Bakkt, Inc. 8-K

What Happened

• Bakkt, Inc. announced that at a reconvened special meeting of stockholders on April 17, 2026, holders approved a proposal to issue shares in connection with Bakkt’s acquisition of Distributed Technologies Research Global Ltd. (DTR).
• The Issuance Proposal authorizes issuing a number of Class A common shares equal to 31.5% of the aggregate Class A shares outstanding immediately before the DTR closing, plus shares issuable on conversion/exercise of outstanding options, warrants or other convertible securities (excluding certain warrants), to DTR beneficial owners — including Bakkt CEO Akshay Naheta.
• Voting details: record date was February 10, 2026 (25,761,710 Class A shares outstanding); 13,266,200 shares (≈51.49%) were present at the reconvened meeting (quorum). Vote tally on the Issuance Proposal: For 12,999,817; Against 229,734; Abstain 36,649. An adjournment vote was not required.

Key Details

• Record date: February 10, 2026; reconvened meeting date: April 17, 2026.
• Outstanding Class A shares on record date: 25,761,710.
• Quorum present: 13,266,200 shares (≈51.49%).
• Issuance approved equal to 31.5% of Class A shares outstanding immediately prior to closing, plus shares from convertible securities; CEO Akshay Naheta is among DTR beneficial owners.

Why It Matters

• The approved issuance is a material corporate action that will increase the number of outstanding Class A shares and dilute existing holders once the DTR acquisition closes and shares are issued.
• Approval clears a key corporate step needed to complete the DTR acquisition under NYSE rules; investors should watch for subsequent filings showing the closing, the final number of shares issued, and any changes to share count, ownership percentages, or governance.