Amendment No. 9 to Schedule 13D for Bakkt Holdings, Inc.
Intercontinental Exchange, Inc. (ICE) and Intercontinental Exchange Holdings, Inc. (ICEH) filed Amendment No. 9 to their Schedule 13D regarding their holdings in Bakkt Holdings, Inc. The amendment reports the entry into a Tax Receivable Agreement (TRA) Amendment, a Contribution Agreement, and an Up-C Collapse Waiver. These agreements are related to the planned Up-C Collapse, a reorganization that will eliminate Bakkt's umbrella partnership-C-corporation structure, making it a wholly owned subsidiary of a new holding company, NewCo. The Up-C Collapse is expected to be completed by November 14, 2025. The amendment also updates the aggregate percentage of common stock owned by ICE and ICEH due to dilution caused by Bakkt's issuance of additional shares of Class A Common Stock. ICEH has agreed not to transfer its acquired warrants until the earlier of the Up-C Collapse's completion or November 14, 2025.