# Bakkt, Inc. (BKKT-WT) — capital_return/recapitalization [pending]
Source: SEC API (secapi.ai) · situation sit_47239ba7158a2e43a39b · retrieved 2026-08-11T15:54:02.351Z

## Overview
Bakkt, Inc. is building next-generation financial infrastructure that enables institutional participation in the digital asset economy, spanning Bitcoin, tokenization, stablecoin payments, and AI-driven finance.

On January 11, 2026, Bakkt, Inc. (through its subsidiary Bakkt Opco Holdings, LLC) entered into a Share Purchase Agreement to acquire Distributed Technologies Research Global Ltd. (DTR) in exchange for equity consideration. Bakkt will issue shares of Class A Common Stock equal to 31.5% of the aggregate number of shares outstanding immediately prior to closing, plus the aggregate number of shares issuable upon full exercise or conversion of options, warrants or other convertible derivative securities outstanding immediately prior to closing (on an as-converted basis, excluding warrants to purchase Class A Common Stock). The transaction is subject to stockholder approval, with a special meeting scheduled for March 24, 2026. As of the record date (February 10, 2026), 25,761,710 shares of Class A Common Stock were outstanding; if the issuance is approved, approximately 34,976,178 shares will be outstanding, with the consideration shares representing approximately 26.4% of outstanding votes. The consideration shares may be adjusted based on DTR indebtedness and transaction expenses, and will be increased by 31.5% of any shares issued upon warrant exercise.

## Terms
- Counterparty: Distributed Technologies Research Global Ltd. · Consideration: stock · Stake: 31.5%

## Key dates
- Announced 2026-02-13 · Record 2026-02-10 · Vote 2026-03-24

## Timeline
- 2026-02-13 · DEFM14A (0001193125-26-051757): DEFM14A - Bakkt, Inc. — *Bakkt, Inc. is building next-generation financial infrastructure that enables institutional participation in the digital asset economy, spanning Bitcoin, tokenization, stablecoin payments, and AI-driven finance.* On January 11, 2026, Bakkt, Inc. (through its subsidiary Bakkt Opco Holdings, LLC) entered into a Share Purchase Agreement to acquire Distributed Technologies Research Global Ltd. (DTR) in exchange for equity consideration. Bakkt will issue shares of Class A Common Stock equal to 31.5% of the aggregate number of shares outstanding immediately prior to closing, plus the aggregate number of shares issuable upon full exercise or conversion of options, warrants or other convertible derivative securities outstanding immediately prior to closing (on an as-converted basis, excluding warrants to purchase Class A Common Stock). The transaction is subject to stockholder approval, with a special meeting scheduled for March 24, 2026. As of the record date (February 10, 2026), 25,761,710 shares of Class A Common Stock were outstanding; if the issuance is approved, approximately 34,976,178 shares will be outstanding, with the consideration shares representing approximately 26.4% of outstanding votes. The consideration shares may be adjusted based on DTR indebtedness and transaction expenses, and will be increased by 31.5% of any shares issued upon warrant exercise.
  https://www.sec.gov/Archives/edgar/data/1820302/0001193125-26-051757.txt

## Citations
- 0001193125-26-051757 — https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&type=&dateb=&owner=include&count=40&search_text=000119312526051757