Bakkt, Inc.

8-K · bakkt-20260603.htm iXBRL

0001820302 2026-06-04 2026-06-04 0001820302 us-gaap:CommonClassAMember 2026-06-04 2026-06-04 0001820302 us-gaap:WarrantMember 2026-06-04 2026-06-04

 UNITED STATES
 SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON, DC 20549

 FORM 8-K

 CURRENT REPORT
 Pursuant to Section 13 OR 15(d)
 of The Securities Exchange Act of 1934

 Date of Report (Date of earliest event reported)
 June 3, 2026

 Bakkt, Inc.
 (Exact name of registrant as specified in its charter)

 Delaware 001-39544
 41-2324812
 (State or other jurisdiction
of incorporation) (Commission
 File Number)
 (IRS Employer
 Identification No.)

 3280 Peachtree Road NE, 7th Floor
 Atlanta , Georgia
 30305

 (Address of principal executive offices)
 (Zip Code)

 Registrant’s telephone number, including area code: ( 332 ) 203-3017

 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)

 ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 Securities registered pursuant to Section 12(b) of the Act:

 Title of each class
 Trading Symbol(s)
 Name of each exchange
 on which registered

 Class A Common Stock, par value $0.0001 per share
 BKKT
 The New York Stock Exchange

 Warrants to purchase Class A Common Stock
 BKKT WS
 The New York Stock Exchange

 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 8.01 Other Events.

 As previously reported, on November 21, 2025, the Company elected to subscribe for a number of warrants to be issued by Transchem Ltd. (“Transchem”), an Indian company listed on BSE Ltd., pursuant to a preferential allotment approved by Transchem’s board of directors and subsequently approved by Transchem’s shareholders.
 On June 3, 2026, the Preferential Issue Committee of Transchem (the "Committee") approved the allotment of 47,500,000 warrants to Bakkt Opco Holdings, LLC. The warrants were issued pursuant to the terms of the preferential allotment approved by the Committee and entitle the holder to acquire ordinary shares of Transchem, in accordance with their terms. The Company paid $9,409,784 for the purchase of these warrants, equivalent to 25% of the total subscription amount.

 Item 9.01 Financial Statements and Exhibits.

 (d) Exhibits

 Exhibit No.
 Description

 104
 Cover Page Interactive Data File (embedded within the Inline XBRL document)

 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.
 Dated: June 4, 2026

 BAKKT, INC.

 By: /s/ Marc D'Annunzio
 Name: Marc D’Annunzio
 Title: General Counsel and Secretary