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Bakkt Holdings, Inc. (NYSE:BKKT) announced Monday that it has completed a holding company reorganization, resulting in the creation of a new parent company, also named Bakkt Holdings, Inc. The move was implemented to streamline the company’s corporate structure and governance. The information is based on a statement from a recent SEC filing.
Under the reorganization, the former Bakkt Holdings, Inc. (“Old Bakkt”) became a wholly owned subsidiary of the new holding company (“New Bakkt”), which replaced Old Bakkt as the publicly traded entity on the New York Stock Exchange. Shares of New Bakkt Class A common stock continue to trade under the ticker symbol “BKKT” without interruption, and the company’s warrants now trade as NYSE:BKKT WS.
All outstanding shares of Old Bakkt Class A and Class V common stock were automatically converted on a one-for-one basis into shares of New Bakkt with the same rights and designations. The company stated that the conversion occurred automatically, without requiring shareholders to exchange stock certificates.
The reorganization also included the assumption by New Bakkt of all outstanding equity awards, agreements, and the tax receivable agreement previously held by Old Bakkt. The executive officers and directors of New Bakkt remain unchanged from those of Old Bakkt prior to the transaction, with Akshay Naheta continuing as Chief Executive Officer and Sean Collins as Chairman.
As part of the transaction, New Bakkt issued 69,733 shares of Class A common stock to Akshay Naheta and 465,890 shares of Series A Non-Voting Convertible Preferred Stock to Intercontinental Exchange Holdings, Inc. (ICE), both in connection with amended tax receivable arrangements. The preferred stock is convertible into Class A common stock subject to regulatory conditions. Additionally, 7,174,565 shares of Class A common stock were issued to holders of certain partnership and management units as part of the merger.
Following the reorganization, Bakkt’s Amended and Restated Certificate of Incorporation and Bylaws are substantially similar to those of Old Bakkt, aside from technical changes permitted by Delaware law. The company’s fiscal year end remains December 31.
This summary is based on a press release statement included in Bakkt Holdings, Inc.’s recent SEC filing.
In other recent news, Bakkt Holdings, Inc. has completed the sale of its Loyalty business to Project Labrador Holdco, LLC, a subsidiary of Roman DBDR Technology Advisors, Inc. This move signifies Bakkt’s full transition to a digital asset infrastructure platform. Additionally, Bakkt has reduced its proposed management stock option grant from 7,450,000 to 2,000,000 options, following feedback from shareholders and external advisors. This amendment will be the sole item for consideration at an upcoming special meeting, which has been adjourned to October 31 to allow more time to gather votes.
In leadership changes, Bakkt announced the appointment of Lyn Alden, a macro strategist, to its Board of Directors. This follows the recent addition of Mike Alfred to the board. Meanwhile, David Clifton, a founding board member and former interim CEO, has stepped down from his role after an extended tenure. These developments highlight Bakkt’s ongoing strategic shifts and leadership changes as it focuses on its core digital asset business.
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