Stockholders’ Equity | Stockholders’ Equity Preferred Stock We are authorized to issue 1,000,000 shares of preferred stock with a par value of $0.0001 per share. The holders of a series of preferred stock shall be entitled only to such voting rights as shall expressly be granted thereto by the Certificate of Incorporation (including any certificate of designation relating to such series of preferred stock). As of June 30, 2022, no shares of preferred stock have been issued. Common Stock Class A Common Stock We are authorized to issue 750,000,000 shares with a par value of $0.0001 per share. Each holder of Class A common stock is entitled to one vote for each share of Class A common stock held of record by such holder on all matters on which stockholders generally or holders of Class A common stock as a separate class are entitled to vote, including the election or removal of directors (whether voting separately as a class or together with one or more classes of our capital stock). As of June 30, 2022, there were 75,343,724 shares of Class A common stock issued and outstanding. Dividends Subject to preferences that may be applicable to any outstanding preferred stock, the holders of shares of Class A common stock are entitled to receive ratably such dividends, if any, as may be declared from time to time by our Board out of funds legally available therefor. Liquidation In the event of any voluntary or involuntary liquidation, dissolution or winding up of our affairs, the holders of Class A common stock are entitled to share ratably in all assets remaining after payment of our debts and other liabilities, subject to prior distribution rights of preferred stock or any class or series of stock having a preference over the Class A common stock, then outstanding, if any. Class V Common Stock We are authorized to issue 250,000,000 shares with par value $0.0001 per share. These shares have no economic value but entitle the holder to one vote per share. Each Opco common unit, when coupled with one share of our Class V common stock is referred to as a “Paired Interest.” Paired Interests may be exchanged for one share of our Class A common stock or a cash amount in accordance with the Third Amended and Restated Limited Liability Company Agreement of Opco and the Amended and Restated Exchange Agreement. Holders of Paired Interests become eligible on April 16, 2022 under the Exchange Agreement, dated October 15, 2021, to exchange their Paired Interests for Class A common stock or, at our election, cash in lieu thereof. As of June 30, 2022, there were 188,438,938 shares of Class V common stock issued and outstanding. Following the expiration of the six Dividends Dividends shall not be declared or paid on the Class V common stock. Liquidation In the event of any voluntary or involuntary liquidation, dissolution or winding up of our affairs, the holders of Class V common stock shall not be entitled to receive any of our assets. Restrictions In the event that any outstanding share of Class V common stock ceases to be held directly or indirectly by a holder of a Opco common units, such share will automatically be transferred to us and cancelled for no consideration. We will not issue additional shares of Class V common stock after the effectiveness of the Certificate of Incorporation other than in connection with the valid issuance or transfer of Opco common units in accordance with Opco’s Third Amended and Restated Limited Liability Company Agreement (the “LLC Agreement”). Noncontrolling Interest Bakkt Holdings, Inc. is the sole managing member of Opco and, as a result, consolidates the financial results of Opco. The Company reports a noncontrolling interest representing the economic interest in Opco held by the other members of Opco. Each Opco common unit, when coupled with one share of our Class V common stock is referred to as a “Paired Interest.” Paired Interests may be exchanged for one share of our Class A common stock or redeemed for a cash amount in accordance with the Third Amended and Restated Limited Liability Company Agreement of Opco and the Amended and Restated Exchange Agreement. In connection with any redemption or exchange, the Company will receive a corresponding number of Opco common units, increasing the Company's total ownership interest in Opco. Changes in our ownership interest in Opco while we retain a controlling interest in Opco will be accounted for as equity transactions. As such, future redemptions or direct exchanges of Opco common units by the noncontrolling members of Opco will result in a change in ownership and reduce the amount recorded as noncontrolling interest and increase additional paid-in capital. The following table summarizes the ownership interest in Bakkt Opco Holdings, LLC as of June 30, 2022 and December 31, 2021. June 30, 2022 December 31, 2021 Opco Ownership % Opco Ownership % Opco common units held by Bakkt Holdings, Inc. (Class A Common Stock) 75,343,724 29 % 57,164,388 22 % Opco common units held by noncontrolling interest holders (Class V Common Stock) 188,438,938 71 % 206,271,792 78 % Total Opco common units outstanding 263,782,662 100 % 263,436,180 100 % The weighted average ownership percentages for the applicable reporting periods are used to attribute net loss and other comprehensive loss to Bakkt Holdings, Inc. and the noncontrolling interest holders. The noncontrolling interest holders' weighted average ownership percentage for the three and six months ended June 30, 2022 was 72.5% and 75.2%, respectively. The following table summarizes the effects of changes in ownership of Bakkt Opco Holdings, LLC on the Company's equity during the three and six months ended June 30, 2022 (in thousands). Successor Three Months Ended Six Months Ended Net loss attributable to Bakkt Holdings, Inc. $ (3,897) $ (11,026) Other comprehensive loss: Unrealized loss on foreign currency translation adjustment (105) (64) Unrealized losses on available-for-sale securities (4) (4) Transfers from noncontrolling interests: Increase in additional paid-in capital as a result of the exchange of Opco common units 152,235 152,235 Total effect of changes in ownership interest on equity attributable to Bakkt Holdings, Inc. $ 148,229 $ 141,141 The following table summarizes redemptions of Opco common units activity during the three and six months ended June 30, 2022. There were no exchanges prior to the expiration of the six-month lock-up period on April 16, 2022. Successor Three Months Ended Six Months Ended Exchanges of Opco common units: Number of Opco common units exchanged by noncontrolling interest holders 17,554,639 17,554,639 Opco common units received by Bakkt Holdings, Inc. 17,554,639 17,554,639 Issuance of Class A common stock: Shares of Class A common stock issued in connection with exchanges of Opco common units 17,554,639 17,554,639 Cancellation of Class V common stock: Shares of Class V common stock surrendered and canceled 17,554,639 17,554,639 Members’ Equity Prior to the Business Combination, Opco had three classes of voting units – Class A, Class B and Class C voting units – and incentive units granted under the Opco Incentive Equity Plan (the “Opco Plan”) (Note 10). In connection with the Business Combination, the Opco equity holders converted 400,000,000 Opco Class A voting units, 192,453,454 Opco Class B voting units, and 270,270,270 Opco Class C voting units to 189,933,286 shares of Class V common stock on a pro rata basis. Additionally, we issued 17,473,362 shares of Class V common stock related to the outstanding Opco incentive units. Issuance of Class B Warrant On February 19, 2020, Opco issued a warrant to a strategic partner to purchase 15,000,000 of Opco’s Class B voting units (“Class B Warrant”), at an exercise price of $1.00 per unit, exercisable upon issuance, that expires 3 years from issuance. On April 6, 2021, the strategic partner elected to net exercise its Class B Warrant in exchange for 9,953,454 of Class B voting units. Issuance of Class C Warrant In May, 2020, Opco issued a warrant to a minority investor to purchase 3,603,600 of Opco’s Class C voting units (“Class C Warrant”), at an exercise price of $1.11 per unit. Refer to Note 10 to our consolidated financial statements included in our Form 10-K where the Class C Warrant is described in detail. In connection with the Business Combination, the modified warrant units automatically converted into the right to purchase 793,352 Paired Interests in Opco at an exercise price of $5.04 per Paired Interest. As of June 30, 2022, 172,055 modified warrant units have vested but have not been exercised, and the remaining 621,297 warrant units have not vested or been exercised. As of June 30, 2021, no warrant units had vested or been exercised. No expenses were recorded during the three and six months ended June 30, 2022 and 2021, since the service conditions were not probable of being met in those periods. |