UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 OR 15(d)
of The Securities Exchange Act of 1934
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| Item 1.01 | Entry into a Material Definitive Agreement. |
On November 10, 2021, Bakkt Opco Holdings, LLC (“Opco”), which is controlled and partially owned by Bakkt Holdings, Inc. (the “Company”), entered into a transition services agreement (the “Transition Services Agreement”), pursuant to which Opco and Intercontinental Exchange Holdings, Inc. (“ICE”) have agreed to transition away from ICE providing certain services to Opco, including technology and data center services, which historically have been provided under that certain intercompany services agreement (the “Intercompany Services Agreement”), by and between Opco and ICE. The Transition Services Agreement amended, replaced and superseded the Intercompany Services Agreement. The Transition Services Agreement is expected to remain in place through June 2023, with the possibility to be extended until December 30, 2023.
ICE owns a significant amount of the Company’s common stock, and the Company has certain contractual arrangements in place with ICE and its affiliates. For more information, please see the Company’s Current Report on Form 8-K filed on October 21, 2021.
The foregoing description of the Transition Services Agreement is qualified in its entirety by the full text of the Transition Services Agreement, a copy of which is attached hereto as Exhibit 10.1 and incorporated herein by reference.
| Item 2.02 | Results of Operations and Financial Condition. |
On November 12, 2021, the Company issued a press release, a copy of which is attached hereto as Exhibit 99.1 and incorporated herein by reference, announcing the financial results for Opco for the quarter ended September 30, 2021, achieved prior to the business combination among the Company, Opco and certain other parties, which was consummated on October 15, 2021.
The information in this Item 2.02, including the Exhibit 99.1 attached hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of such section, nor shall it be deemed incorporated by reference in any filing under the Exchange Act or the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit No. |
Description | |
| 10.1† | Transition Services Agreement dated November 10, 2021 by and between Bakkt Opco Holdings, LLC and Intercontinental Exchange Holdings, Inc. | |
| 99.1 | Press Release, dated November 12, 2021. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
| † | Schedules and exhibits to this agreement have been omitted pursuant to Item 601(b)(2) of Regulation S-K. A copy of any omitted schedule and/or exhibit will be furnished to the SEC upon request. |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.
Dated: November 12, 2021
| BAKKT HOLDINGS, INC. | ||
| By: | /s/ Gavin Michael | |
| Name: Gavin Michael | ||
| Title: Chief Executive Officer | ||
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