Bakkt Holdings Inc-A美股招股说明书(2025-07-24版)

This prospectus relates to the offer and sale by YA II PN, Ltd. (the “Selling Stockholder”) of up to 10,339,123 shares of ClassA common stock, par value $0.0001per share (the “ClassA Common Stock”) of Bakkt Holdings, Inc. (the “Company,” “we,” “us,” or “our”). We entered into that certain securities purchase agreement (the “Purchase Agreement”) with the Selling Stockholder, dated as of June17, 2025, pursuant to whichthe Selling Stockholder purchased a $25million convertible debenture (the “Convertible Debenture”) from us for a price of $23.75million in a private placement onJune18, 2025 (the “Closing Date”). The Convertible Debenture matures on the first anniversary of the Closing Date, as may be extended at the option of the SellingStockholder and is convertible, at the option of the Selling Stockholder, into shares of our ClassA Common Stock. The price of the ClassA Common Stock to the Selling Stockholder to be issued on conversion of the Convertible Debenture will be the lower of (i) $14.51 per share of ClassA Common Stock (the “Fixed Price”) or (ii) 97%of the lowest daily volume weighted average price of the ClassA Common Stock during the five consecutive trading days immediately preceding the conversion date(the “Conversion Date”), but which price shall not be lower than $2.418 per share of ClassA Common Stock (the “Floor Price”). Agreement”). Our registration of the ClassA Common Stock covered by this prospectus does not mean that the Selling Stockholder will offer or sell any of the ClassACommon Stock. The Selling Stockholder may offer all or part of the securities for resale from time to time through public or private transactions, at either prevailingmarket prices or at privately negotiated prices. The Selling Stockholder may sell these securities through ordinary brokerage transactions, directly to market makers of hereunder, the Selling Stockholder, any underwriters, agents, brokers or dealers participating in such sales may be deemed to be “underwriters” within the meaning of theSecurities Act of 1933, as amended (the “Securities Act”).Our ClassA Common Stock is currently traded on the New York Stock Exchange (“NYSE”) under the symbol “BKKT.” On June25, 2025, the last reported saleprice for our ClassA Common Stock was $12.93 per share.We will not receive any proceeds from the sale of the ClassA Common Stock by the Selling Stockholder in the offering described in this prospectus. We haveagreed to bear all of the expenses incurred in connection with the registration of the ClassA Common Stock. The Selling Stockholder will pay or assume discounts, Investing in these securities involves risks. Please carefully read the information under the headings “Risk Factors”beginning on page 6of this prospectus and “Item1A – Risk Factors” of our most recent Annual Report onForm10-Kand any Quarterly Report onForm10-Qfiled subsequently to suchForm10-Kthat is incorporated by reference in this prospectus before you invest in our securities. In addition, please carefully read the information under the heading The date of this prospectus is July 24, 2025. About this ProspectusProspectus SummaryForward-Looking Statements Description of Capital Stock Incorporation by Reference This prospectus is part of a registration statement that we filed with the Securities and Exchange Commission (the “SEC”) to register the securitiesdescribed in this prospectus for resale by the Selling Stockholder who may, from time to time, sell the securities described in this prospectus.This prospectus provides you with a general description of the securities that may be offered. A prospectus supplement may also add, update orchange information contained in this prospectus. You should read both this prospectus and any applicable prospectus supplement together with theadditional information described under the heading “Where You Can Find More Information.” This summary highlights selected information that is presented in greater detail elsewhere, or incorporated by reference, in this prospectus. Itdoes not contain all of the information that may be important to you and your investment decision. Before investing in our securities, you shouldcarefully read this entire prospectus, including the matters set forth under the section of this prospectus captioned “Risk Factors” and the financialstatements and related notes and other information that we incorporate by reference herein, including our most recent Annual Report on Company Overview Founded in 2018, Bakkt operates technology that connects the digital economy by offering a platform for crypto and redeeming loyaltypoints. We enable our clients to deliver new opportunities to their customers through an interactive web experience or application programminginterface (“API”) solutions that unlock crypto and drive loyalty. The global market for crypto, while nascent, is rapidly evolving and expanding. Webelieve we are well-positioned to provide secure, licensed product solutions and