Good afternoon, and welcome to Bakkt, Inc.'s reconvened special meeting of stockholders. This is Sean Collins, Chair of the Board of Directors of Bakkt, Inc. I will preside as chair of this meeting, which I now call to order. This meeting is a reconvened session of the special meeting of stockholders originally convened on March 24th, 2026, which was adjourned to today's date, April 17th, 2026, to allow additional time for stockholders to vote. No changes have been made to the record date or the proposals described in the proxy materials that were previously distributed to stockholders. Present with us virtually today for management, we have Karen Alexander, our Chief Financial Officer, Marc D'Annunzio, our General Counsel and Secretary, and Priya Patel, Senior Director and Counsel. Also with us virtually is Anna Agbert-Sito, a representative of Broadridge Financial Solutions, our inspector of election.
I'll now ask Mr. D'Annunzio to conduct the procedural components of this meeting. Thank you.
Thank you, Sean. Per the agenda in today's meeting, we will address and vote on the proposals described in the company's proxy statement dated February 13th, 2026. Following the vote, we will announce the preliminary results and then adjourn the formal meeting. The rules of conduct have been distributed and established to provide for an orderly and informative meeting. Thank you for your cooperation in following them. I have an affidavit certifying that notice of the original meeting was duly given and that the proxy materials for the meeting were distributed beginning on or about February 14th, 2026, to all stockholders of record as of the close of business on February 10th, 2026, which was the record date for the original meeting.
Note that because this is a continuation of the original meeting, no new notice is required, and the record date for determining stockholders entitled to notice of and to vote at this meeting remains February 10th, 2026. As of the record date, there were 25,761,710 shares of Bakkt's Class A common stock outstanding and entitled to vote on each proposal presented at this meeting. A complete list of the stockholders of record as of the record date has been prepared and certified by our registrar and transfer agent and is available for inspection during the time of the meeting by any stockholder present at the meeting. The inspector of election has advised me that we have present, virtually or by proxy, a sufficient number of shares to constitute a quorum necessary to proceed with this meeting.
As set forth in the notice of meeting, there are two proposals properly before this meeting today. The first proposal is to consider and vote upon a proposal to approve the issuance of a number of shares of the company's Class A common stock to the beneficial owners of the shares of Distributed Technologies Research Global Ltd., or DTR. This includes Akshay Naheta, our Chief Executive Officer, President, and a member of our Board, in accordance with Section 312.03 of the New York Stock Exchange Listed Company Manual.
The number of shares is equal to 31.5% of the aggregate number of shares of our Class A common stock that are issued and outstanding immediately prior to the closing of the DTR acquisition, plus the aggregate number of shares of the company's capital stock issuable upon full exercise or conversion of any options, warrants, or other convertible derivative securities that are outstanding immediately prior to closing on an as-converted basis, but excluding any warrants to purchase shares of the Class A common stock. We refer to this proposal as the Issuance Proposal. The second proposal is to consider and vote upon a proposal for an adjournment of this meeting, if necessary or appropriate, including but not limited to to solicit additional proxies if there are not sufficient votes at the time of this meeting to approve the Issuance Proposal. We refer to this proposal as the Adjournment Proposal.
Note that Bakkt's special committee, which is composed entirely of independent and disinterested directors, as well as the disinterested members of Bakkt's board of directors, each recommend that you vote in favor of each of these proposals. Turning to voting procedures, we will vote today by online vote and by proxy. If you previously voted via telephone or internet or by returning a proxy card and you do not intend to change your vote, it is not necessary to take further action as the vote you already cast will be counted. If you did not turn in a proxy or if you wish to change your vote, you should do so via the website you used to access this meeting. Any votes cast today will be counted in the final tally, along with the proxies previously received.
Upon the closing of the polls, no ballots, proxies, votes, or any revocations or changes will be accepted. It is now 1:05 P.M. Eastern Time, and the polls are open for voting. I will pause at this time to allow stockholders to vote online. To the extent you have any questions regarding the mechanics for submitting your vote, please enter them through the voting portal now. It is now 1:07 P.M. Eastern Time, and since everyone has had the opportunity to vote, the polls are now closed with respect to each matter to be voted on at this meeting. The independent inspector of election has provided me with a preliminary report of the votes cast by the appointed proxies. Based on the preliminary vote count and subject to final adjustment for any votes cast during the meeting, I can report that the Issuance Proposal has passed.
Further, as a result, we do not need to address the adjournment proposal. The inspector of election will conduct and validate a final count of all votes, and we will announce final results in a current report on Form 8-K to be filed within four business days of this meeting. I'll now hand it back to Sean Collins. Sean?
Thanks, Mark. This concludes the formal business of the meeting, and I declare the meeting adjourned. I'd like to sincerely express my appreciation to the stockholders who attended this meeting, as well as those who submitted their proxies but were unable to be present. Thank you very much, and enjoy the weekend, everyone. We're now done.
The conference is now concluded. Thank you for attending today's presentation. You may now disconnect