Bakkt Holdings Inc-A美股招股说明书(2025-07-28版)

Bakkt Holdings, Inc. Pre-FundedWarrants to Purchase Shares of Common Stock We are offeringshares of our ClassA common stock, par value $0.0001 per share (the “Common Stock”) and, in lieu ofCommon Stock to certain investors that so choose,pre-fundedwarrants to purchaseWarrants”). The purchase price of eachPre-FundedWarrants equals the price per share at which Common Stock is being sold to the public in this offering, minus $0.0001, and the exercise price of eachPre-FundedWarrants equals $0.0001 per share. We refer to thesale of the Common Stock and thePre-FundedWarrants as the “Offering.”Our Common Stock is traded on the New York Stock Exchange (“NYSE”) under the symbol “BKKT.” On July25, 2025, the lastreported sales price of our Common Stock on the NYSE was $18.06 per share. There is no established public trading market for thePre-FundedWarrants, and we do not expect a market to develop. In addition, we do not intend to apply for a listing of thePre-FundedWarrants on the NYSE, any other national securities exchange or any other nationally recognized trading system. Investing in our securities involves risks. You should read carefully and consider “Risk Factors”included in this prospectus supplement on pageS-8and in our accompanying prospectus beginning Any representation to the contrary is a criminal offense.Per SharePerPre-FundedWarrantPublic offering price$$ underwriting compensation.We have granted the underwriters an option for a period of 30 days to purchase up to an additionalshares of our CommonStock and up to an additionalPre-FundedWarrants. If the underwriters exercise the option in full, the total underwritingdiscounts and commissions payable by us will be $million, and the total proceeds to us, before expenses, will be $ The information in this prospectus supplement is not complete and may be changed. A registration statement relating to these securitieshas been declared effective by the Securities and Exchange Commission. This preliminary prospectus supplement and theaccompanying prospectus are not an offer to sell these securities, and we are not soliciting offers to buy these securities in anyjurisdiction where the offer or sale is not permitted.Joint Book-Running ManagersClearStreetCohen&Co. DESCRIPTION OF THE COMMON STOCK VALIDITY OF THE SECURITIES INCORPORATION OF CERTAIN INFORMATION BY REFERENCE PROSPECTUS FORWARD-LOOKING STATEMENTSUSE OF PROCEEDS information contained in the accompanying prospectus and the documents incorporated by reference into this prospectus supplement and theaccompanying prospectus. The second part consists of a prospectus dated July3, 2025, included in the registration statement on FormS-3(No.333-288361).Since the accompanying prospectus provides general information about us, some of the information may not apply to this Offering. Thisprospectus supplement describes the specific details regarding this Offering. Generally, when we refer to the “prospectus,” we are referring to both partsof this document. Additional information is incorporated by reference in this prospectus supplement. If information in this prospectus supplement isinconsistent with the accompanying prospectus, you should rely on this prospectus supplement. You should read this prospectus supplement, theaccompanying prospectus and any information incorporated by reference before you make any investment decision.Neither we nor the underwriters are making an offer to sell the securities in jurisdictions where the offer or sale is not permitted. The distributionof this prospectus supplement and the accompanying prospectus and the offer and sale of our securities in certain jurisdictions may be restricted by law.Persons outside the United States who come into possession of this prospectus supplement and the accompanying prospectus must inform themselvesabout and observe any restrictions relating to the offering of the securities and the distribution of this prospectus supplement and the accompanyingprospectus outside the United States. This prospectus supplement and the accompanying prospectus do not constitute an offer of, or an invitation topurchase, any shares of Common Stock or anyPre-FundedWarrants in any jurisdiction in which such offer or invitation would be unlawful.You should rely only on information contained in this prospectus supplement, the accompanying prospectus and the documents we accompanying prospectus supplement is accurate only as of their respective dates, regardless of the time of delivery of this prospectussupplement or of any sale of our Common Stock orPre-FundedWarrants. This prospectus supplement and the accompanying prospectus, including documents incorporated by reference herein and therein, containforward-looking statements within the meaning of the federal securities laws, which statements involve substantial risks and uncertainties. Forward-looking statements generally relate to future events or our future financial or operating performance. You can identify