Bakkt I (BKKT) Proxy Filing summary

Executive summary

• A special meeting is scheduled for March 24, 2026, to approve the issuance of Class A Common Stock for the acquisition of Distributed Technologies Research Global Ltd. (DTR).

• The acquisition will be completed by issuing shares equal to 31.5% of the outstanding Class A Common Stock, subject to adjustments for warrants, options, and DTR indebtedness.

• The transaction is structured as an all-stock deal, with no cash consideration, and is subject to NYSE shareholder approval rules.

• A Special Committee of independent directors negotiated the terms, and a fairness opinion was provided by Kroll (Duff & Phelps), concluding the consideration is fair from a financial perspective.

• The Board, with the CEO recused, unanimously recommends voting in favor of the proposals.

Voting matters and shareholder proposals

• Proposal 1 seeks approval for the issuance of shares to DTR holders, including the CEO, in accordance with NYSE rules 312.03(b), (c), and (d).

• Proposal 2 seeks approval to adjourn the meeting if more time is needed to solicit votes.

• Voting support agreements have been executed by directors, officers, and major shareholders representing 36.1% of outstanding shares.

• The Special Committee and Board recommend voting FOR both proposals.

Board of directors and corporate governance

• The Special Committee, composed entirely of independent directors, was delegated full authority to negotiate and approve the transaction.

• The CEO, who is also the principal owner of DTR, recused himself from all deliberations and votes related to the transaction.

• The Board and Special Committee considered extensive strategic alternatives before determining the DTR acquisition was the only viable option.