Bakkt Holdings Inc
For the period ended Dec 31, 2023. Filed Mar 25, 2024.
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FY2023 · Filed Mar 25, 2024
BKKT$4.17-10.3%Stored close · as of Nov 10, 2026
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Item 15. Exhibit and Financial Statement Schedules
(a)We have filed the following documents as part of this Annual Report on Form 10-K:
- Financial Statements
See Index under Part II, Item 8 of this Annual Report on Form 10-K.
- Financial Statement Schedules
Schedules not listed above have been omitted because they are not required, because they are not applicable, or because the required information is otherwise included.
- Exhibits
The exhibits listed below are filed as part of this Annual Report on Form 10-K or are incorporated herein by reference, in each case as indicated below.
| Incorporated by Reference | |||||
|---|---|---|---|---|---|
| Exhibit Number · Description · Form · File No. · Exhibit · Filing Date · Filed or Furnished Herewith | |||||
| 2.1 | Agreement and Plan of Merger, dated January 11, 2021, by and among the Company, Merger Sub, and the Company. | 8-K | 001-39544 | 2.1 | January 11, 2021 |
| 2.2 | Amendment to Agreement and Plan of Merger, dated March 30, 2021 by and among the Company, Merger Sub, and the Company. | 8-K | 001-39544 | 2.1 | March 31, 2021 |
| 2.3 | Amendment to Agreement and Plan of Merger, dated September 29, 2021 by and among the Company, Merger Sub, and the Company. | 8-K | 001-39544 | 2.1 | September 30, 2021 |
| 2.4 | Membership Interest Purchase Agreement, dated as of November 2, 2022, by and among the Company, Bakkt Marketplace, Seller and Target. | 8-K | 001-39544 | 2.1 | November 3, 2022 |
| 2.5 | Amendment No. 1 To Membership Interest Purchase Agreement, dated as of March 30, 2023, by and among the Company, Bakkt Marketplace, Apex Fintech Solutions Inc. and Apex Crypto, LLC. | 8-K | 001-39544 | 2.2 | April 3, 2023 |
| 3.1 | Certificate of Incorporation of the Company, as currently in effect. | 8-K | 001-39544 | 3.1 | October 21, 2021 |
| 3.2 | By-Laws of the Company, as currently in effect. | 8-K | 001-39544 | 3.2 | October 21, 2021 |
| 4.1 | Specimen Class A Common Stock Certificate of the Company. | 8-K | 001-39544 | 4.1 | October 21, 2021 |
| 4.2 | Specimen Warrant Certificate of the Company. | 8-K | 001-39544 | 4.2 | October 21, 2021 |
| 4.3 | Warrant Agreement, dated September 22, 2020, by and between the Company and Continental Stock Transfer & Trust Company, as warrant agent. | 8-K | 001-39544 | 4.1 | September 28, 2020 |
| 4.4 | First Amendment to Warrant Agreement, dated March 9, 2022, by and among Bakkt Holdings, Inc, American Stock Transfer & Trust Company, LLC and Continental Stock Transfer & Trust Company. | 10-K | 001-39544 | 4.4 | March 31, 2022 |
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| Incorporated by Reference | ||||||
|---|---|---|---|---|---|---|
| Exhibit Number | Description | Form | File No. | Exhibit | Filing Date | Filed or Furnished Herewith |
| 4.5 | Third Amended and Restated Limited Liability Company Agreement, dated October 15, 2021, by and among Opco and the Opco Equity Holders. | 8-K | 001-39544 | 4.3 | October 21, 2021 | |
| 4.6 | Stockholders’ Agreement, dated as of November 2, 2022, by and between the Company and Seller. | 8-K | 001-39544 | 4.1 | November 3, 2022 | |
| 4.7 | Amendment Agreement by and between Bakkt Holdings, Inc., Apex Fintech Solutions Inc. and PEAK6 Investments LLC | 10-Q | 001-39544 | 4.2 | August 10, 2023 | |
| 4.8 | Description of Securities. | 10-K | 001-39544 | 4.6 | March 31, 2022 | |
| 10.1 | Letter Agreement, dated September 22, 2020 (the “Insider Letter”), by and among the Company, its executive officers, its directors and the Sponsor. | 8-K | 001-39544 | 10.1 | September 28, 2020 | |
| 10.2 | Amendment to Insider Letter, dated January 11, 2021, by and among the Company, its executive officers, its directors, the Sponsor and Opco. | 8-K | 001-39544 | 10.3 | January 11, 2021 | |
| 10.3 | Digital Currency Trading, Clearing, and Warehouse Services Agreement, dated August 29, 2019, by and among IFUS, ICUS and Bakkt Trust, including amendments thereto. | 8-K | 001-39544 | 10.10 | October 21, 2021 | |
| 10.4 | Cooperation Agreement, dated October 15, 2021, between the Company and ICE. | 8-K | 001-39544 | 10.6 | October 21, 2021 | |
| 10.5 | Registration Rights Agreement, dated October 15, 2021, by and among the Company, the Opco Equity Holders and the Sponsor. | 8-K | 001-39544 | 10.1 | October 21, 2021 | |
| 10.6 | Stockholders Agreement of the Company, dated October 15, 2021, by and among the Company, the Opco Equity Holders and the Sponsor. | 8-K | 001-39544 | 10.2 | October 21, 2021 | |
| 10.7 | Voting Agreement, dated October 15, 2021, by and between the Company and ICE. | 8-K | 001-39544 | 10.3 | October 21, 2021 | |
| 10.8 | Amended and Restated Exchange Agreement dated May 3, 2022 by and between Bakkt Holdings, Inc. and the other parties named therein. | 8-K | 001-39544 | 10.1 | May 4, 2022 | |
| 10.9 | Tax Receivable Agreement, dated October 15, 2021, by and among the Company and the other parties thereto. | 8-K | 001-39544 | 10.5 | October 21, 2021 | |
| 10.10+ | 2021 Omnibus Incentive Plan. | 8-K | 001-39544 | 10.9 | October 21, 2021 | |
| 10.11+ | Amendment No.1 to Bakkt Holdings, Inc. 2021 Omnibus Incentive Plan | X | ||||
| 10.12+ | Form of Director Restricted Stock Unit Agreement under the Bakkt Holdings, Inc. 2021 Omnibus Incentive Plan. | 10-K | 001-39544 | 10.11 | March 31, 2022 | |
| 10.13+ | Form of Executive Officer Restricted Stock Unit Agreement under the Bakkt Holdings, Inc. 2021 Omnibus Incentive Plan. | 10-K | 001-39544 | 10.12 | March 31, 2022 | |
| 10.14+ | Form of Performance Unit Agreement under the Bakkt Holdings, Inc. 2021 Omnibus Incentive Plan. | 10-Q | 001-39544 | 10.1 | May 11, 2023 | |
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| Incorporated by Reference | ||||||
|---|---|---|---|---|---|---|
| Exhibit Number | Description | Form | File No. | Exhibit | Filing Date | Filed or Furnished Herewith |
| 10.15* | Form of Director and Executive Officer Indemnification Agreement. | 8-K | 001-39544 | 10.7 | October 21, 2021 | |
| 10.16+ | Transition Services Agreement, dated as of November 10, 2021, by and between Opco and ICE. | 8-K | 001-39544 | 10.1 | November 12, 2021 | |
| 10.17+ | Employment Agreement, dated January 9, 2021, by and among Gavin Michael, Opco, and the Company. | 8-K | 001-39544 | 10.12 | October 21, 2021 | |
| 10.18+ | Release Agreement, dated March 18, 2024, by and between Bakkt Holdings, Inc. and Gavin Michael | 8-K | 001-39544 | 10.2* | March 19, 2024 | |
| 10.19+ | Employment Agreement, dated March 18, 2024, by and between Bakkt Holdings, Inc. and Andrew Main | 8-K | 001-39544 | 10.1 | March 19, 2024 | |
| 10.20+ | Employment Agreement, dated August 10, 2021, by and among Marc D’Annunzio, Opco, and the Company. | 10-K | 001-39544 | 10.18 | March 31, 2022 | |
| 10.21 | Amendment No. 4 to Digital Currency Trading, Clearing, and Warehouse Services Agreement, dated as of July 21, 2022, by and among ICE Futures U.S., Inc., ICE Clear US, Inc. and Bakkt Trust Company LLC. | 8-K | 001-39544 | 10.1 | July 25, 2022 | |
| 10.22 | Form of Restricted Stock Unit Award Agreement | 8-K | 001-39544 | 10.1 | September 12, 2022 | |
| 10.23 | Form of Performance-Based Restricted Stock Unit Award Agreement | 8-K | 001-39544 | 10.2 | September 12, 2022 | |
| 10.24 | Bakkt Holdings, Inc. Outside Director Compensation Program | 10-Q | 001-39544 | 10.2 | August 11, 2022 | |
| 10.25 | Employment Agreement, dated October 12, 2022, by and between Karen Alexander and the Company | 8-K | 001-39544 | 10.1 | October 13, 2022 | |
| 10.26 | Registration Rights Agreement, dated as of April 1, 2023, by and between Bakkt Holdings, Inc. and Apex Fintech Solutions Inc. | 8-K | 001-39544 | 4.1 | April 3, 2023 | |
| 21.1 | List of subsidiaries of the registrant. | X | ||||
| 23.1 | Consent of Ernst & Young LLP, independent registered public accounting firm of the Company. | X | ||||
| 24.1 | Powers of Attorney (included on the signature page of this Annual Report on Form 10-K). | X | ||||
| 31.1 | Certification of the Chief Executive Officer pursuant to Exchange Act Rule 13a-14 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | X | ||||
| 31.2 | Certification of the Chief Financial Officer pursuant to Exchange Act Rule 13a-14 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | X | ||||
| 32.1† | Certification of the Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | X | ||||
| 32.2† | Certification of the Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | X | ||||
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| Incorporated by Reference | ||||||
| Exhibit Number | Description | Form | File No. | Exhibit | Filing Date | Filed or Furnished Herewith |
| 97 | Clawback Policy | X | ||||
| 101.INS | XBRL Instance Document. | |||||
| 101.SCH | XBRL Taxonomy Extension Schema Document. | |||||
| 101.CAL | XBRL Taxonomy Extension Calculation Linkbase Document. | |||||
| 101.DEF | XBRL Taxonomy Extension Definition Linkbase Document. | |||||
| 101.LAB | XBRL Taxonomy Extension Label Linkbase Document. | |||||
| 101.PRE | XBRL Taxonomy Extension Presentation Linkbase Document. | |||||
| 104 | Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101). | |||||
*Schedules and exhibits to this agreement have been omitted pursuant to Item 601(b)(2) of Regulation S-K. A copy of any omitted schedule and/or exhibit will be furnished to the SEC upon request.
- Indicates a management contract or compensatory plan or arrangement.
†The certifications attached as Exhibit 32.1 and 32.2 that accompany this Annual Report on Form 10-K are furnished, not filed, with the Securities and Exchange Commission and are not to be incorporated by reference into any filing of the Registrant under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date of this Annual Report on Form 10-K, irrespective of any general incorporation language contained in such filing.
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