Bakkt Inc-A美股招股说明书(2026-05-27版)

Bakkt, Inc. Up to 21,010,640 Shares of ClassA Common Stock This prospectus relates to the offer and resale by the selling stockholders named in this prospectus (collectively, the “Selling Stockholders”), of upto an aggregate of 21,010,640 shares of ClassA common stock, par value $0.0001 per share (“ClassA Common Stock”), of Bakkt, Inc. (“Bakkt,” the“Company,” “we,” “us” or “our”). The shares of ClassA Common Stock covered by this prospectus consist of (i)11,316,775 shares of our ClassA Common Stock issued at theclosing on April30, 2026 (the “Closing”) of the DTR Acquisition (as defined below) as consideration for such acquisition (the “Consideration Shares”),together with up to 725,592 additional shares of ClassA Common Stock issuable upon the exercise of certain outstanding warrants as additionalConsideration Shares, in each case issued or issuable to certain Selling Stockholders in connection with the DTR Acquisition, (ii)7,919,002 shares ofClassA Common Stock held by Intercontinental Exchange Holdings, Inc. (“ICE”) and 461,360 shares of ClassA Common Stock issuable upon theexercise of outstanding Class1 Warrants and Class2 Warrants held by ICE, (iii)an additional 118,316 shares of ClassA Common Stock issued tocertain Selling Stockholders in connection with the Company’s Up-C collapse transaction (the “Up-C Collapse”), pursuant to which the Companysimplified its organizational structure and issued shares of ClassA Common Stock in exchange for outstanding interests in Bakkt Opco Holdings, LLC(“Opco”) and in connection with related amendments to certain tax receivable and contribution arrangements, (iv) 125,000 shares of ClassA CommonStock issued to Cohen& Company Securities, LLC (“Cohen”) and (v) 94,595 shares of ClassA Common Stock (the “Gyzer Acquisition Shares”) issuedin connection with the Company’s acquisition of Gyzer Inc (“Gyzer”), together with up to 250,000 additional shares of ClassA Common Stock issuableupon the exercise of warrants issued in connection with the acquisition of Gyzer as additional Gyzer Acquisition Shares. The “DTR Acquisition” refers to our acquisition of 100% of the outstanding equity interests of Distributed Technologies Research Global Ltd., aprivate limited company incorporated in Cyprus (“DTR”), pursuant to that certain Share Purchase Agreement, dated as of January11, 2026 (the“Purchase Agreement”), by and among Bakkt Opco Holdings, LLC, a Delaware limited liability company and wholly owned subsidiary of the Company(“Opco”), the Company, DTR and our chief executive officer and director, Akshay Naheta (“Mr.Naheta” or the “Seller”), in exchange for shares ofClassA Common Stock. The DTR Acquisition is described in greater detail in this prospectus. See “The DTR Acquisition”. We are registering the offer and resale of certain of the shares of ClassA Common Stock covered by this prospectus to satisfy certain registrationrights granted to Mr.Naheta, the DTR Holders (as defined herein) and ICE in connection with the DTR Acquisition. In addition, we are registering the offer and resale of shares of ClassA Common Stock issued to (i)Cohen, a registered broker-dealer, ascompensation for advisory services rendered to the Company, (ii)certain Selling Stockholders in connection with the Up-C Collapse and (iii)DanielIshag, the sole stockholder of Gyzer, as compensation for the Company’s acquisition of Gyzer. Table of Contents Our registration of the ClassA Common Stock covered by this prospectus does not mean that the Selling Stockholders will offer or sell any of theClassA Common Stock. The Selling Stockholders will determine, in their sole discretion, whether, when and how to sell any of the shares offered bythis prospectus. We have no control over, and will not participate in, any such sales. The Selling Stockholders may sell these securities at varying pricesand in a number of different ways, including through ordinary brokerage transactions, block trades, privately negotiated transactions or similartransactions, as described in the section of this prospectus captioned “Plan of Distribution.” Our ClassA Common Stock is currently traded on the New York Stock Exchange (“NYSE”) under the symbol “BKKT.” On May11, 2026, thelast reported sale price for our ClassA Common Stock was $9.92 per share. We will not receive any proceeds from the sale of shares of ClassA Common Stock by the Selling Stockholders, although we may receiveproceeds from the exercise of the warrants and to the extent any such warrants are exercised for cash. All proceeds from the resale of such shares will bereceived by the Selling Stockholders for their own accounts. We will not receive any compensation, commission or other remuneration in connectionwith any resale of shares by the Selling Stockholders. We may amend or supplement this prospectus from time to time by filing amendments or supplements as required. You should read this entireprospectus and any amendments or supplements carefully before you make y