are satisfied – and shared dispositive power over the full 9.94 million-share position. The reporting persons possess no sole voting or dispositive authority, underscoring the filing’s passive intent. Each entity certifies that the securities were not acquired for the purpose of influencing control, in line with Schedule 13G requirements.

The disclosure makes OCI – a Netherlands-based global producer of nitrogen, methanol and hydrogen products – one of Methanex’s largest known shareholders. While the filing does not announce any transaction terms or strategic plans, the scale of the stake (worth roughly US$450-500 million at recent prices) signals institutional confidence in Methanex’s methanol market outlook and could foreshadow future collaboration or corporate activity within the global methanol value chain.

Positive

• OCI acquires a 12.9 % economic interest, signaling institutional confidence in Methanex’s business and potentially strengthening the shareholder base.
• Block ownership reduces free-float supply, which can offer near-term support to Methanex’s share price.
• Strategic industry alignment between OCI and Methanex could open the door to collaborations or future corporate actions.

Negative

• Potential overhang risk exists if OCI later decides to divest its sizable position, which could pressure the stock.
• Voting power capped at 9.99 %, limiting any immediate governance influence while still raising questions about longer-term intentions.

Insights

Equity Research Analyst

TL;DR – OCI reveals a 12.9 % passive stake in Methanex, indicating strategic interest and potential industry alignment.

The 9.9 million-share position makes OCI one of Methanex’s largest shareholders, representing c. US$0.5 bn. Although filed on Schedule 13G (passive intent), OCI’s core business—methanol and hydrogen derivatives—closely overlaps Methanex’s. Large cross-industry stakes often precede joint ventures, board representation requests or, in the longer term, control transactions. Even without activism, the holding removes a sizeable free-float block and may support the share price. The voting cap to 9.99 % suggests OCI is complying with TSX rules while still maintaining economic exposure. Overall, the news is incrementally positive for sentiment and may fuel speculation about strategic options.

Corporate Governance Expert

TL;DR – Filing is neutral from a governance perspective; stake is large but expressly passive.

Schedule 13G indicates OCI has no current intent to influence control, and the certification language reinforces that stance. The absence of sole voting rights and the self-imposed 9.99 % voting cap further limit governance impact. Methanex’s existing board and management retain full control. Investors should monitor future filings; a switch to Schedule 13D would mark a material shift. For now, governance risk is low, and the disclosure mainly enhances transparency.

The Securities and Exchange Commission has not necessarily reviewed the information in this filing and has not determined if it is accurate and complete.
The reader should not assume that the information is accurate and complete.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM D

Notice of Exempt Offering of Securities

OMB APPROVAL

OMB Number:			3235-0076
Estimated average burden
hours per response:			4.00

1. Issuer's Identity

CIK (Filer ID Number)

Previous Names

None

Entity Type

0001820302

VPC Impact Acquisition Holdings

X	Corporation
	Limited Partnership
	Limited Liability Company
	General Partnership
	Business Trust
	Other (Specify)

Name of Issuer

Bakkt Holdings, Inc.

Jurisdiction of Incorporation/Organization

DELAWARE

Year of Incorporation/Organization

X	Over Five Years Ago
	Within Last Five Years (Specify Year)
	Yet to Be Formed

2. Principal Place of Business and Contact Information

Name of Issuer
Bakkt Holdings, Inc.
Street Address 1		Street Address 2
10000 Avalon Boulevard		Suite 1000
City	State/Province/Country	ZIP/PostalCode	Phone Number of Issuer
Alpharetta	GEORGIA	30009	(678) 534-5849

3. Related Persons

Last Name	First Name	Middle Name
Naheta	Akshay	Sudhir
Street Address 1	Street Address 2
10000 Avalon Boulevard	Suite 1000
City	State/Province/Country	ZIP/PostalCode
Alpharetta	GEORGIA	30009

Relationship: X Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Main	Andrew	A.
Street Address 1	Street Address 2
10000 Avalon Boulevard	Suite 1000
City	State/Province/Country	ZIP/PostalCode
Alpharetta	GEORGIA	30009

Relationship: X Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Alexander	Karen
Street Address 1	Street Address 2
10000 Avalon Boulevard	Suite 1000
City	State/Province/Country	ZIP/PostalCode
Alpharetta	GEORGIA	30009

Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
D'Annunzio	Marc
Street Address 1	Street Address 2
10000 Avalon Boulevard	Suite 1000
City	State/Province/Country	ZIP/PostalCode
Alpharetta	GEORGIA	30009

Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Baes	Nicholas
Street Address 1	Street Address 2
10000 Avalon Boulevard	Suite 1000
City	State/Province/Country	ZIP/PostalCode
Alpharetta	GEORGIA	30009

Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Collins	Sean	Roberts
Street Address 1	Street Address 2
10000 Avalon Boulevard	Suite 1000
City	State/Province/Country	ZIP/PostalCode
Alpharetta	GEORGIA	30009

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Clifton	David	C.
Street Address 1	Street Address 2
10000 Avalon Boulevard	Suite 1000
City	State/Province/Country	ZIP/PostalCode
Alpharetta	GEORGIA	30009

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Goldberg	Michelle	J.
Street Address 1	Street Address 2
10000 Avalon Boulevard	Suite 1000
City	State/Province/Country	ZIP/PostalCode
Alpharetta	GEORGIA	30009

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Watson	Gordon
Street Address 1	Street Address 2
10000 Avalon Boulevard	Suite 1000
City	State/Province/Country	ZIP/PostalCode
Alpharetta	GEORGIA	30009

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Dow	De'Ana
Street Address 1	Street Address 2
10000 Avalon Boulevard	Suite 1000
City	State/Province/Country	ZIP/PostalCode
Alpharetta	GEORGIA	30009

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Simeone	Jill
Street Address 1	Street Address 2
10000 Avalon Boulevard	Suite 1000
City	State/Province/Country	ZIP/PostalCode
Alpharetta	GEORGIA	30009

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Brown	Colleen	B.
Street Address 1	Street Address 2
10000 Avalon Boulevard	Suite 1000
City	State/Province/Country	ZIP/PostalCode
Alpharetta	GEORGIA	30009

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

4. Industry Group

Agriculture

Banking & Financial Services

Commercial Banking

Insurance

Investing

Investment Banking

Pooled Investment Fund

Is the issuer registered as
an investment company under
the Investment Company
Act of 1940?

Yes No

X

Other Banking & Financial Services

Business Services

Energy

Coal Mining

Electric Utilities

Energy Conservation

Environmental Services

Oil & Gas

Other Energy

	Health Care
	Biotechnology
	Health Insurance
	Hospitals & Physicians
	Pharmaceuticals
	Other Health Care
	Manufacturing
	Real Estate
	Commercial
	Construction
	REITS & Finance
	Residential
	Other Real Estate

Retailing

Restaurants

Technology

Computers

Telecommunications

Other Technology

Travel

Airlines & Airports

Lodging & Conventions

Tourism & Travel Services

Other Travel

Other

5. Issuer Size

Revenue Range		OR	Aggregate Net Asset Value Range
	No Revenues			No Aggregate Net Asset Value
	$1 - $1,000,000			$1 - $5,000,000
	$1,000,001 - $5,000,000			$5,000,001 - $25,000,000
	$5,000,001 - $25,000,000			$25,000,001 - $50,000,000
	$25,000,001 - $100,000,000			$50,000,001 - $100,000,000
X	Over $100,000,000			Over $100,000,000
	Decline to Disclose			Decline to Disclose
	Not Applicable			Not Applicable

6. Federal Exemption(s) and Exclusion(s) Claimed (select all that apply)

		Rule 504(b)(1) (not (i), (ii) or (iii))
		Rule 504 (b)(1)(i)
		Rule 504 (b)(1)(ii)
		Rule 504 (b)(1)(iii)
	X	Rule 506(b)
		Rule 506(c)
		Securities Act Section 4(a)(5)

Investment Company Act Section 3(c)

Section 3(c)(1) Section 3(c)(9)

Section 3(c)(2) Section 3(c)(10)

Section 3(c)(3) Section 3(c)(11)

Section 3(c)(4) Section 3(c)(12)

Section 3(c)(5) Section 3(c)(13)

Section 3(c)(6) Section 3(c)(14)

Section 3(c)(7)

7. Type of Filing

X	New Notice			Date of First Sale	2025-06-18				First Sale Yet to Occur
	Amendment

8. Duration of Offering

Does the Issuer intend this offering to last more than one year? Yes X No

9. Type(s) of Securities Offered (select all that apply)

	Equity		Pooled Investment Fund Interests
X	Debt		Tenant-in-Common Securities
	Option, Warrant or Other Right to Acquire Another Security		Mineral Property Securities
	Security to be Acquired Upon Exercise of Option, Warrant or Other Right to Acquire Security		Other (describe)

10. Business Combination Transaction

Is this offering being made in connection with a business combination transaction, such as a merger, acquisition or exchange offer? Yes X No

Clarification of Response (if Necessary):

11. Minimum Investment

Minimum investment accepted from any outside investor $0 USD

12. Sales Compensation

Recipient	Recipient CRD Number None
Clear Street LLC	288933
(Associated) Broker or Dealer X None	(Associated) Broker or Dealer CRD Number X None
None	None
Street Address 1	Street Address 2
4 World Trade Center	150 Greenwich Street, 45th Floor
City	State/Province/Country	ZIP/Postal Code
New York	NEW YORK	10007
State(s) of Solicitation (select all that apply) Check "All States" or check individual States All States	Foreign/non-US
NEW JERSEY

13. Offering and Sales Amounts

Total Offering Amount	$25,000,000	USD	or Indefinite
Total Amount Sold	$25,000,000	USD
Total Remaining to be Sold	$0	USD	or Indefinite

Clarification of Response (if Necessary):

14. Investors

Select if securities in the offering have been or may be sold to persons who do not qualify as accredited investors, and enter the number of such non-accredited investors who already have invested in the offering.

Regardless of whether securities in the offering have been or may be sold to persons who do not qualify as accredited investors, enter the total number of investors who already have invested in the offering:

1

15. Sales Commissions & Finder's Fees Expenses

Provide separately the amounts of sales commissions and finders fees expenses, if any. If the amount of an expenditure is not known, provide an estimate and check the box next to the amount.

Sales Commissions	$750,000	USD	Estimate
Finders' Fees	$0	USD	Estimate

Clarification of Response (if Necessary):

16. Use of Proceeds

Provide the amount of the gross proceeds of the offering that has been or is proposed to be used for payments to any of the persons required to be named as executive officers, directors or promoters in response to Item 3 above. If the amount is unknown, provide an estimate and check the box next to the amount.

$0

USD

Estimate

Clarification of Response (if Necessary):

Signature and Submission

Please verify the information you have entered and review the Terms of Submission below before signing and clicking SUBMIT below to file this notice.

Terms of Submission

In submitting this notice, each issuer named above is:

• Notifying the SEC and/or each State in which this notice is filed of the offering of securities described and undertaking to furnish them, upon written request, in the accordance with applicable law, the information furnished to offerees.*

• Irrevocably appointing each of the Secretary of the SEC and, the Securities Administrator or other legally designated officer of the State in which the issuer maintains its principal place of business and any State in which this notice is filed, as its agents for service of process, and agreeing that these persons may accept service on its behalf, of any notice, process or pleading, and further agreeing that such service may be made by registered or certified mail, in any Federal or state action, administrative proceeding, or arbitration brought against the issuer in any place subject to the jurisdiction of the United States, if the action, proceeding or arbitration (a) arises out of any activity in connection with the offering of securities that is the subject of this notice, and (b) is founded, directly or indirectly, upon the provisions of: (i) the Securities Act of 1933, the Securities Exchange Act of 1934, the Trust Indenture Act of 1939, the Investment Company Act of 1940, or the Investment Advisers Act of 1940, or any rule or regulation under any of these statutes, or (ii) the laws of the State in which the issuer maintains its principal place of business or any State in which this notice is filed.

• Certifying that, if the issuer is claiming a Regulation D exemption for the offering, the issuer is not disqualified from relying on Rule 504 or Rule 506 for one of the reasons stated in Rule 504(b)(3) or Rule 506(d).

Each Issuer identified above has read this notice, knows the contents to be true, and has duly caused this notice to be signed on its behalf by the undersigned duly authorized person.

For signature, type in the signer's name or other letters or characters adopted or authorized as the signer's signature.

Issuer	Signature	Name of Signer	Title	Date
Bakkt Holdings, Inc.	/s/ Marc D'Annunzio	Marc D'Annunzio	General Counsel	2025-07-02

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.

* This undertaking does not affect any limits Section 102(a) of the National Securities Markets Improvement Act of 1996 ("NSMIA") [Pub. L. No. 104-290, 110 Stat. 3416 (Oct. 11, 1996)] imposes on the ability of States to require information. As a result, if the securities that are the subject of this Form D are "covered securities" for purposes of NSMIA, whether in all instances or due to the nature of the offering that is the subject of this Form D, States cannot routinely require offering materials under this undertaking or otherwise and can require offering materials only to the extent NSMIA permits them to do so under NSMIA's preservation of their anti-fraud authority.

FAQ

How many Methanex (MEOH) shares does OCI now own?

OCI and its subsidiaries report beneficial ownership of 9,944,308 common shares.

What percentage of Methanex’s outstanding stock does the OCI stake represent?

The filing states the stake equals 12.9 % of the 77,339,520 shares outstanding as of June 30 2025.

Does OCI have full voting control over its Methanex shares?

No. OCI reports shared voting power on 7,726,218 shares and has agreed not to vote more than 9.99 % of the total outstanding shares.

Is OCI seeking to take control of Methanex?

The Schedule 13G certification affirms the stake is passive; OCI states it did not acquire the shares to influence control.

When was the ownership threshold that triggered this Schedule 13G crossed?

The event date requiring the filing is June 27 2025.

Could OCI’s investment lead to future strategic actions?

While the filing is passive, the industry overlap means investors should watch for any future Schedule 13D or partnership announcements.