Bakkt’s Single-Class Stock Shift Targets Enhanced Transparency and Growth

Streamlining Capital Structure to Unlock Institutional Access

Bakkt Holdings, Inc. has announced a bold plan to eliminate its complex Up-C (umbrella partnership-C corporation) structure and transition to a single class of common stock under a new holding company by November 2025. Every share of current Class A and Class V common stock will be exchanged one-for-one into NewCo common shares, effectively consolidating ownership and voting rights across the board.

The move signals Bakkt’s effort to clear the way for greater institutional investment. According to CEO Akshay Naheta, while the Up-C framework was initially helpful in preserving tax benefits for pre-IPO stakeholders, it has gradually limited the company’s access to broader institutional capital. The proposed transition, the company says, is designed to enhance transparency, simplify governance, and align shareholder interests—all of which are crucial for attracting new investment and supporting future expansion.

Unified Share Class Aims to Level the Playing Field for Investors

The key change in this restructuring is that all investors will own the same class of shares with identical economic and voting rights. This shift replaces the dual-class setup, where certain pre-IPO investors held special Class V shares with differing rights and privileges.

With this streamlined structure, Bakkt hopes to shed any perceived barriers for major funds or index inclusion, further fueling liquidity and institutional participation. It also ensures governance reflects the interests of all shareholders equally—a trait increasingly sought by both passive and active investors in today’s market.

Broader Transformation Underway: Operational and Strategic Alignment

This structural overhaul isn’t happening in a vacuum. It builds on a series of Bakkt’s ongoing efforts to optimize operations, innovate new products, and strengthen its institutional readiness. The company describes these as critical steps on the road to a "full transformation" by the end of 2025, underpinned by commitments to efficiency and scalability.

Founded in 2018 and focused on providing institutional-grade infrastructure for digital assets, Bakkt’s mission centers around enabling Bitcoin custody, tokenization, stablecoin payments, and AI-powered finance tools—all while operating within the regulatory guardrails expected by global institutions.

What Investors Should Watch: Risks and Execution

Bakkt’s forward-looking plans aren’t without risks. The company highlights several challenges ahead—including successfully executing the reorganization on schedule, navigating evolving crypto regulation, and weathering volatility in digital asset prices and liquidity. There are also technology, compliance, and security hurdles as Bakkt scales its digital asset treasury operations and continues product launches.

Investors should also keep in mind the macro risks listed in Bakkt’s SEC filings: from broader crypto market shifts to the ability to attract and keep commercial partnerships, and the practical challenges of integrating new services and asset classes.

Takeaway: Capital Structure Simplification Could Set the Stage for Institutional Growth

If Bakkt completes this planned transition as scheduled, the result will be a more transparent, accessible, and institutionally friendly public company. The changes not only promise equal footing for all investors but could unlock the broader participation Bakkt needs to support its ambitions in the fast-evolving digital asset ecosystem. As the closing target of November 2025 approaches, shareholders and market watchers may want to keep a close eye on Bakkt’s progress toward these ambitious goals—and any further developments in its push for institutional adoption.

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