If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. Checkbox not checked

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).






SCHEDULE 13D




Comment for Type of Reporting Person:
Row 7, 9 and 11. Comprised of (i) 1,087,151 shares of Class A common stock, par value $0.0001 per share ("Class A Common Stock"), of Bakkt Holdings, Inc. (the "Issuer"), (ii) options to acquire 1,308,725 shares of Class A Common Stock (the "Reporting Person Options", as further described below) and (iii) 803,856 shares of Class A Common Stock relating to performance-based restricted stock units that vest upon the attainment of stock price metrics (the "PSUs", as further described below). Each share of Class A Common Stock carries one vote per share. Does not include any shares of Class A Common Stock issuable to the Reporting Person pursuant to the Share Purchase Agreement, dated as of January 11, 2026 (the "Share Purchase Agreement"), by and among Bakkt Opco Holdings, LLC, a wholly owned subsidiary of the Issuer, the Issuer, Distributed Technologies Research Global Ltd. ("DTR") and the Reporting Person, which shares have not yet been issued and are subject to the satisfaction or waiver of certain closing conditions. Row 8 and 10. Pursuant to the Share Purchase Agreement, the Reporting Person has entered into a Voting and Support Agreement (as defined below) with respect to the shares of Class A Common Stock currently owned by him, but such Voting and Support Agreement does not confer shared voting or dispositive power within the meaning of Rule 13d-3. Row 13. The percentages reported in this Schedule 13D are based upon 27,633,178 shares of Class A Common Stock outstanding comprised of (i) 25,520,597 shares of Class A Common Stock outstanding as of January 13, 2026 (according to the Issuer's transfer agent), (ii) 1,308,725 shares of Class A Common Stock issuable upon the exercise of the Reporting Person Options and (iii) 803,856 shares of Class A Common Stock related to PSUs. Amendment No. 2 to Schedule 13D This Amendment No. 2 to Schedule 13D (this "Amendment No. 2") amends and supplements the initial Schedule 13D filed by Mr. Akshay Sudhir Naheta with the Securities and Exchange Commission (the "SEC") on November 7, 2025 (the "Original Filing"), as previously amended by Amendment No. 1 to the Original Filing filed by the Reporting Person on November 18, 2025 (the "Amendment No. 1"). This Amendment No. 2 amends and supplements the Original Filing and the Amendment No. 1 as specifically set forth herein and is being filed to report material changes to the information previously disclosed, including the Reporting Person's entry into the Share Purchase Agreement, providing for the issuance of shares of Class A Common Stock to the Reporting Person, subject to the satisfaction or waiver of certain closing conditions. Except as expressly amended hereby or by Amendment No. 1, the Original Filing remains unchanged. All capitalized terms contained herein but not otherwise defined shall have the meanings ascribed as such terms in the Original Filing. Information given in response to each item shall be deemed incorporated by reference in all other items, as applicable.


SCHEDULE 13D


 
Akshay Sudhir Naheta
 
Signature:/s/ Akshay Sudhir Naheta
Name/Title:Akshay Sudhir Naheta
Date:01/13/2026