Bakkt Holdings Inc

DEF 14A 1 bakkt-definitiveproxyrever.htm DEF 14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE

SECURITIES EXCHANGE ACT OF 1934

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

☐ Preliminary Proxy Statement

☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒ Definitive Proxy Statement

☐ Definitive Additional Materials

☐ Soliciting Material under §240.14a-12

BAKKT HOLDINGS, INC.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

☒ No fee required.

☐ Fee paid previously with preliminary materials

☐ Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

Dear Fellow Stockholders:

You are cordially invited to attend a special meeting (together with any adjournment, postponement or other delay thereof, the “Special Meeting”) of the stockholders of Bakkt Holdings, Inc. (the “Company,” “Bakkt,” or “we”), which will be held virtually via live webcast at 1:00 Eastern Time on April 23, 2024, at www.virtualshareholdermeeting.com/BKKT2024SM.

The Notice of Special Meeting and proxy statement accompanying this letter provide an outline of the business to be conducted at the meeting.

The principal catalysts for calling this Special Meeting are (1) the recently completed concurrent registered direct offerings, which requires stockholder approval for the issuance of the shares of Class A Common Stock, par value $0.0001 per share (the “Class A Common Stock”), that remain unissued following the initial closing and Class A Common Stock underlying the related warrants that exceed the limitations of the Listed Company Manual of the New York Stock Exchange (the “NYSE”), as well as the issuance of the shares of Class A Common Stock underlying the alternative cashless exercise provision of the Class 2 Warrants issued in such offerings, each pursuant to the terms of the agreements thereunder and the listing rules of the NYSE, and (2) our receipt of a notice from the NYSE that we were not in compliance with the requirements of its listing rules for which we are seeking stockholder approval to effect a reverse stock split to regain compliance with the listing rules of the NYSE.

Your vote is very important regardless of the number of shares of Common Stock that you own. Whether or not you expect to attend the Special Meeting, please vote your shares by internet, by telephone, or by signing, dating and returning the accompanying proxy card in the enclosed postage-paid envelope so that your shares may be represented at the Special Meeting. Returning your proxy card or voting electronically does not deprive you of your right to attend the Special Meeting and to vote your shares at the Special Meeting.

Thank you for your cooperation and continued support.

Sincerely,

/s/ Sean Collins________________

Sean Collins

Chairman of the Board of Directors

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS

To be held on April 23, 2024

To the Stockholders of Bakkt Holdings, Inc.:

NOTICE IS HEREBY GIVEN that a special meeting (together with any adjournment, postponement or other delay thereof, the “Special Meeting”) of the stockholders of Bakkt Holdings, Inc., a Delaware corporation (the “Company,” “Bakkt,” “we,” “us” or “our”), will be held virtually via live webcast at 1:00 p.m. Eastern Time on April 23, 2024, at www.virtualshareholdermeeting.com/BKKT2024SM for the following purposes:

•Approval of NYSE Issuance Proposal. To consider and vote upon a proposal to approve, for purposes of complying with Section 312.03 of the New York Stock Exchange (the “NYSE”) Listed Company Manual (the “NYSE Manual”), the Company’s (1) issuance and sale of up to 8,772,016 shares of Class A Common Stock, par value $0.0001 per share (the “Class A Common Stock”), Class 1 Warrants (“Class 1 Warrants”) to purchase up to 4,386,008 shares of Class A Common Stock and Class 2 Warrants (“Class 2 Warrants”) to purchase up to 4,386,008 shares of Class A Common Stock to Intercontinental Exchange Holdings, Inc. (“ICE”) in a subsequent closing pursuant to the securities purchase agreement, dated as of February 29, 2024, by and between the Company and ICE, and (2) the issuance of up to 14,417,531 shares of Class A Common Stock issuable upon exercise of the alternative cashless exercise provision of the Class 2 Warrants in the concurrent registered direct offerings (such shares, the “Alternative Cashless Exercise Warrants Shares”) (such proposal, the “NYSE Issuance Proposal”); and

•Approval of Reverse Stock Split and Related Matters Proposal. To consider and vote upon a proposal to effect a reverse stock split of our outstanding Class A Common Stock and Class V Common Stock, par value $0.0001 per share (the "Class V Common Stock", and together with the Class A Common Stock, the "Common Stock") at a ratio equal to 1-for-25 (the "Reverse Stock Split") and, contemporaneously with the Reverse Stock Split, a reduction in the number of authorized shares of Common Stock by a ratio corresponding to that effected in the Reverse Stock Split (such proposal, the "Reverse Stock Split and Related Matters Proposal").

The Company’s Board of Directors (the “Board”) unanimously recommends that the stockholders vote “FOR” each of the NYSE Issuance Proposal and the Reverse Stock Split and Related Matters Proposal.

The Board has fixed the close of business on March 21, 2024 as the record date for determining stockholders entitled to notice of and to vote at the Special Meeting. Therefore, each outstanding share of Common Stock entitles the holder of record of such share at the close of business on March 21, 2024 to receive notice of, and to vote at, the Special Meeting.

The accompanying proxy is solicited by the Board and the accompanying proxy statement provides a detailed description of the NYSE Issuance Proposal and the Reverse Stock Split and Related Matters Proposal. We urge you to read the accompanying proxy statement, including any annexes.

All stockholders as of the record date, or their duly appointed proxies, may virtually attend the Special Meeting.

Enclosed are our proxy statement and a proxy card. Your vote is very important. Whether or not you expect to attend the Special Meeting, we urge you to vote your shares by internet, telephone, or by signing, dating and returning the proxy card included in these materials as promptly as possible to ensure your representation at the Special Meeting. If you choose to attend the Special Meeting, you may still vote your shares virtually at the Special Meeting, even if you have previously voted or returned your proxy by any of the methods described in our proxy statement. If your shares are held in street name in a bank or brokerage account, please refer to the materials provided by your bank, broker or other nominee for voting instructions.

By Order of the Board of Directors,

/s/ Andrew Main_______________

Andrew Main

President & CEO of Bakkt

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