SCHEDULE: Bakkt Holdings Completes Up-C Collapse, ICE Increases Stake

Bakkt Holdings, Inc. has completed its Up-C Collapse reorganization, leading to Intercontinental Exchange, Inc. and its subsidiary increasing their beneficial ownership to 33.6% through new warrants and convertible preferred stock.

Summary

• Bakkt Holdings, Inc. (the "Issuer") and its predecessor completed an "Up-C Collapse" reorganization on November 3, 2025.
• This reorganization involved a Holding Company Reorganization and an Opco Merger, streamlining the corporate structure to a single class of common stock (New Class A Common Stock).
• Intercontinental Exchange, Inc. (ICE) and Intercontinental Exchange Holdings, Inc. (ICEH) (the "Reporting Persons") now beneficially own 8,380,362 shares, representing 33.6% of Bakkt's Class A Common Stock.
• This ownership includes 461,360 Replacement Warrant Shares and 465,890 shares of Series A Non-Voting Convertible Preferred Stock.
• The Convertible Preferred Stock was issued to ICEH at a price of $39.34 per share, offsetting an $18,328,117 cash payment ICEH was entitled to under a Tax Receivable Agreement.
• The Convertible Preferred Stock will convert into New Class A Common Stock upon the earlier of the expiration or termination of the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (HSR Act) waiting period or a direct transfer to an unaffiliated third party, and is expected to convert within 60 days of November 5, 2025.
• The Replacement Warrants have an exercise price of $25.50 per share and a termination date of September 4, 2029.

Sentiment

Score: 7

Explanation: The filing describes a planned corporate restructuring (Up-C Collapse) that has been successfully completed. This is a procedural step that simplifies the company's structure and is generally viewed as a positive for corporate governance and investor clarity. The continued significant ownership by ICEH is a positive signal of ongoing strategic support. However, it does not announce new operational achievements or financial performance, hence not a strong positive.

Positives

• Corporate structure simplification through the Up-C Collapse, potentially improving operational efficiency and transparency.
• Intercontinental Exchange Holdings, Inc.'s (ICEH) continued significant stake (33.6%) indicates strong institutional backing and alignment of interests.
• The future conversion of preferred stock and exercise of warrants could increase the public float and liquidity of Class A Common Stock over time.

Negatives

• The Convertible Preferred Stock and Replacement Warrants do not carry voting rights until converted or exercised, which could temporarily limit ICEH's direct voting influence despite its significant economic interest.
• The beneficial ownership limitation (4.99% or 9.99%) on warrant exercise could restrict immediate full conversion by the holder.

Risks

• Conversion of Convertible Preferred Stock is subject to the expiration or termination of the HSR Act waiting period, which introduces a regulatory contingency.
• The exercise of warrants and conversion of preferred stock could lead to dilution for existing Class A Common Stock shareholders.
• The value of the warrant shares and convertible preferred stock is subject to the future market price of Bakkt's Class A Common Stock.

Future Outlook

The Series A Non-Voting Convertible Preferred Stock is expected to convert into shares of New Class A Common Stock within 60 days of November 5, 2025, subject to the expiration or termination of the HSR Act waiting period.

Industry Context

The Up-C Collapse is a common corporate restructuring strategy, often used by companies that went public via a SPAC, to simplify their structure and potentially improve tax efficiency and investor appeal. This move aligns Bakkt's structure with many traditional public companies. The continued significant ownership by Intercontinental Exchange (ICE) reinforces its strategic interest in Bakkt, a company operating in the digital asset and fintech space.

Comparison to Industry Standards

• The Up-C Collapse is a standard corporate restructuring for companies with an "Up-C" structure, commonly observed in SPAC mergers, aiming to simplify the capital structure and enhance transparency for a broader investor base.
• Many companies, such as DraftKings Inc. and Clover Health Investments Corp., have undertaken similar reorganizations post-SPAC merger to streamline operations and governance.
• The 33.6% beneficial ownership by ICE and ICEH represents a substantial strategic stake, comparable to major institutional investments seen in other fintech or digital asset ventures, providing a strong anchor investor.

Corporate Governance

Related Party Transactions

• Intercontinental Exchange, Inc. (ICE) and Intercontinental Exchange Holdings, Inc. (ICEH) are related parties to Bakkt Holdings, Inc.
• ICEH received 461,360 Replacement Warrant Shares and 465,890 shares of Series A Non-Voting Convertible Preferred Stock as part of the Up-C Collapse.
• The issuance of Convertible Preferred Stock to ICEH was offset against an $18,328,117 cash payment ICEH was entitled to under the Tax Receivable Agreement.
• Mr. Naheta, another related party, contributed cash (from the Tax Receivable Agreement) to the Issuer in exchange for shares of New Class A Common Stock.

Stakeholder Impact

• Shareholders (Class A Common Stock): The corporate restructuring simplifies the capital structure, potentially improving transparency and market appeal. Future conversion of preferred stock and exercise of warrants could lead to dilution.
• Intercontinental Exchange (ICE/ICEH): Maintains a significant strategic stake (33.6%) in Bakkt, aligning its interests with Bakkt's long-term success. The preferred stock and warrants provide future upside potential.

Next Steps

• Conversion of Series A Non-Voting Convertible Preferred Stock into New Class A Common Stock, expected within 60 days of November 5, 2025, subject to HSR Act clearance.
• Potential exercise of Replacement Warrants by ICEH before the September 4, 2029 termination date.

Key Dates

Recommendation

The filing primarily details a corporate restructuring that has been completed as planned. While the simplification of the capital structure and the continued significant stake by ICEH are positive for long-term stability and governance, there are no new operational or financial performance updates to warrant a change in investment thesis. The potential for future dilution from warrant exercise and preferred stock conversion should be monitored, but these are expected events. Therefore, a "hold" recommendation is appropriate as investors should await further operational updates.

Keywords

Bakkt Holdings, Intercontinental Exchange, ICEH, SEC Filing, Schedule 13D, Up-C Collapse, Corporate Reorganization, Convertible Preferred Stock, Warrants, Beneficial Ownership, Class A Common Stock, Digital Assets, Financial Technology