Bakkt Announces $40 Million Registered Direct Offering with Institutional Investors and $10 Million Concurrent Registered Direct Offering

The Class 1 warrants and Class 2 warrants contain customary adjustment, assumption or cash-out provisions in the event of a sale of the company.As part of the concurrent offerings, ICE has entered into a voting support agreement with Bakkt, pursuant to which ICE has agreed to vote in favor of proposals that would allow Bakkt to issue the remaining shares and the shares underlying the accompanying warrants in the ICE Offering and the shares of Class A common stock issuable under the alternative cashless exercise provision of the Class 2 warrants.Keefe, Bruyette & Woods, a Stifel Company, acted as the exclusive placement agent for the Third-Party Offering.Aggregate gross proceeds from the closing of the Third-Party Offering and the first closing of the ICE Offering are expected to be approximately $42.4 million, before deducting fees and expenses payable by Bakkt, including $2.4 million of placement agent fees for the Third-Party Offering. 333-271361) previously filed with the Securities and Exchange Commission (the "SEC"), which was declared effective on February 14, 2024. In addition, copies of the prospectus supplement and accompanying base prospectus relating to the Third-Party Offering may be obtained from Keefe, Bruyette & Woods, Inc., 787 Seventh Ave., 4th Floor, New York, New York 10019, Attention: Equity Capital Markets (telephone: (800) 966-1559, or email: kbwsyndicatedesk@kbw.com).This press release does not constitute an offer to sell, or the solicitation of an offer to buy, any securities referred to in this press release, nor will there be any sale of any such securities, in any state or other jurisdiction in which such offer, sale or solicitation would be unlawful prior to registration or qualification under the securities laws of such state or jurisdiction.Founded in 2018, Bakkt builds solutions that enable our clients to grow with the crypto economy. Through institutional-grade custody, trading, and onramp capabilities, our clients leverage technology thats built for sustainable, long-term involvement in crypto.This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Unless otherwise required by law, we undertake no obligation to update any forward-looking statements made in this press release to reflect events or circumstances after the date of this press release or to reflect new information or the occurrence of unanticipated events.