ICE reduces Bakkt stake to 12.7%

TL;DR

ICE's stake in Bakkt is now 12.7% after filing an amendment.

AI Summary

Intercontinental Exchange, Inc. (ICE) filed an amendment to its Schedule 13D on March 4, 2024, regarding its beneficial ownership of Bakkt Holdings, Inc. ICE reported a decrease in its beneficial ownership of Bakkt's Class A common stock, now holding 12.7% of the outstanding shares, down from a previous holding. This filing is an amendment to a prior filing and does not represent a new acquisition or disposition of shares.

Why It Matters

This filing indicates a shift in Intercontinental Exchange's strategic stake in Bakkt, potentially signaling a reduced focus or a rebalancing of its investment portfolio.

Risk Assessment

Risk Level: medium — Changes in significant ownership stakes can impact a company's stock price and strategic direction, warranting a medium risk assessment.

Key Numbers

• 12.7% — Beneficial Ownership (Intercontinental Exchange, Inc.'s current stake in Bakkt Holdings, Inc.)

Key Players & Entities

• Intercontinental Exchange, Inc. (company) — Filing entity and significant shareholder
• Bakkt Holdings, Inc. (company) — Subject company
• 12.7% (percentage) — Current beneficial ownership of Bakkt Holdings, Inc. by Intercontinental Exchange, Inc.

FAQ

Key Financial Figures

• $0.0001 — ares of Class A common stock, par value $0.0001 per share (“ Class A Common Stock
• $0.8670 — Warrant ”) in the ICE Offering is $0.8670. The February 2024 Purchase Agreement
• $0.8669 — ed Warrant and accompanying Warrant was $0.8669. On March 4, 2024, ICEH acquired 2,762
• $2,394,661.80 — uo;) for an aggregate purchase price of $2,394,661.80 pursuant to the ICE Offering, concurren
• $1.0200 — The Warrants have an exercise price of $1.0200 per share, which will be payable in cas

Filing Documents

• ss3098627_sc13da.htm (SC 13D/A) — 115KB
• ss3098627_ex9915.htm (EX-99.15) — 170KB
• ss3098627_ex9916.htm (EX-99.16) — 43KB
• ss3098627_ex9917.htm (EX-99.17) — 94KB
• ss3098627_ex9918.htm (EX-99.18) — 97KB
• 0000947871-24-000253.txt ( ) — 520KB

Identity and Background

Item 2. Identity and Background. Schedules I and II to Item 2 of the Amended Schedule 13D are hereby amended and restated in their entirety as set forth in Schedules I and II attached hereto. (d) – (e) During the last five years, none of the Reporting Persons, and to the best of each such Reporting Person’s knowledge, none of the directors or executive officers of such Reporting Person listed in Schedules I and II hereto, have been: (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

Source and Amount of Funds or Other Consideration

Item 3. Source and Amount of Funds or Other Consideration.

of the Amended Schedule 13D is hereby supplemented and amended

Item 3 of the Amended Schedule 13D is hereby supplemented and amended to add the following information: The source of the funds for ICEH’s acquisition of securities of the Issuer at the Initial Closing (as defined in Item 6 of this Amendment) was the working capital of the Reporting Persons.

Purpose of Transaction

Item 4. Purpose of Transaction.

of the Amended Schedule 13D is hereby supplemented and amended

Item 4 of the Amended Schedule 13D is hereby supplemented and amended to add the information contained in Item 6 of this Amendment, which is incorporated by reference into this Item 4 as if fully set forth herein. 4

Interest in Securities of the Issuer

Item 5. Interest in Securities of the Issuer. Section (a) and Section (b) of Item 5 of the Amended Schedule 13D are hereby amended and restated in their entirety as follows: (a) and (b) The percentage of beneficial of 96,317,490 shares of Class A Common Stock and 179,883,479 shares of Class V Common Stock outstanding as of February 28, 2024, as reported in the Issuer’s prospectus supplements filed with the SEC on March 1, 2024 pursuant to Rule 424(b)(5), and 37,679,541 shares of Class A Common Stock issued on March 4, 2024 (which excludes 11,218,570 shares of Class A Common Stock underlying the Pre-Funded Warrants (as defined in Item 6 of this Amendment)), in connection with the Concurrent Offerings (as defined in Item 6 of this Amendment), based on information contained in the Issuer’s Current Report on Form 8-K filed with the SEC on March 4, 2024, and (ii) with respect to the securities beneficially owned by the Reporting Persons, 7,476,345 shares of Class A Common Stock and 170,079,462 shares of Class A Common Stock underlying the Paired Interests (consisting of 170,079,462 Bakkt Opco Common Units and 170,079,462 shares of Class V Common Stock) beneficially owned by the Reporting Persons immediately following the Initial Closing (as defined in Item 6 of this Amendment). The aggregate number and percentage of shares of Class A Common Stock and Class V Common Stock beneficially owned by the Reporting Persons, the number of shares as to which there is sole power to vote or to direct the vote, shared power to vote or to direct the vote, sole power to dispose or to direct the disposition, or shared power to dispose or to direct the disposition, are set forth on rows 7 through 11 and row 13 of the cover pages of this Amendment and are incorporated herein by reference. As of the date hereof, ICEH directly holds 7,476,345 share

Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

of the Amended Schedule 13D is hereby

Item 6 of the Amended Schedule 13D is hereby supplemented and amended to add: (i) the information contained in Item 5 of this Amendment, which is incorporated by reference into this

as if fully set forth herein; and (ii) the following information

Item 6 as if fully set forth herein; and (ii) the following information: Securities Purchase Agreement On February 29, 2024, ICEH entered into a securities purchase agreement (the “ February 2024 Purchase Agreement ”) with the Issuer pursuant to which the Issuer agreed to sell and issue to ICEH up to 11,534,025 shares of Class A Common Stock, Class 1 Warrants (the “ Class 1 Warrants ”) to purchase up to 5,767,012 shares of Class A Common Stock, and Class 2 Warrants (the “ Class 2 Warrants ”) to purchase up to 5,767,012 shares of Class A Common Stock in a registered direct offering (the “ ICE Offering ”). The purchase price of each share of Class A Common Stock and accompanying Class 1 Warrant or Class 2 Warrant (each, a “ Warrant ”) in the ICE Offering is $0.8670. The February 2024 Purchase Agreement was entered into concurrently with a securities purchase agreement (the “ Third-Party Purchase Agreement ” and, together with the February 2024 Purchase Agreement, the “ Purchase Agreements ”) entered into between the Issuer and certain institutional investors (the “ Third-Party Purchasers ”), pursuant to which the Issuer agreed to sell and issue to the Third-Party Purchasers specified numbers of shares of Class A Common Stock, Warrants and Pre-Funded Warrants (“ Pre-Funded Warrants ”) to purchase shares of Class A Common Stock in a concurrent registered direct offering (the “ Third-Party Offering ” and, together with the ICE Offering, the “ Concurrent Offerings ”). The purchase price of each share of Class A Common Stock and accompanying Warrant was $0.8670 and the purchase price of each Pre-Funded Warrant and accompanying Warrant was $0.8669. On March 4, 2024, ICEH acquired 2,762,009 shares of Class A Common Stock, Class 1 Warrants to purchase up to 1,381,004 shares of Class A Common Stock (the “ Initial Closing Class 1 Warrant

Materials to be Filed as Exhibits

Item 7. Materials to be Filed as Exhibits. Exhibit 99.1 * Joint Filing Agreement, dated as of October 21, 2021, by and among the Reporting Persons (incorporated by reference to Exhibit 99.1 to the Schedule 13D filed by the Reporting Persons with the SEC on October 21, 2021). Exhibit 99.2 Agreement and Plan of Merger (incorporated by reference to Exhibit 2.1 to the Issuer’s Current Report on Form 8-K filed on January 11, 2021). Exhibit 99.3 Amendment to Agreement and Plan of Merger (incorporated by reference to Exhibit 2.1 to the Issuer’s Current Report on Form 8-K filed on March 31, 2021). Exhibit 99.4 Amendment to Agreement and Plan of Merger (incorporated by reference to Exhibit 2.1 to the Issuer’s Current Report on Form 8-K filed on September 30, 2021). Exhibit 99.5 Certificate of Incorporation of the Issuer (incorporated by reference to Exhibit 3.1 to the Issuer’s Current Report on Form 8-K filed on October 21, 2021). Exhibit 99.6 Exchange Agreement (incorporated by reference to Exhibit 10.4 to the Issuer’s Current Report on Form 8-K filed on October 21, 2021). Exhibit 99.7 Amended and Restated Limited Liability Company Agreement (incorporated by reference to Exhibit 4.3 to the Issuer’s Current Report on Form 8-K filed on October 21, 2021). Exhibit 99.8 Voting Agreement (incorporated by reference to Exhibit 10.3 to the Issuer’s Current Report on Form 8-K filed on October 21, 2021). Exhibit 99.9 Stockholders Agreement (incorporated by reference to Exhibit 10.2 to the Issuer’s Current Report on Form 8-K filed on October 21, 2021). Exhibit 99.10 Registration Rights Agreement (incorporated by reference to Exhibit 10.1 to the Issuer’s Current Report on Form 8-K filed on October 21, 2021). Exhibit 99.11 Tax Receivable Agreement (incorporated by reference to Exhibit 10.5 to the Issuer’s Current Report on Form 8-K filed on October 21, 2021). Exhibit 99.12 * Amended and Restat

SIGNATURES

SIGNATURES After reasonable inquiry and to the best the undersigned’s knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct. Dated: March 4, 2024 Intercontinental Exchange, Inc. By: /s/ Andrew J. Surdykowski Name: Andrew J. Surdykowski Title: General Counsel Intercontinental Exchange Holdings, Inc. By: /s/ Andrew J. Surdykowski Name: Andrew J. Surdykowski Title: General Counsel [ Signature Page to Schedule 13D ] SCHEDULE I DIRECTORS AND EXECUTIVE OFFICERS OF INTERCONTINENTAL EXCHANGE, INC. The following table sets forth certain information with respect to the directors and executive officers of Intercontinental Exchange, Inc. The business address of each director and executive officer of Intercontinental Exchange, Inc. is 5660 New Northside Drive, Atlanta, Georgia 30328. Name Present Principal Occupation or Employment Citizenship Hon. Sharon Y. Bowen (Director) Chair of the New York Stock Exchange (NYSE), a subsidiary of Intercontinental Exchange, Inc. and member of governing boards of certain subsidiaries of Intercontinental Exchange, Inc., including the subsidiary boards of certain NYSE U.S. regulated exchanges. Co-chair of the NYSE Board Advisory Council. Member of the board of directors of each of Akamai Technologies, Inc. and Neuberger Berman Group LLC and the board of Bakkt Trust Company. United States Shantella E. Cooper (Director) Founder and Chief Executive Officer of Journey Forward Strategies, LLC. Member of the board of directors of SouthState Corporation and Southern Company. United States Duriya M. Farooqui (Director) Executive coach and mentor with The ExCo Group. Member of the Board of Directors of InterContinental Hotels Group PLC (IHG). Member of governing boards of certain subsidiaries of Intercontinental Exchange, Inc., including the subsidiary boards of certain NYSE U.S. regulated exchanges and ICE NGX Canada. Co-chai

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