BKKT-WT · Bakkt Holdings, Inc.

The approval of the Issuance Proposal represents a pivotal step toward Bakkt’s acquisition of Distributed Technologies Research Global Ltd. (DTR), as it authorizes the issuance of new Class A Common Stock to DTR shareholders—including CEO Akshay Naheta—as partial consideration for the transaction. The proposal’s structure—31.5% of pre-Closing outstanding Class A shares plus all as-converted convertible securities—implies significant dilution to existing Bakkt shareholders, though the exact number of shares to be issued depends on the final capitalization of both companies at Closing. The vote occurred after an adjournment from March 24, 2026, indicating prior uncertainty about achieving quorum or support; its successful passage on April 17 confirms stockholder alignment behind the strategic rationale for the DTR acquisition. With Naheta holding dual roles as Bakkt’s chief executive and a DTR beneficial owner, the transaction raises governance considerations around related-party interests, though the filing states the proposal complies with NYSE Listing Rule 312.03(b)-(d). Because the Issuance Proposal is a prerequisite for closing the acquisition—and because the vote outcome directly enables execution of the deal—the event carries high materiality for investors assessing Bakkt’s future capital structure, strategic direction, and leadership alignment.