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Form SCHEDULE 13D/A Bakkt, Inc. Filed by: Intercontinental Exchange, Inc.

May 4, 2026 7:03 PM





If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).




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SCHEDULE 13D




Comment for Type of Reporting Person:
The amount listed in Rows 8, 10 and 11 includes 461,360 shares (the "Replacement Warrant Shares") of Class A common stock, par value $0.0001 per share ("New Class A Common Stock"), of Bakkt, Inc. (the "Issuer"), underlying the Replacement Warrants (as defined in Item 6 of the Amended Schedule 13D). The Reporting Persons will not have the power to vote the Replacement Warrant Shares unless, and to the extent, Intercontinental Exchange Holdings, Inc. ("ICEH"), a wholly owned subsidiary of Intercontinental Exchange, Inc. ("ICE"), exercises its right to acquire Replacement Warrant Shares in accordance with the terms of the Replacement Warrants. The percentage calculated in Row 13 is based on a total of 41,878,871 shares of New Class A Common Stock outstanding, comprised of (i) 30,562,096 shares outstanding as of March 11, 2026, as reported in the Issuer's Annual Report on Form 10-K filed with the Securities and Exchange Commission (the "SEC") on March 19, 2026, and (ii) 11,316,775 shares issued on April 30, 2026, as reported in the Issuer's Current Report on Form 8-K filed with the SEC on April 30, 2026.


SCHEDULE 13D




Comment for Type of Reporting Person:
The amount listed in Rows 8, 10 and 11 includes 461,360 Replacement Warrant Shares underlying the Replacement Warrants. The percentage calculated in Row 13 is based on a total of 41,878,871 shares of New Class A Common Stock outstanding, comprised of (i) 30,562,096 shares outstanding as of March 11, 2026, as reported in the Issuer's Annual Report on Form 10-K filed with the SEC on March 19, 2026, and (ii) 11,316,775 shares issued on April 30, 2026, as reported in the Issuer's Current Report on Form 8-K filed with the SEC on April 30, 2026.


SCHEDULE 13D


INTERCONTINENTAL EXCHANGE, INC.
Signature:/s/ Andrew J. Surdykowski
Name/Title:Andrew J. Surdykowski, General Counsel
Date:05/04/2026
Intercontinental Exchange Holdings, Inc.
Signature:/s/ Andrew J. Surdykowski
Name/Title:Andrew J. Surdykowski, General Counsel
Date:05/04/2026

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