Bakkt I (BKKT) Proxy filing summary

Executive summary

• Amendment supplements the definitive proxy statement for a special meeting on March 24, 2026, addressing recent shareholder lawsuits and demand letters alleging incomplete or misleading disclosures regarding financial projections and transaction background.

• Supplemental disclosures are provided to moot litigation claims and clarify transaction details, without admitting legal necessity or materiality.

• Forward-looking statements highlight risks and uncertainties related to the proposed acquisition, integration, regulatory environment, and digital asset strategy.

Voting matters and shareholder proposals

• The Issuance Proposal seeks approval for the issuance of new Class A Common Stock as consideration for the acquisition, which will dilute current shareholders’ ownership and may impact book value and earnings per share.

• If approved, up to 41,275,208 shares could be outstanding post-transaction, with Consideration Shares representing about 26% of voting power.

Board of directors and corporate governance

• The Purchase Agreement restricts the Board from dissolving or diminishing the authority of the Special Committee without its consent.

• A new Special Committee was formed in June 2025, composed of independent directors, with full authority over DTR-related transactions and the power to veto such deals.