Bakkt Holdings Inc

DEF 14A 1 bakkt-2024proxyagmfinal412.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

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☐ Preliminary Proxy Statement

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☒ Definitive Proxy Statement

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BAKKT HOLDINGS, INC.

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Notice of 2024 Annual Meeting of

Stockholders & Proxy Statement

To Our Stockholders–

2023 was an inflection point for Bakkt, and I believe that the investments as well as the tough decisions we have made this past year have set Bakkt up to capitalize on the market opportunity in crypto. Specifically, we have solidified our path forward as a B2B2C-focused company and built out our partner ecosystem. And we have brought in a new CEO with a track record of growth. With these actions in place, we continue to focus on creating stockholder value by offering trustworthy capabilities that solve business needs.

2023 brought some significant macroeconomic headwinds in the crypto sector, but it also created opportunities, as evidenced by our acquisition of Apex Crypto. With the Apex integration, we are positioned to be the crypto infrastructure provider of choice for a wide range of businesses including fintechs, traditional financial institutions, neobanks, merchants and entertainment.

The regulatory environment for cryptocurrency continues to evolve, which we believe is good news for Bakkt – we were built with an understanding of the risks of crypto and have developed a robust compliance framework, allowing us to differentiate our offerings from those of our competitors. Our team has been engaging in dialogue with varying levels of government and regulatory bodies to educate them on Bakkt and our approach to risk management and security, and to showcase Bakkt as an industry leader in responsible crypto innovation.

As we enter 2024, I am excited by Bakkt’s strategic position, and also by the energy of the leadership team, now led by Andy Main. With our platform and strategy firmly in place, Andy’s proven track record of scaling businesses is the experience we believe Bakkt needs going forward.

Thank you for your investment in Bakkt. I look forward to overseeing Bakkt’s growth as we drive towards profitability, scale, and increased shareholder value.

Sean Collins, Chair of the Board of Directors

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Notice of 2024 Annual Meeting of Stockholders & Proxy Statement

Dear Fellow Stockholders –

I am proud to serve you as Bakkt’s new President and CEO. Our company is at a pivotal inflection point requiring us to focus on growth while transforming our cost structure. In my first few weeks I have had the pleasure of meeting many of our clients, all of whom appreciate the value Bakkt brings - as their partner in growth. Simply put, as our clients grow, we also grow. This value proposition is made possible by the strong, secure ecosystem of products our team has built, which are differentiated in the market. Building off this robust foundation, we have much to look forward to, as we work to scale and grow the business.

As a member of the Bakkt Board of Directors since 2021, I have been aware of the challenges Bakkt has faced. The macroeconomic environment has been difficult amidst industry failures and regulatory uncertainty. However, I see the tide turning, where the positive tailwinds in the market are fortuitously meeting the hard work that the Bakkt team has done during the bear market. For example, in the first quarter of 2024, we saw higher transaction volumes from our retail clients. I am also pleased to say that our platform is efficiently scaling to meet this growing demand. Additionally, thanks to the company’s recent capital raise, we fortified our balance sheet so we can continue focusing on building momentum and enhancing shareholder value.

Across Bakkt’s core custody and trading solutions, we have a strong offering that appeals to a wide variety of clients. In the year ahead, your Bakkt team will focus on three key strategic priorities – growing our client network and deepening existing relationships, strategically expanding the Bakkt product ecosystem, and prudently managing expenses. I am very proud of what our team has accomplished thus far, and believe these priorities will put us on a path to profitability.

We are pleased to invite you to attend the annual meeting of stockholders of Bakkt Holdings, Inc. The attached formal meeting notice and proxy statement contain details of the business to be conducted at the annual meeting.

Your vote is important. If you are unable to attend the annual meeting, we urge you to vote and submit your proxy promptly via the Internet, telephone or mail.

On behalf of our Board of Directors and everyone at Bakkt, we would like to express our appreciation for your continued support of and interest in our company. I am looking forward to Bakkt's bright future and sharing exciting developments in the months and years ahead. It is an honor to lead this team.

Kind regards,

Andrew Main, President & CEO

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Notice of 2024 Annual Meeting of Stockholders

By order of the Board of Directors,

Marc D’Annunzio, General Counsel and Corporate Secretary

10000 Avalon Boulevard, Suite 1000

April 19, 2024

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Table of Contents

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This proxy statement includes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements regarding macroeconomic conditions, our ability to achieve the expected benefits of acquisitions, the regulatory environment, our platform’s capabilities, our commitments, our strategies and our expectations regarding future equity grants. These statements involve risks and uncertainties. Actual results could differ materially from any future results expressed or implied by the forward-looking statements for a variety of reasons, including due to the risks and uncertainties that are discussed in our most recently filed Annual Report on Form 10-K. Other than as required by law, we assume no obligation to update any forward-looking statements or information, which speak as of their respective dates.

References to our website or other links to our publications or other information are provided for the convenience of our stockholders. None of the information or data included on our website or accessible at these links is incorporated into, and will not be deemed to be a part of, this proxy statement or any of our other filings with the U.S. Securities and Exchange Commission (the “SEC”).

Unless otherwise noted, share counts, prices per share and related information presented herein does not give effect to the Proposed Reverse Stock Split (as described below).

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