Bakkt Holdings Inc

The proposed Certificate of Amendment to the Certificate of Incorporation reflecting the foregoing amendment to our Certificate of Incorporation is attached as Annex C to this proxy statement.

Accordingly, we ask our stockholders to vote on the following resolution:

“RESOLVED, that the Company’s stockholders approve an amendment to the Company’s Certificate of Incorporation replacing the first sentence of Article IV, Section 4.1 with the following language:

“The total number of shares of all classes of capital stock that the Corporation is authorized to issue is 71,000,000 shares, consisting of (i) 1,000,000 shares of preferred stock, par value $0.0001 per share (“Preferred Stock”), and (ii)70,000,000 shares of common stock, par value $0.0001 per share (the “Common Stock”), which consists of (A)60,000,000 shares of Class A common stock (“Class A Common Stock”) and (B) 10,000,000 shares of Class V common stock (“Class V Common Stock”).”

The amendment of our Certificate of Incorporation to reflect the Share Increase Amendment requires the affirmative vote of the holders of a majority of the voting power of the outstanding shares of our capital stock entitled to vote thereon as of the record date for the 2025 Annual Meeting (April 14, 2025). Under the rules of the NYSE, brokers are prohibited from giving proxies to vote on amendments to our Certificate of Incorporation unless the beneficial owner of such shares has given voting instructions on the matter. This means that if your broker is the record holder of your shares, you must give voting instructions to your broker with respect to this Proposal No. 4 if you want your broker to vote your shares on the matter. Abstentions will be counted for purposes of determining the presence or absence of a quorum and will be considered as being present for the vote on this Proposal No. 4 but will not be counted as a vote cast “FOR” this Proposal No. 4 and will, therefore, have the effect of a vote “AGAINST” this Proposal No. 4. Because this is a routine proposal, we do not expect any broker non-votes on this Proposal No. 4.

OUR BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE APPROVAL OF THE AMENDMENT OF OUR CERTIFICATE OF INCORPORATION TO INCREASE

Alpharetta, GA | New York, NY | Belfast, United Kingdom www.bakkt.com 51

THE NUMBER OF AUTHORIZED SHARES OF OUR CLASS A COMMON STOCK FROM 30,000,000 SHARES TO 60,000,000 SHARES.

Alpharetta, GA | New York, NY | Belfast, United Kingdom www.bakkt.com 52