Bakkt details DTR acquisition and pro forma impact (BKKT 8-K/A filing)

Bakkt Holdings, Inc. (NYSE: BKKT) has filed an amended Current Report on Form 8-K/A with the U.S. Securities and Exchange Commission, providing audited consolidated financial statements for Distributed Technologies Research Global Ltd. (DTR) and unaudited pro forma combined financial information for the acquisition that closed on April 30, 2026.

The filing, dated June 29, 2026, replaces the initial 8-K filed on April 30. It includes DTR’s audited financial statements for the year ended December 31, 2025, and unaudited statements for the three months ended March 31, 2026. Bakkt acquired 100% of DTR through its indirect subsidiary Bividen Limited in exchange for 11,316,775 shares of Bakkt Class A common stock, valued at approximately $97.5 million based on the April 30 closing price of $8.62 per share. Up to 725,592 additional shares may be issuable upon exercise of certain outstanding warrants.

The transaction is a related-party acquisition because DTR is controlled by Akshay Naheta, Bakkt’s Chief Executive Officer. It was reviewed and approved by a Special Committee of Bakkt’s independent Board of Directors.

DTR, a Cyprus-based fintech software group, reported revenue of just €41,909 for Q1 2026 and generated a net loss of €1.28 million for the period. For full-year 2025, DTR posted revenue of €0 and a net loss of €8.44 million, largely driven by an amount receivable written off of €3.02 million and operating expenses of €5.42 million. The group’s assets totaled €5.11 million as of March 31, 2026, including €3.69 million in goodwill.

The pro forma condensed combined financial statements reflect the acquisition as if it occurred on January 1, 2025. For the year ended December 31, 2025, pro forma net loss attributable to Bakkt is approximately $122.5 million, compared to Bakkt’s historical net loss of $107.2 million (excluding noncontrolling interest). The addition of DTR’s losses and amortization of $5.72 million in acquired intangible assets contributed to the larger pro forma loss. For Q1 2026, pro forma net loss is $14.6 million versus Bakkt’s standalone loss of $11.7 million.

The purchase price allocation is preliminary, with $20.69 million allocated to identifiable intangible assets including developed technology and customer relationships. The remaining excess is recorded as goodwill. Bakkt expects to finalize the allocation within one year of the closing date.