BAKKT HOLDINGS, INC. : Termination of a Material Definitive Agreement, Change in Directors or Principal Officers, Financial Statements and Exhibits (form 8-K)

Item 1.02 Termination of a Material Definitive Agreement.

The disclosure under Item 5.02 of this current report on Form 8-K is incorporated herein by reference.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors;

           Appointment of Certain Officers; Compensatory Arrangements of Certain
           Officers.

Adam White is departing as President of Bakkt Holdings, Inc. (the "Company"), effective as of December 31, 2021 (the "Separation Date"). Mr. White intends to pursue interests unrelated to the Company. However, following his separation, Mr. White will be available to the Company for strategic advice as needed.

The Company's Chief Executive Officer, Gavin Michael, will assume the additional title of President following Mr. White's separation.

In connection with Mr. White's departure, Bakkt, LLC, a subsidiary of the Company ("Bakkt LLC"), (1) terminated its Letter Agreement with Mr. White, and (2) entered into a separation agreement and general release with Mr. White (the "Separation Agreement"), pursuant to which 2,744,373 paired interests, comprised of 2,744,373 common units of Bakkt Opco Holdings, LLC and 2,744,373 shares of Class V common stock of the Company ("Paired Interests"), were deemed vested as of October 15, 2021. Under the Separation Agreement, the remainder of Paired Interests issued to Mr. White will be forfeited as of the Separation Date. The Separation Agreement also provides for, among other standard provisions, (i) a general release of claims against the Company, its affiliates, assets and representatives, and (ii) an obligation to cooperate with the Company in transitioning Mr. White's duties and responsibilities. The foregoing description is qualified in its entirety by reference to the Separation Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits



Exhibit
  No.       Description

10.1          Separation Agreement and General Release, dated as of December 20,
            2021, between Adam White and Bakkt, LLC

104         Cover Page Interactive Data File (embedded within the Inline XBRL
            document)

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