Bakkt I (BKKT) Proxy Filing summary

Executive summary

• Special meeting called to approve issuance of Class A Common Stock for the acquisition of Distributed Technologies Research Global Ltd. (DTR), representing 31.5% of outstanding shares prior to closing, plus adjustments for options and warrants, in compliance with NYSE rules.

• DTR provides digital payments infrastructure; the acquisition is expected to enhance technology, talent, and strategic positioning, especially for developing a “neobank.”

• The transaction was negotiated by a Special Committee of independent directors, with Akshay Naheta (CEO of both companies) recusing himself from deliberations and votes.

• Kroll (Duff & Phelps) provided a fairness opinion, concluding the consideration is fair from a financial point of view to shareholders (excluding Mr. Naheta).

Voting matters and shareholder proposals

• Proposal 1: Approve issuance of shares to DTR holders, including Mr. Naheta, in accordance with NYSE Rules 312.03(b), (c), and (d).

• Proposal 2: Approve adjournment of the special meeting if more time is needed to solicit votes.

• Voting support agreements executed by directors, officers, and major shareholders representing 35.7% of outstanding shares.

• Special Committee and Board (excluding Mr. Naheta) recommend voting FOR both proposals.

Board of directors and corporate governance

• Special Committee of independent, disinterested directors had full authority to negotiate and approve the transaction.

• Board and Special Committee considered strategic alternatives, including a prior extensive review (Project Blue), before determining the DTR acquisition was the best available option.

• Mr. Naheta recused himself from all deliberations and votes related to the transaction.