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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)
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| Delaware | | 001-39544 | | 41-2324812 |
(State or other jurisdiction
of incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
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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
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| 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): |
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| ☐ | Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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Securities registered pursuant to Section 12(b) of the Act: |
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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
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Exhibit No. | Description |
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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
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| BAKKT, INC. |
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| By: | /s/ Marc D'Annunzio |
| Name: | Marc D’Annunzio |
| Title: | General Counsel and Secretary |