Bakkt Holdings, Inc. (NYSE:BKKT) announced today that it plans to eliminate its existing umbrella partnership-C corporation (“Up-C”) structure through a reorganization.
If consummated, Bakkt will become a wholly owned subsidiary of a new holding company, which will be named Bakkt Holdings, Inc. (NewCo), will replace Bakkt as the listed public company, and will transition to a single class of common stock.
At completion of the reorganization, each share of Class A common stock of Bakkt will be exchanged for one share of common stock of NewCo. Under the proposed reorganization, ownership interests held by Bakkt’s pre-IPO investors will be collapsed into, and the shares of Class V common stock of Bakkt will be replaced with, shares of common stock of NewCo.
Following completion, all Bakkt shareholders will hold common stock of NewCo, resulting in a unified share class with identical economic and voting rights for all shareholders and reflecting a streamlined capital structure.
Bakkt expects to close the reorganization on or about November 3, 2025.
“Simplifying our capital structure marks a pivotal step in positioning Bakkt for its next phase of growth,” said Akshay Naheta, Chief Executive Officer of Bakkt. “While the Up-C framework originally preserved pre-IPO tax attributes, we believe it has, over time, constrained Bakkt’s access to a broader universe of institutional investors. Transitioning to a single-class structure enhances transparency, investability, and scalability – aligning Bakkt’s governance with the long-term interests of all shareholders.”
