As filed with the Securities and Exchange Commission on October 20, 2026
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
BAKKT, INC.
(Exact name of Registrant as specified in its Charter)
| Delaware | 41-2324812 | |
| (State or Other Jurisdiction of Incorporation or Organization) |
(IRS Employer Identification Number) |
3280 Peachtree Road NE, 7th Floor, Atlanta, Georgia 30305
(Address of Principal Executive Offices, including zip code)
Bakkt, Inc. 2026 Inducement Plan
(Full Title of Plan)
Akshay Naheta
Chief Executive Officer
3280 Peachtree Road NE, 7th Floor, Atlanta, Georgia 30305 (332) 203-3017
(Name, address and telephone number, including area code, of agent for service)
Copies to:
| Jared M. Fishman Matthew Goodman Mario Schollmeyer Sullivan & Cromwell LLP 125 Broad Street New York, NY 10004 (212) 558-4000 |
Marc D’Annunzio General Counsel 3280 Peachtree Road NE, 7th Floor, Atlanta, Georgia 30305 (332) 203-3017 |
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☐ | Accelerated filer | ☒ | |||
| Non-accelerated filer | ☐ | Smaller reporting company | ☒ | |||
| 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 7(a)(2)(B) of the Securities Act. ☐
Explanatory Note
Bakkt, Inc. (the “Company”) is filing this Registration Statement on Form S-8 (this “Registration Statement”) with the Securities and Exchange Commission (the “Commission” or the “SEC”) to register 1,500,000 shares of Class A Common Stock issuable under the Bakkt, Inc. 2026 Inducement Plan (the “Inducement Plan”).
The Inducement Plan provides for the grant of equity-based awards to individuals who are commencing employment with the Company or its subsidiaries, or who are being rehired following a bona fide period of interruption of employment with the Company or its subsidiaries, as a material inducement to such individuals entering into employment with the Company or its subsidiaries. Awards under the Inducement Plan may include non-qualified stock options, stock appreciation rights, restricted stock, restricted stock units, dividend equivalent rights and other stock-based awards.
The Inducement Plan was approved by the Compensation Committee of the Company’s board of directors (the “Board”) on October 19, 2026 and approved and adopted by the Board on October 19, 2026. The Inducement Plan is intended to comply with, and be administered in accordance with, the inducement award exception under Section 303A.08 of the New York Stock Exchange Listed Company Manual. Accordingly, stockholder approval of the Inducement Plan is not required, and awards under the Inducement Plan will be granted outside of the Company’s stockholder-approved 2021 Omnibus Incentive Plan.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The Company incorporates by reference the following documents that the Company has previously filed with the Commission:
| 1. | The Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025, filed with the Commission on March 19, 2026 (the “Annual Report”); | |
| 2. | The portions of the Company’s Definitive Proxy Statement on Schedule 14A (other than information furnished rather than filed) that are incorporated by reference into the Annual Report, filed with the Commission on April 30, 2026; | |
| 3. | The Company’s Quarterly Reports on Form 10-Q for the quarters ended March 31, 2026 and June 30, 2026, filed with the Commission on May 11, 2026 and August 10, 2026, respectively; | |
| 4. | The Company’s Current Reports on Form 8-K filed with the Commission on August 17, 2026, June 25, 2026, June 4, 2026, April 30, 2026, April 20, 2026, March 24, 2026, March 2, 2026, January 20, 2026, January 20, 2026 and January 12, 2026 and its Current Reports on Form 8-K/A filed with the Commission on August 7, 2026 and July 16, 2026; and | |
| 5. | The description of the Company’s Class A Common Stock contained in Exhibit 99.1 to the Company’s Current Report on Form 8-K filed on November 3, 2025, including any amendment or report filed for the purpose of updating such description. | |
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All documents filed by the Company with the Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act on or after the date of this Registration Statement and prior to the filing of a post-effective amendment to this Registration Statement that indicates that all securities offered have been sold or that deregisters all securities then remaining unsold shall be deemed to be incorporated by reference in this Registration Statement and to be part hereof from the date of filing of such documents; provided, however, that documents or information deemed to have been furnished and not filed in accordance with the rules of the Commission (including, without limitation, information furnished under Item 2.02 or Item 7.01 of Current Reports on Form 8-K and the exhibits related to such items furnished under Item 9.01) shall not be deemed incorporated by reference into this Registration Statement.
Any statement contained in this Registration Statement, or in a document incorporated or deemed to be incorporated by reference herein, shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any subsequently filed document which also is incorporated or deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.
Item 6. Indemnification of Directors and Officers.
Section 145 of the Delaware General Corporation Law (“DGCL”) authorizes a corporation’s board of directors to grant, and authorizes a court to award, indemnity to officers, directors and other corporate agents.
The Company’s Certificate of Incorporation contains provisions that limit the liability of the Company’s directors and officers for monetary damages to the fullest extent permitted by the DGCL. Consequently, the Company’s directors and officers will not be personally liable to the Company or its stockholders for monetary damages for any breach of fiduciary duties as directors and officers, except liability for the following:
| • | any breach of their duty of loyalty to the Company or its stockholders; |
| • | any act or omission not in good faith or that involves intentional misconduct or a knowing violation of law; |
| • | unlawful payments of dividends or unlawful stock repurchases or redemptions as provided in Section 174 of the DGCL (in the case of directors only); |
| • | any action by or in the right of the Company (in the case of officers only); or |
| • | any transaction from which they derived an improper personal benefit. |
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Any amendment, repeal or elimination of these provisions will not eliminate or reduce the effect of these provisions in respect of any act, omission or claim that occurred or arose prior to that amendment, repeal or elimination. If the DGCL is amended to provide for further limitations on the personal liability of directors and officers of corporations, then the personal liability of the Company’s directors and officers will be further limited to the greatest extent permitted by the DGCL.
In addition, the Company’s Amended and Restated Bylaws (“By-Laws”) provide that the Company will indemnify its directors and officers, and may indemnify its employees, agents and any other persons, to the fullest extent permitted by the DGCL. The Company’s By-Laws also provide that the Company must advance expenses incurred by or on behalf of a director or officer in advance of the final disposition of any action or proceeding, subject to limited exceptions.
Further, the Company has entered into or will enter into indemnification agreements with each of its directors and executive officers that may be broader than the specific indemnification provisions contained in the DGCL. These indemnification agreements require the Company, among other things, to indemnify its directors and executive officers against liabilities that may arise by reason of their status or service. These indemnification agreements also require the Company to advance all expenses reasonably and actually incurred by the directors and executive officers in investigating or defending any such action, suit or proceeding. The Company believes that these agreements are necessary to attract and retain qualified individuals to serve as directors and executive officers.
The limitation of liability and indemnification provisions included in the Company’s Certificate of Incorporation, By-Laws and the indemnification agreements that the Company has entered into or will enter into with its directors and executive officers may discourage stockholders from bringing a lawsuit against the Company’s directors and executive officers for breach of their fiduciary duties. They may also reduce the likelihood of derivative litigation against the Company’s directors and executive officers, even though an action, if successful, might benefit the Company and its stockholders. Further, a stockholder’s investment may be adversely affected to the extent that the Company pays the costs of settlement and damage awards against directors and executive officers as required by these indemnification provisions.
The Company has obtained insurance policies under which, subject to the limitations of the policies, coverage is provided to the Company’s directors and executive officers against loss arising from claims made by reason of breach of fiduciary duty or other wrongful acts as a director or executive officer, including claims relating to public securities matters, and to the Company with respect to payments that may be made by the Company to these directors and executive officers pursuant to the Company’s indemnification obligations or otherwise as a matter of law.
Certain of the Company’s non-employee directors may, through their relationships with their employers, be insured and/or indemnified against certain liabilities incurred in their capacity as members of the board of directors.
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Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers, or persons controlling the Company pursuant to the foregoing provisions, the Company has been informed that, in the opinion of the Commission, such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.
Item 8. Exhibits.
EXHIBIT INDEX
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| 23.5* | Consent of Sullivan & Cromwell LLP (included in Exhibit 5.1). | |
| 24.1* | Power of Attorney (included on signature page). | |
| 107* | Filing Fee Table. | |
| * | Filed herewith. |
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Item 9. Undertakings.
| (a) | The undersigned registrant hereby undertakes: |
| (1) | to file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: |
| (i) | to include any prospectus required by Section 10(a)(3) of the Securities Act; |
| (ii) | to reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in the volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Securities and Exchange Commission, or the Commission, pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and |
| (iii) | to include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement; provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934, as amended, or the Exchange Act, that are incorporated by reference in the registration statement. |
| (2) | that, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. |
| (3) | to remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. |
| (4) | that, for purposes of determining any liability under the Securities Act, each filing of the registrant’s annual report pursuant to Section 13(a) or 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. |
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| (b) | Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue. |
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Pursuant to the requirements of the Securities Act, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on the 20th day of October, 2026.
| BAKKT, INC. | ||
| By: | /s/ Akshay Naheta | |
| Akshay Naheta | ||
| Chief Executive Officer and Director | ||
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POWER OF ATTORNEY AND SIGNATURES
KNOW ALL BY THESE PRESENT, that each individual whose signature appears below hereby constitutes and appoints each of Akshay Naheta, Marc D’Annunzio and Matt White, and each or any one of them, as such person’s true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for such person in such person’s name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement on Form S-8, and to file the same, with all exhibits thereto, and all documents in connection therewith, with the SEC granting unto each said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as such person might or could do in person, hereby ratifying and confirming all that any said attorney-in-fact and agent, or any substitute or substitutes of any of them, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities and on the 20th day of October, 2026.
| Signature |
Title | |
| /s/ Akshay Naheta Akshay Naheta |
Chief Executive Officer and Director (Principal Executive Officer) | |
| /s/ Matt White Matt White |
Chief Financial Officer (Principal Financial Officer) | |
| /s/ Joseph Henderson Joseph Henderson |
Chief Accounting Officer (Principal Accounting Officer) | |
| /s/ Sean Collins Sean Collins |
Chair of the Board of Directors | |
| /s/ Madelyn Alden Schwartzer Madelyn Alden Schwartzer |
Director | |
| /s/ Michael Alfred Michael Alfred |
Director | |
| /s/ Colleen Brown Colleen Brown |
Director | |
| /s/ Richard Galvin Richard Galvin |
Director | |
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