| Item 1. | Security and Issuer |
| (a) | Title of Class of Securities:
Class A Common Stock |
| (b) | Name of Issuer:
Bakkt Holdings, Inc. |
| (c) | Address of Issuer's Principal Executive Offices:
5900 Windward Parkway, Suite 450, Alpharetta,
GEORGIA
, 30005. |
Item 1 Comment:
This Amendment No. 8 (this "Amendment") is being jointly filed on behalf of: (a) Intercontinental Exchange, Inc., a Delaware corporation ("ICE"), and (b) Intercontinental Exchange Holdings, Inc., a Delaware corporation ("ICEH", and together with ICE, the "Reporting Persons" and each a "Reporting Person"), and amends the Statement on Schedule 13D filed by the Reporting Persons on October 21, 2021 ("Initial Schedule 13D"), as previously amended by (i) Amendment No. 1 to the Initial Schedule 13D filed by the Reporting Persons on May 5, 2022 ("Amendment No. 1"), (ii) Amendment No. 2 to the Initial Schedule 13D filed by the Reporting Persons on April 28, 2023 ("Amendment No. 2"), (iii) Amendment No. 3 to the Initial Schedule 13D filed by the Reporting Persons on March 4, 2024 ("Amendment No. 3"), (iv) Amendment No. 4 to the Initial Schedule 13D filed by the Reporting Persons on April 29, 2024 ("Amendment No. 4"), (v) Amendment No. 5 to the Initial Schedule 13D filed by the Reporting Persons on July 9, 2024 ("Amendment No. 5"), (vi) Amendment No. 6 to the Initial Schedule 13D filed by the Reporting Persons on July 1 and 2, 2025 ("Amendment No. 6") and (vii) Amendment No. 7 to the Initial Schedule 13D filed by the Reporting Persons on July 17, 2025 ("Amendment No. 7", and the Initial Schedule 13D as so amended, the "Amended Schedule 13D"), which relates to the shares of Class A common stock, par value $0.0001 per share ("Class A Common Stock"), of Bakkt Holdings, Inc., a Delaware corporation (the "Issuer"). Information given in response to each item of this Amendment shall be deemed incorporated by reference in all other items, as applicable.
Each common unit of Bakkt Opco Holdings, LLC, a Delaware limited liability company ("Bakkt Opco") (a "Bakkt Opco Common Unit", and together with one share of Class V Common Stock, par value $0.0001 per share (the "Class V Common Stock"), of the Issuer, a "Paired Interest") is exchangeable (along with the cancelation of a corresponding number of paired shares of Class V Common Stock) for one share of Class A Common Stock pursuant to the A&R Exchange Agreement (as defined in Item 6 of the Amended Schedule 13D, subject to adjustment as set forth in the A&R Exchange Agreement). The Class A Common Stock and the Class V Common Stock are collectively referred to herein as the "Common Stock". Capitalized terms used and not otherwise defined in this Amendment have the same meanings ascribed to them in the Amended Schedule 13D. |
| Item 4. | Purpose of Transaction |
| | Item 4 of the Amended Schedule 13D is hereby supplemented and amended to add the information contained in Item 6 of this Amendment, which is incorporated herein by reference. |
| Item 5. | Interest in Securities of the Issuer |
| (a) | The percentage of beneficial ownership in this Amendment is based on: (i) with respect to the total amount of securities issued and outstanding, an aggregate of 14,373,519 shares of Class A Common Stock and 7,177,076 shares of Class V Common Stock outstanding as of July 30, 2025, as reported in the Issuer's Prospectus Supplement filed with the Securities and Exchange Commission ("SEC") pursuant to Rule 424(b)(5) on July 30, 2025 (after giving effect to the July 2025 Offering (as defined in Item 6 of this Amendment)), as adjusted pursuant to Rule 13d-3(d)(1)(i) under the Exchange Act to include the 461,360 shares of Class A Common Stock (the "Warrant Shares") underlying the Acquired Warrants (as defined in Item 6 of the Amended Schedule 13D), and (ii) with respect to the securities beneficially owned by the Reporting Persons, 649,934 shares of Class A Common Stock, the 461,360 Warrant Shares and 6,803,178 shares of Class A Common Stock underlying the Paired Interests (consisting of 6,803,178 Bakkt Opco Common Units and 6,803,178 shares of Class V Common Stock) beneficially owned by the Reporting Persons as of the date hereof.
The aggregate number and percentage of shares of Class A Common Stock and Class V Common Stock beneficially owned by the Reporting Persons, the number of shares as to which there is sole power to vote or to direct the vote, shared power to vote or to direct the vote, sole power to dispose or to direct the disposition, or shared power to dispose or to direct the disposition, are set forth on rows 7 through 11 and row 13 of the cover pages of this Amendment and are incorporated herein by reference.
Pursuant to the terms of the A&R Exchange Agreement (as defined in Item 6 of Amendment No. 1), Bakkt Opco Common Units, when coupled with an equivalent number of shares of Class V Common Stock, may be exchanged at the discretion of the holder for shares of Class A Common Stock on a one-for-one basis (subject to adjustment as set forth in the A&R Exchange Agreement), or, at the option of the Issuer, cash, subject to the following exceptions: (i) no holder of Bakkt Opco Common Units may exchange less than 1,000 Bakkt Opco Common Units in any single exchange unless exchanging all of their Bakkt Opco Common Units; and (ii) such exchange can only occur (a) upon a Permitted Exchange Event (as defined in the A&R Exchange Agreement) or (b) on (1) the last trading day of the second week of the first month of each quarter, (2) the last trading day of the first month of each quarter, (3) the third full trading day occurring after the Issuer publicly announces its results for a quarter and (4) the last trading day of the second month of each quarter.
The Warrant Shares will not have voting power unless, and to the extent, ICEH exercises its right to acquire Warrant Shares in accordance with the terms of the Acquired Warrants and such shares become issued and outstanding.
To the best knowledge of the Reporting Persons, the following persons beneficially own or may be deemed to beneficially own the shares of Class A Common Stock, Class V Common Stock and Bakkt Opco Common Units set forth below:
o Hon. Sharon Y. Bowen, Director, ICE, beneficially owns 20,118 shares of Class A Common Stock, 926 shares of Class V Common Stock and 926 Bakkt Opco Common Units.
o Thomas E. Noonan, Director, ICE, beneficially owns 529 shares of Class V Common Stock and 529 Bakkt Opco Common Units.
o Jeffrey C. Sprecher, Director (Chairman) and Chief Executive Officer, ICE, may be deemed to beneficially own 146,366 shares of Class V Common Stock and 146,366 Bakkt Opco Common Units, which shares and units are beneficially owned by his spouse through her holdings of vested incentive units in Bakkt Management. Mr. Sprecher disclaims beneficial ownership of the shares and units held indirectly by his spouse.
The Reporting Persons specifically disclaim beneficial ownership over such shares and units held by the persons listed above. Except for the shares of Class A Common Stock beneficially owned by Ms. Bowen, the beneficial ownership information set forth above is with respect to shares of Class V Common Stock and Bakkt Opco Common Units indirectly acquired by Ms. Bowen, Mr. Noonan, and Mr. Sprecher's spouse in connection with the Closing in respect of incentive units held by such individuals under the Bakkt equity incentive plan in effect prior to the Closing and held directly by Bakkt Management LLC ("Bakkt Management"). |
| (b) | Item 5(a) of this Statement is incorporated herein by reference.
Pursuant to the Share Increase Voting Support Agreement (as defined in Item 6 of Amendment No. 7), ICEH agreed to vote all of the shares of Common Stock owned by ICEH in favor of the Share Increase Amendment (as defined in Item 6 of Amendment No. 7), subject to the limitations of the Voting Agreement in respect of Excess Shares. |
| (c) | This Amendment is being filed to report the entry by ICEH into the Lock-Up Agreement (as defined in Item 6 of this Amendment), the termination of the Voting Agreement (as described in Item 6 of the Initial Schedule 13D) and to update the aggregate percentage of the Common Stock owned by the Reporting Persons due to dilution caused by the Issuer's issuance of additional shares of its Class A Common Stock since the date of the filing of Amendment No. 7, and not in connection with any acquisition or disposition of any shares of Common Stock by the Reporting Persons. The Reporting Persons have not effected any transactions in Class A Common Stock or Class V Common Stock during the past 60 days. |
| (d) | To the best knowledge of the Reporting Persons, no one other than the Reporting Persons has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the securities reported herein. |
| (e) | Not applicable. |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer |
| | Item 6 of the Amended Schedule 13D is hereby further supplemented and amended to add the following information:
Lock-Up Agreement
On July 28, 2025, in connection with a public offering by the Issuer of shares of Class A Common Stock and/or pre-funded warrants to purchase shares of Class A Common Stock (the "July 2025 Offering"), ICEH entered into a lock-up letter agreement (the "Lock-Up Agreement") pursuant to which ICEH agreed, during the 90-day period commencing on such date, subject to certain exceptions set forth in the Lock-Up Agreement, not to (i) offer for sale, sell, assign, transfer, pledge, contract to sell, lend or otherwise dispose of any shares of Class A Common Stock or securities convertible into or exercisable or exchangeable for shares of Class A Common Stock ("Related Securities"), (ii) enter into any swap, hedge or similar agreement or arrangement that transfers, is designed to transfer or reasonably could be expected to transfer any of the economic benefits or risks of ownership of shares of Class A Common Stock or any Related Securities, (iii) make any demand for or exercise any right or cause to be confidentially submitted or filed a registration statement with respect to the registration of any shares of Class A Common Stock or Related Securities or (iv) publicly disclose the intention to do any of the foregoing.
The foregoing description of the Lock-up Agreement is qualified in its entirety by reference to the full text of the Lock-Up Agreement, which is filed as Exhibit 99.23 and is incorporated herein by reference.
Termination of Voting Agreement
After consummation of the July 2025 Offering, the voting power represented by the shares of Common Stock beneficially owned by ICEH and its affiliates has fallen below 50% and, as a result, the Voting Agreement has terminated in accordance with its terms (as described in Item 6 of the Initial Schedule 13D). |
| Item 7. | Material to be Filed as Exhibits. |
| | Exhibit 99.1* Joint Filing Agreement, dated as of October 21, 2021, by and among the Reporting Persons (incorporated by reference to Exhibit 99.1 to the Schedule 13D filed by the Reporting Persons with the SEC on October 21, 2021). https://www.sec.gov/Archives/edgar/data/1571949/000119312521304172/d367825dex991.htm
Exhibit 99.2 Agreement and Plan of Merger (incorporated by reference to Exhibit 2.1 to the Issuer's Current Report on Form 8-K filed on January 11, 2021). https://www.sec.gov/Archives/edgar/data/1820302/000119312521005832/d913171dex21.htm
Exhibit 99.3 Amendment to Agreement and Plan of Merger (incorporated by reference to Exhibit 2.1 to the Issuer's Current Report on Form 8-K filed on March 31, 2021). https://www.sec.gov/Archives/edgar/data/1820302/000119312521101249/d107545dex21.htm
Exhibit 99.4 Amendment to Agreement and Plan of Merger (incorporated by reference to Exhibit 2.1 to the Issuer's Current Report on Form 8-K filed on September 30, 2021). https://www.sec.gov/Archives/edgar/data/1820302/000119312521286927/d204551dex21.htm
Exhibit 99.5 Certificate of Incorporation of the Issuer (incorporated by reference to Exhibit 3.1 to the Issuer's Current Report on Form 8-K filed on October 21, 2021). https://www.sec.gov/Archives/edgar/data/1820302/000119312521303985/d219325dex31.htm
Exhibit 99.6 Exchange Agreement (incorporated by reference to Exhibit 10.4 to the Issuer's Current Report on Form 8-K filed on October 21, 2021). https://www.sec.gov/Archives/edgar/data/1820302/000119312521303985/d219325dex104.htm
Exhibit 99.7 Amended and Restated Limited Liability Company Agreement (incorporated by reference to Exhibit 4.3 to the Issuer's Current Report on Form 8-K filed on October 21, 2021). https://www.sec.gov/Archives/edgar/data/1820302/000119312521303985/d219325dex43.htm
Exhibit 99.8 Voting Agreement (incorporated by reference to Exhibit 10.3 to the Issuer's Current Report on Form 8-K filed on October 21, 2021). https://www.sec.gov/Archives/edgar/data/1820302/000119312521303985/d219325dex103.htm
Exhibit 99.9 Stockholders Agreement (incorporated by reference to Exhibit 10.2 to the Issuer's Current Report on Form 8-K filed on October 21, 2021). https://www.sec.gov/Archives/edgar/data/1820302/000119312521303985/d219325dex102.htm
Exhibit 99.10 Registration Rights Agreement (incorporated by reference to Exhibit 10.1 to the Issuer's Current Report on Form 8-K filed on October 21, 2021). https://www.sec.gov/Archives/edgar/data/1820302/000119312521303985/d219325dex101.htm
Exhibit 99.11 Tax Receivable Agreement (incorporated by reference to Exhibit 10.5 to the Issuer's Current Report on Form 8-K filed on October 21, 2021). https://www.sec.gov/Archives/edgar/data/1820302/000119312521303985/d219325dex105.htm
Exhibit 99.12* Amended and Restated Subscription Agreement (incorporated by reference to Exhibit 99.12 to the Schedule 13D filed by the Reporting Persons with the SEC on October 21, 2021). https://www.sec.gov/Archives/edgar/data/1571949/000119312521304172/d367825dex9912.htm
Exhibit 99.13 Cooperation Agreement (incorporated by reference to Exhibit 10.6 to the Issuer's Current Report on Form 8-K filed on October 21, 2021). https://www.sec.gov/Archives/edgar/data/1820302/000119312521303985/d219325dex106.htm
Exhibit 99.14 Amended and Restated Exchange Agreement (incorporated by reference to Exhibit 10.1 to the Issuer's Current Report on Form 8-K filed on May 4, 2022). https://www.sec.gov/Archives/edgar/data/1820302/000182030222000015/a101amendedandrestatedexch.htm
Exhibit 99.15* Securities Purchase Agreement (incorporated by reference to Exhibit 99.15 to the Schedule 13D/A filed by the Reporting Persons with the SEC on March 4, 2024). https://www.sec.gov/Archives/edgar/data/1571949/000094787124000253/ss3098627_ex9915.htm
Exhibit 99.16* Voting Support Agreement (incorporated by reference to Exhibit 99.16 to the Schedule 13D/A filed by the Reporting Persons with the SEC on March 4, 2024). https://www.sec.gov/Archives/edgar/data/1571949/000094787124000253/ss3098627_ex9916.htm
Exhibit 99.17* Class 1 Warrant issued by the Issuer on March 4, 2024 (incorporated by reference to Exhibit 99.17 to the Schedule 13D/A filed by the Reporting Persons with the SEC on March 4, 2024). https://www.sec.gov/Archives/edgar/data/1571949/000094787124000253/ss3098627_ex9917.htm
Exhibit 99.18* Class 2 Warrant issued by the Issuer on March 4, 2024 (incorporated by reference to Exhibit 99.18 to the Schedule 13D/A filed by the Reporting Persons with the SEC on March 4, 2024). https://www.sec.gov/Archives/edgar/data/1571949/000094787124000253/ss3098627_ex9918.htm
Exhibit 99.19* Class 1 Warrant issued by the Issuer on April 25, 2024 (incorporated by reference to Exhibit 99.19 to the Schedule 13D/A filed by the Reporting Persons with the SEC on April 29, 2024). https://www.sec.gov/Archives/edgar/data/1820302/000094787124000420/ss3319225_ex9919.htm
Exhibit 99.20* Class 2 Warrant issued by the Issuer on April 25, 2024 (incorporated by reference to Exhibit 99.20 to the Schedule 13D/A filed by the Reporting Persons with the SEC on April 29, 2024). https://www.sec.gov/Archives/edgar/data/1820302/000094787124000420/ss3319225_ex9920.htm
Exhibit 99.21 First Amendment to the Third Amended and Restated Limited Liability Company Agreement (incorporated by reference to Exhibit 4.1 to the Issuer's Current Report on Form 8-K filed on April 29, 2024). https://www.sec.gov/Archives/edgar/data/1820302/000182030224000080/ex41firstamendmentto3rdame.htm
Exhibit 99.22* Share Increase Voting Support Agreement (incorporated by reference to Exhibit 99.22 to the Schedule 13D/A filed by the Reporting Persons with the SEC on July 17, 2025).
https://www.sec.gov/Archives/edgar/data/1571949/000094787125000670/ss5091566_ex9922.htm
Exhibit 99.23 Lock-Up Agreement
* Previously filed |
