Bakkt Holdings Inc

In addition to the information set forth in this Report, you should carefully consider the risk factors and other cautionary statements described under the heading “Item 1A. Risk Factors” included in our Form 10-K, which could materially affect our businesses, financial condition, or future results. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition, or future results. There have been no material changes in our risk factors from those described in our Form 10-K other than as set forth below.

We may not realize the expected benefits under the Cooperation Agreement, including failing to enter into a commercial agreement with DTR or successfully integrating our platform with DTR’s technology, and may be unable to successfully negotiate the terms to acquire DTR, either of which could adversely affect our business, financial condition and results of operations.

On March 19, 2025, we entered into the Cooperation Agreement , pursuant to which, among other things, DTR agreed to provide us with, subject to the negotiation and execution of a definitive commercial agreement, certain exclusive payment processing technology, application programming interfaces, and infrastructure to be integrated into our platform for the enablement of global payments processing services in the jurisdictions where we or our affiliates operate. While we expect to enter into a definitive commercial agreement with DTR in the second quarter of 2025 and integrate our platform with DTR’s technology to establish mutually beneficial stablecoin-based payment services which we expect to launch during the third quarter of 2025, we may be unsuccessful in reaching an agreement regarding a commercial relationship with DTR on terms favorable to us, if at all, and, even if we do reach a commercial agreement, we may be unsuccessful in integrating our platform with DTR’s technology, such integration may take substantially longer than we expect, we may be unsuccessful in obtaining the necessary regulatory approvals, and client and user interest in the expanded platform and potential new offerings thereunder may be less than expected. Such risks may be compounded by Akshay Nehata, who directly or indirectly, wholly owns DTR, serving as our Co-Chief Executive Officer and on the Board.

Additionally, under the Cooperation Agreement, we will negotiate with DTR to establish the terms of the Call Option and the Put Option. While we intend to negotiate such matters in accordance with the terms of the Cooperation Agreement, we may be unsuccessful in such efforts, which may cause us or DTR to seek to modify or terminate the other commercial agreements under the Cooperation Agreement, any of which may be adverse to our prospects, financial condition or results of operations. Further, if we establish the terms of the Put Option, DTR will have the ability to force us to acquire DTR for up to 31.5% of our common stock plus certain convertible or exchangeable securities, which may be highly dilutive to our existing stockholders.

Moreover, if we establish terms of the Call Option and the Put Option, and we acquire DTR or DTR exercises its right for us to acquire DTR, we may not realize the expected benefits of such acquisition. For additional information regarding the risks related to potential acquisitions, see “Item 1A.—Risk Factors—Risks Related to Our Business, Finances and Operations— Acquisitions, strategic investments, partnerships, or alliances may be difficult to identify. We may not realize the anticipated benefits of past or future investments, strategic transactions or acquisitions and integration of these acquisitions may pose integration challenges, divert the attention of management, disrupt our business, dilute stockholder value or otherwise adversely affect our business, financial condition and results of operations” in our Form 10-K.