UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 OR 15(d)
of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported)
(Exact name of registrant as specified in its charter)
| (State or Other Jurisdiction of Incorporation or Organization) |
(Commission File Number) |
(IRS Employer Identification Number) |
Registrant’s telephone number, including area code: (
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
Trading |
Name of each exchange on which registered | ||
$0.0001 per share |
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Common Stock |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On October 31, 2025, Bakkt Holdings, Inc. (the “Company”) called to order the special meeting of the Company’s shareholders (the “Special Meeting”) in accordance with the Notice of Special Meeting of Stockholders (the “Proxy Statement”) dated September 9, 2025, filed with the Securities and Exchange Commission (the “SEC”), as supplemented by the current report on Form 8-K filed by the Company with the SEC on October 22, 2025 (the “Supplemental Solicitation Materials”). At the Special Meeting, the shareholders approved the grant of options (the “Options”) to select members of management to purchase up to 2,000,000 shares of Class A Common Stock (such Common Stock, the “Class A Common Stock”, and such proposal, the “Options Proposal”).
A summary of the material terms of the Options is set forth in the Proxy Statement, as supplemented and amended by the Supplemental Solicitation Materials, which is qualified in its entirety by reference to the form of award agreement in respect of the Options, which is attached to this Current Report on Form 8-K and incorporated by reference into this Item.
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
The disclosure in Item 5.02 is incorporated into this Item 5.07 by reference.
At the Special Meeting, the Company’s shareholders voted on the proposal as follows:
Proposal 1: The Options Proposal
The Company’s shareholders approved the Options Proposal. The votes were cast as follows:
| For |
Against |
Abstain |
Broker Non-Votes | |||
| 10,809,572 | 1,001,367 | 7,753 | 0 |
| Item 9.01 | Exhibits. |
| Exhibit No. |
Description | |
| *10.1 | Form of Option Award Agreement. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
| * | Represents a management contract, compensatory plan or arrangement. |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.
| BAKKT HOLDINGS, INC. | ||||||
| Date: November 3, 2025 |
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| /s/ Marc D’Annunzio | ||||||
| Name: Marc D’Annunzio | ||||||
| General Counsel and Secretary | ||||||