Bakkt Holdings Inc

On February 29, 2024, the Company entered into the Third-Party Purchase Agreement with the Third-Party Purchasers. The Third-Party Closing occurred on March 4, 2024. At the Third-Party Closing, pursuant to the Third-Party Purchase Agreement, the Company issued and sold to the Third-Party Purchasers an aggregate of 34,917,532 shares of Class A Common Stock, including 4,917,532 shares of Class A Common Stock issued upon exercise of certain of the Pre-Funded Warrants prior to the Third-Party Closing, Class 1 Warrants to purchase an aggregate of 23,068,051 shares of Class A Common Stock, Class 2 Warrants to purchase an aggregate of 23,068,051 shares of Class A Common Stock and Pre-Funded Warrants to purchase an aggregate of 11,218,570 shares of Class A Common Stock, which excluded Pre-Funded Warrants exercised prior to the Third-Party Closing. The offering of such securities was conducted in a registered direct offering. The purchase price of each share of Class A Common Stock and accompanying Class 1 Warrant or Class 2 Warrant was $0.8670 and the purchase price of each Pre-Funded Warrant and accompanying Warrant was $0.8669.

In the ICE Offering, on February 29, 2024, the Company entered into the ICE Purchase Agreement with ICE, pursuant to which the Company agreed to sell to ICE up to 11,534,025 shares of Class A Common Stock, Class 1 Warrants to purchase up to 5,767,012 shares of Class A Common Stock, and Class 2 Warrants to purchase up to 5,767,012 shares of Class A Common Stock. The purchase price of each share of Class A Common Stock and accompanying Warrant in the ICE Offering is $0.8670.

On March 4, 2024, the Company closed the sale and issuance to ICE of 2,762,009 shares of Class A Common Stock, Class 1 Warrants to purchase up to 1,381,004 shares of Class A Common Stock and Class 2 Warrants to purchase up to 1,381,004 shares of Class A Common Stock. The closing of the issuance and sale of the remaining 8,772,016 shares of Class A Common Stock, Class 1 Warrants to purchase up to 4,386,008 shares of Class A Common Stock and Class 2 Warrants to purchase up to 4,386,008 shares of Class A Common Stock in the ICE Offering is conditioned on the Company obtaining stockholder approval for such issuances under the rules and regulations of the NYSE and other customary closing conditions.

The Class 1 Warrants and Class 2 Warrants have an exercise price of $1.0200 per share, which will be payable in cash or on a cashless basis, will generally be exercisable beginning on September 4, 2024 and will expire on September 4, 2029. The Class 1 Warrants and Class 2 Warrants have identical terms and conditions, except that the Class 2 Warrants also contain an alternative cashless exercise provision that, after the Company obtains the approval of the NYSE Issuance Proposal, will allow the holder of each Class 2 Warrant to exercise such Class 2 Warrant on a cashless basis and receive a number of shares of Class A Common Stock equal to 50% of the shares of Class A Common Stock then underlying the Class 2 Warrant if the closing trading price of shares of Class A Common Stock is lower than the exercise price of the Class 2 Warrants for each of the three (3) trading days ending on the trading day prior to the date on which notice of exercise is given. Each of the Third-Party Purchasers and ICE received Class 1 Warrants to purchase 50% of the number of shares of Class A Common Stock issued to such purchaser, rounded down to the nearest whole share, and Class 2 Warrants to purchase 50% of the number of shares of Class A Common Stock issued to such purchaser, rounded down to the nearest whole share. The Warrants contain customary adjustment, assumption or cash-out provisions in the event of a sale of the Company. The Pre-Funded Warrants have identical terms to the Class 1 Warrants except that each Pre-Funded Warrant is exercisable for one (1) share of Class A Common Stock at an exercise price of $0.0001 per share, the Pre-Funded Warrants are immediately exercisable and may be exercised at any time until all of the Pre-Funded Warrants are exercised in full and, in the event of a

-12- fundamental transaction, the holders of Pre-Funded Warrants are entitled to receive shares of Class A Common Stock of the successor or acquiring corporation or the Company, if it is the surviving corporation, and any additional consideration receivable by holders of Class A Common Stock in such fundamental transaction.

Under the Purchase Agreements, the Company agreed to seek stockholder approval for the issuance of the Incremental ICE Shares, the Incremental ICE Warrant Shares and the shares of Class A Common Stock issuable upon exercise of the alternative cashless exercise provision of the Class 2 Warrants (together, the “Excess Shares”), each in accordance with the rules and regulations of the NYSE. The purpose of this NYSE Issuance Proposal is to seek the requisite approval for the issuance of the Excess Shares under Section 312.03 of the NYSE Manual.

In connection with the Concurrent Offerings, ICE entered into a voting support agreement with the Company (the “Voting Support Agreement”), pursuant to which ICE agreed, among other things, to vote in favor of the matters contemplated by this NYSE Issuance Proposal, subject to the limitations set forth in the Voting Agreement between the Company and ICE (the “Voting Agreement”). Under the Voting Agreement, ICE agreed, subject to certain exceptions, to irrevocably appoint a proxy, designated by the Board, to vote the number of its shares of Common Stock that exceeds 30% of the shares entitled to vote on such matter in the same percentages for and against such matter as votes were cast for and against such matter by all of the Company’s other stockholders. As such, under the Voting Support Agreement and the Voting Agreement, ICE has agreed (i) to vote the shares of Common Stock that it owns constituting 30% of the outstanding Common Stock in favor of this NYSE Issuance Proposal and (ii) to vote the remainder of its shares of Common Stock for and against this NYSE Issuance Proposal as votes are cast for and against this NYSE Issuance Proposal by all of the Company’s other stockholders.

In connection with the closings that occurred on March 4, 2024, the Company raised aggregate net proceeds from the Concurrent Offerings of approximately $42.4 million, after deducting the placement agent’s fees and estimated offering expenses payable by the Company. The Company expects to raise gross proceeds of approximately $7.6 million from the issuance of the Incremental ICE Shares and the related Class 1 Warrants and Class 2 Warrants. The Company would not receive any proceeds to the extent the Class 2 Warrants are exercised under the alternative cashless exercise feature.

The numerical and price information included in this NYSE Issuance Proposal do not give effect to the potential actions contemplated by the Reverse Stock Split and Related Matters Proposal.