Bakkt Holdings, Inc. (NYSE:BKKT) announced today that it intends to eliminate its existing partnership-C corporation (“Up-C”) structure through a reorganization.
If completed, Bakkt will become a wholly owned subsidiary of a new holding company, which will be called Bakkt Holdings, Inc. (NewCo), will replace Bakkt as a publicly traded company and transition to a single class of common stock.
Upon completion of the reorganization, each share of Bakkt Class A common stock will be exchanged for one share of NewCo common stock. Under the proposed reorganization, the ownership rights held by Bakkt investors prior to the IPO will be dissolved and the shares of Bakkt Class V common stock will be replaced with shares of NewCo common stock.
Upon completion, all Bakkt shareholders will own common shares of NewCo, resulting in a consolidated share class with equal economic and voting rights for all shareholders and reflecting an improved 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, CEO of Bakkt. “While the Up-C framework initially preserved pre-IPO tax features, we believe that over time it limited Bakkt’s access to a wider universe of institutional investors. The transition to a single class structure enhances transparency, investability and scalability – aligning Bakkt’s governance with the long-term interests of all of the shareholders.”