SCHEDULE: Bakkt Holdings Completes Up-C Collapse, ICEH Adjusts Stake

Bakkt Holdings, Inc. has completed its Up-C Collapse reorganization, simplifying its capital structure and adjusting Intercontinental Exchange Holdings, Inc.'s beneficial ownership.

Summary

• Bakkt Holdings, Inc. (the "Issuer") and its predecessor consummated an "Up-C Collapse" reorganization on November 3, 2025, which included a Holding Company Reorganization and an Opco Merger.
• As a result of the Holding Company Reorganization, each share of Class A Common Stock and Class V Common Stock of the Predecessor Issuer was converted on a one-for-one basis into New Class A Common Stock and New Class V Common Stock of the Issuer, respectively.
• The Opco Merger subsequently eliminated the New Class V Common Stock, converting each Paired Interest (Bakkt Opco Common Unit plus one share of New Class V Common Stock) into one share of New Class A Common Stock, resulting in the Issuer having only a single class of common stock outstanding.
• Intercontinental Exchange Holdings, Inc. ("ICEH") now beneficially owns 8,380,362 shares of Bakkt Holdings' New Class A Common Stock, representing 33.6% of the class, based on 24,038,434 shares outstanding as of November 3, 2025.
• This beneficial ownership includes 7,453,112 shares of New Class A Common Stock, 461,360 Replacement Warrant Shares, and 465,890 shares of Series A Non-Voting Convertible Preferred Stock.
• In connection with the reorganization, ICEH's previously acquired warrants were replaced with new Replacement Class 1 and Class 2 Warrants, totaling 461,360 shares, with an exercise price of $25.50 per share and a termination date of September 4, 2029.
• ICEH also received 465,890 shares of Series A Non-Voting Convertible Preferred Stock at a price of $39.34 per share, offsetting an aggregate $18,328,117 cash payment ICEH was entitled to under a Tax Receivable Agreement.
• The Convertible Preferred Stock is convertible into one share of New Class A Common Stock upon the expiration or termination of the HSR Act waiting period or a direct transfer to an unaffiliated third party, and does not carry voting rights until converted.

Sentiment

Score: 6

Explanation: The filing reports the successful completion of a corporate reorganization, which is a neutral to positive event for operational clarity and capital structure simplification. It does not contain new information that would significantly alter the company's fundamental outlook, but the simplification is generally viewed favorably.

Positives

• The consummation of the Up-C Collapse simplifies Bakkt Holdings' capital structure by moving to a single class of common stock, which can improve transparency and market appeal.
• Intercontinental Exchange Holdings, Inc. (ICEH) maintains a significant beneficial ownership stake of 33.6%, indicating continued strategic alignment and institutional support.

Risks

• The Replacement Warrant Shares and Convertible Preferred Stock do not have voting rights until exercised or converted, which could affect the influence of the beneficial owner (ICEH) until these actions occur.
• Conversion of the Convertible Preferred Stock is subject to the expiration or termination of the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (HSR Act) waiting period, introducing a regulatory contingency.
• Holders of warrants are subject to a Beneficial Ownership Limitation (typically 4.99% or 9.99%) on exercise, which may restrict the immediate conversion of all warrant shares.

Future Outlook

The Convertible Preferred Stock issued to Intercontinental Exchange Holdings, Inc. is expected to convert into shares of New Class A Common Stock within 60 days of November 3, 2025, subject to regulatory waiting periods.

Industry Context

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Corporate Governance

Related Party Transactions

• Intercontinental Exchange Holdings, Inc. (ICEH), a reporting person, exchanged its Class A and Class V common stock of the Predecessor Issuer for New Class A and New Class V common stock of the Issuer.
• ICEH exchanged its Paired Interests (Bakkt Opco Common Units and New Class V Common Stock) for New Class A Common Stock.
• ICEH's previously acquired warrants were replaced with new Replacement Warrants issued by the Issuer.
• ICEH contributed its rights under the Tax Receivable Agreement to the Issuer in exchange for 465,890 shares of Series A Non-Voting Convertible Preferred Stock, valued at $18,328,117.

Stakeholder Impact

• Shareholders: Shareholders of the Predecessor Issuer automatically became shareholders of Bakkt Holdings, Inc. on a one-for-one basis. The simplification of the capital structure may benefit all shareholders through improved clarity and potentially increased liquidity.
• Intercontinental Exchange Holdings, Inc. (ICEH): Maintained a significant beneficial ownership stake (33.6%) and received convertible preferred stock, indicating continued strategic interest and a restructured investment in Bakkt Holdings.

Next Steps

• Conversion of 465,890 shares of Series A Non-Voting Convertible Preferred Stock into New Class A Common Stock, expected within 60 days of November 3, 2025, pending HSR Act clearance.
• Potential exercise of 461,360 Replacement Warrant Shares by ICEH prior to their termination date of September 4, 2029.

Key Dates

Recommendation

The filing details a corporate reorganization that simplifies the capital structure and updates beneficial ownership. This is a procedural update on a previously announced event and does not present new information that would fundamentally alter the investment thesis for Bakkt Holdings. The significant beneficial ownership by Intercontinental Exchange Holdings, Inc. (33.6%) suggests continued institutional backing, but the lack of new operational or financial performance data warrants a "hold" rather than a "buy" or "sell" based solely on this filing.

Keywords

Bakkt Holdings, Intercontinental Exchange, ICE, ICEH, Up-C Collapse, Corporate Reorganization, Schedule 13D, Beneficial Ownership, Common Stock, Preferred Stock, Warrants, Capital Structure, SEC Filing