<SEC-DOCUMENT>0000947871-25-000710.txt : 20250730
<SEC-HEADER>0000947871-25-000710.hdr.sgml : 20250730
<ACCEPTANCE-DATETIME>20250730194541
ACCESSION NUMBER:		0000947871-25-000710
CONFORMED SUBMISSION TYPE:	SCHEDULE 13D/A
PUBLIC DOCUMENT COUNT:		2
FILED AS OF DATE:		20250730
DATE AS OF CHANGE:		20250730

SUBJECT COMPANY:	

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			Bakkt Holdings, Inc.
		CENTRAL INDEX KEY:			0001820302
		STANDARD INDUSTRIAL CLASSIFICATION:	FINANCE SERVICES [6199]
		ORGANIZATION NAME:           	09 Crypto Assets
		EIN:				981550750
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		SCHEDULE 13D/A
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	005-91712
		FILM NUMBER:		251168798

	BUSINESS ADDRESS:	
		STREET 1:		10000 AVALON BOULEVARD, SUITE 1000
		CITY:			ALPHARETTA
		STATE:			GA
		ZIP:			30009
		BUSINESS PHONE:		678-534-5849

	MAIL ADDRESS:	
		STREET 1:		10000 AVALON BOULEVARD, SUITE 1000
		CITY:			ALPHARETTA
		STATE:			GA
		ZIP:			30009

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	VPC Impact Acquisition Holdings
		DATE OF NAME CHANGE:	20200805

FILED BY:		

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			Intercontinental Exchange, Inc.
		CENTRAL INDEX KEY:			0001571949
		STANDARD INDUSTRIAL CLASSIFICATION:	SECURITY & COMMODITY BROKERS, DEALERS, EXCHANGES & SERVICES [6200]
		ORGANIZATION NAME:           	09 Crypto Assets
		EIN:				000000000
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		SCHEDULE 13D/A

	BUSINESS ADDRESS:	
		STREET 1:		5660 NEW NORTHSIDE DRIVE,
		STREET 2:		THIRD FLOOR
		CITY:			ATLANTA
		STATE:			GA
		ZIP:			30328
		BUSINESS PHONE:		770-857-4700

	MAIL ADDRESS:	
		STREET 1:		5660 NEW NORTHSIDE DRIVE,
		STREET 2:		THIRD FLOOR
		CITY:			ATLANTA
		STATE:			GA
		ZIP:			30328

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	IntercontinentalExchange Group, Inc.
		DATE OF NAME CHANGE:	20130313

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	Intercontinental Exchange Group, Inc.
		DATE OF NAME CHANGE:	20130312
</SEC-HEADER>
<DOCUMENT>
<TYPE>SCHEDULE 13D/A
<SEQUENCE>1
<FILENAME>primary_doc.xml
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    <submissionType>SCHEDULE 13D/A</submissionType>
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    <coverPageHeader>
      <amendmentNo>8</amendmentNo>
      <securitiesClassTitle>Class A Common Stock</securitiesClassTitle>
      <dateOfEvent>07/28/2025</dateOfEvent>
      <previouslyFiledFlag>false</previouslyFiledFlag>
      <issuerInfo>
        <issuerCIK>0001820302</issuerCIK>
        <issuerCUSIP>05759B107</issuerCUSIP>
        <issuerName>Bakkt Holdings, Inc.</issuerName>
        <address>
          <com:street1>5900 Windward Parkway</com:street1>
          <com:street2>Suite 450</com:street2>
          <com:city>Alpharetta</com:city>
          <com:stateOrCountry>GA</com:stateOrCountry>
          <com:zipCode>30005</com:zipCode>
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          <personName>Andrew J. Surdykowski</personName>
          <personPhoneNum>770-857-4700</personPhoneNum>
          <personAddress>
            <com:street1>Intercontinental Exchange, Inc.</com:street1>
            <com:street2>5660 New Northside Drive</com:street2>
            <com:city>Atlanta</com:city>
            <com:stateOrCountry>GA</com:stateOrCountry>
            <com:zipCode>30328</com:zipCode>
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        <notificationInfo>
          <personName>Rory O'Halloran &amp; Cody Wright</personName>
          <personPhoneNum>212-848-4000</personPhoneNum>
          <personAddress>
            <com:street1>Allen Overy Shearman Sterling US LLP</com:street1>
            <com:street2>599 Lexington Avenue</com:street2>
            <com:city>New York</com:city>
            <com:stateOrCountry>NY</com:stateOrCountry>
            <com:zipCode>10022</com:zipCode>
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        <reportingPersonCIK>0001571949</reportingPersonCIK>
        <reportingPersonNoCIK>N</reportingPersonNoCIK>
        <reportingPersonName>Intercontinental Exchange, Inc.</reportingPersonName>
        <memberOfGroup>b</memberOfGroup>
        <fundType>WC</fundType>
        <fundType>OO</fundType>
        <legalProceedings>N</legalProceedings>
        <citizenshipOrOrganization>DE</citizenshipOrOrganization>
        <soleVotingPower>0.00</soleVotingPower>
        <sharedVotingPower>7914472.00</sharedVotingPower>
        <soleDispositivePower>0.00</soleDispositivePower>
        <sharedDispositivePower>7914472.00</sharedDispositivePower>
        <aggregateAmountOwned>7914472.00</aggregateAmountOwned>
        <isAggregateExcludeShares>Y</isAggregateExcludeShares>
        <percentOfClass>36.0</percentOfClass>
        <typeOfReportingPerson>CO</typeOfReportingPerson>
        <commentContent>The amount listed in Rows 8, 10 and 11 includes (i) 1,111,294 shares of Class A common stock, par value $0.0001 per share ("Class A Common Stock"), of Bakkt Holdings, Inc. (the "Issuer") and (ii) 6,803,178 shares of Class V common stock, par value $0.0001 per share ("Class V Common Stock", and together with the Class A Common Stock, the "Common Stock"), of the Issuer beneficially owned by the Reporting Person as of the date hereof. This amount includes 461,360 shares of Class A Common Stock (the "Warrant Shares") underlying the Acquired Warrants (as defined in Item 6 of the Amended Schedule 13D) that became exercisable on September 4, 2024, as described further in Item 6 of the Amended Schedule 13D. The Reporting Persons will not have the power to vote the Warrant Shares unless, and to the extent, Intercontinental Exchange Holdings, Inc. ("ICEH"), a wholly owned subsidiary of Intercontinental Exchange, Inc. ("ICE"), exercises its right to acquire Warrant Shares in accordance with the terms of the Acquired Warrants.

The percentage calculated in Row 13 is based on a total of 21,550,595 shares of Common Stock, consisting of 14,373,519 shares of Class A Common Stock and 7,177,076 shares of Class V Common Stock outstanding as of July 30, 2025, as reported in the Issuer's Prospectus Supplement filed with the Securities and Exchange Commission (the "SEC") pursuant to Rule 424(b)(5) on July 30, 2025 (after giving effect to the July 2025 Offering (as defined in Item 6 of this Amendment)). As of the date hereof, the Reporting Person beneficially owns 7.5% of the outstanding shares of Class A Common Stock (including the Warrant Shares but excluding any shares of Class V Common Stock).</commentContent>
      </reportingPersonInfo>
      <reportingPersonInfo>
        <reportingPersonCIK>0001174746</reportingPersonCIK>
        <reportingPersonNoCIK>N</reportingPersonNoCIK>
        <reportingPersonName>Intercontinental Exchange Holdings, Inc.</reportingPersonName>
        <memberOfGroup>b</memberOfGroup>
        <fundType>WC</fundType>
        <fundType>OO</fundType>
        <legalProceedings>N</legalProceedings>
        <citizenshipOrOrganization>DE</citizenshipOrOrganization>
        <soleVotingPower>0.00</soleVotingPower>
        <sharedVotingPower>7914472.00</sharedVotingPower>
        <soleDispositivePower>0.00</soleDispositivePower>
        <sharedDispositivePower>7914472.00</sharedDispositivePower>
        <aggregateAmountOwned>7914472.00</aggregateAmountOwned>
        <isAggregateExcludeShares>Y</isAggregateExcludeShares>
        <percentOfClass>36.0</percentOfClass>
        <typeOfReportingPerson>CO</typeOfReportingPerson>
        <commentContent>The amount listed in Rows 8, 10 and 11 includes (i) 1,111,294 shares of Class A Common Stock and (ii) 6,803,178 shares of Class V Common Stock beneficially owned by the Reporting Person as of the date hereof. This amount includes the Warrant Shares underlying the Acquired Warrants that became exercisable on September 4, 2024, as described further in Item 6 of the Amended Schedule 13D.

The percentage calculated in Row 13 is based on a total of 21,550,595 shares of Common Stock, consisting of 14,373,519 shares of Class A Common Stock and 7,177,076 shares of Class V Common Stock outstanding as of July 30, 2025, as reported in the Issuer's Prospectus Supplement filed with the SEC pursuant to Rule 424(b)(5) on July 30, 2025 (after giving effect to the July 2025 Offering). As of the date hereof, the Reporting Person beneficially owns 7.5% of the outstanding shares of Class A Common Stock (including the Warrant Shares but excluding any shares of Class V Common Stock).</commentContent>
      </reportingPersonInfo>
    </reportingPersons>
    <items1To7>
      <item1>
        <securityTitle>Class A Common Stock</securityTitle>
        <issuerName>Bakkt Holdings, Inc.</issuerName>
        <issuerPrincipalAddress>
          <com:street1>5900 Windward Parkway</com:street1>
          <com:street2>Suite 450</com:street2>
          <com:city>Alpharetta</com:city>
          <com:stateOrCountry>GA</com:stateOrCountry>
          <com:zipCode>30005</com:zipCode>
        </issuerPrincipalAddress>
        <commentText>This Amendment No. 8 (this "Amendment") is being jointly filed on behalf of: (a) Intercontinental Exchange, Inc., a Delaware corporation ("ICE"), and (b) Intercontinental Exchange Holdings, Inc., a Delaware corporation ("ICEH", and together with ICE, the "Reporting Persons" and each a "Reporting Person"), and amends the Statement on Schedule 13D filed by the Reporting Persons on October 21, 2021 ("Initial Schedule 13D"), as previously amended by (i) Amendment No. 1 to the Initial Schedule 13D filed by the Reporting Persons on May 5, 2022 ("Amendment No. 1"), (ii) Amendment No. 2 to the Initial Schedule 13D filed by the Reporting Persons on April 28, 2023 ("Amendment No. 2"), (iii) Amendment No. 3 to the Initial Schedule 13D filed by the Reporting Persons on March 4, 2024 ("Amendment No. 3"), (iv) Amendment No. 4 to the Initial Schedule 13D filed by the Reporting Persons on April 29, 2024 ("Amendment No. 4"), (v) Amendment No. 5 to the Initial Schedule 13D filed by the Reporting Persons on July 9, 2024 ("Amendment No. 5"), (vi) Amendment No. 6 to the Initial Schedule 13D filed by the Reporting Persons on July 1 and 2, 2025 ("Amendment No. 6") and (vii) Amendment No. 7 to the Initial Schedule 13D filed by the Reporting Persons on July 17, 2025 ("Amendment No. 7", and the Initial Schedule 13D as so amended, the "Amended Schedule 13D"), which relates to the shares of Class A common stock, par value $0.0001 per share ("Class A Common Stock"), of Bakkt Holdings, Inc., a Delaware corporation (the "Issuer"). Information given in response to each item of this Amendment shall be deemed incorporated by reference in all other items, as applicable.

Each common unit of Bakkt Opco Holdings, LLC, a Delaware limited liability company ("Bakkt Opco") (a "Bakkt Opco Common Unit", and together with one share of Class V Common Stock, par value $0.0001 per share (the "Class V Common Stock"), of the Issuer, a "Paired Interest") is exchangeable (along with the cancelation of a corresponding number of paired shares of Class V Common Stock) for one share of Class A Common Stock pursuant to the A&amp;R Exchange Agreement (as defined in Item 6 of the Amended Schedule 13D, subject to adjustment as set forth in the A&amp;R Exchange Agreement). The Class A Common Stock and the Class V Common Stock are collectively referred to herein as the "Common Stock". Capitalized terms used and not otherwise defined in this Amendment have the same meanings ascribed to them in the Amended Schedule 13D.</commentText>
      </item1>
      <item4>
        <transactionPurpose>Item 4 of the Amended Schedule 13D is hereby supplemented and amended to add the information contained in Item 6 of this Amendment, which is incorporated herein by reference.</transactionPurpose>
      </item4>
      <item5>
        <percentageOfClassSecurities>The percentage of beneficial ownership in this Amendment is based on: (i) with respect to the total amount of securities issued and outstanding, an aggregate of 14,373,519 shares of Class A Common Stock and 7,177,076 shares of Class V Common Stock outstanding as of July 30, 2025, as reported in the Issuer's Prospectus Supplement filed with the Securities and Exchange Commission ("SEC") pursuant to Rule 424(b)(5) on July 30, 2025 (after giving effect to the July 2025 Offering (as defined in Item 6 of this Amendment)), as adjusted pursuant to Rule 13d-3(d)(1)(i) under the Exchange Act to include the 461,360 shares of Class A Common Stock (the "Warrant Shares") underlying the Acquired Warrants (as defined in Item 6 of the Amended Schedule 13D), and (ii) with respect to the securities beneficially owned by the Reporting Persons, 649,934 shares of Class A Common Stock, the 461,360 Warrant Shares and 6,803,178 shares of Class A Common Stock underlying the Paired Interests (consisting of 6,803,178 Bakkt Opco Common Units and 6,803,178 shares of Class V Common Stock) beneficially owned by the Reporting Persons as of the date hereof.

The aggregate number and percentage of shares of Class A Common Stock and Class V Common Stock beneficially owned by the Reporting Persons, the number of shares as to which there is sole power to vote or to direct the vote, shared power to vote or to direct the vote, sole power to dispose or to direct the disposition, or shared power to dispose or to direct the disposition, are set forth on rows 7 through 11 and row 13 of the cover pages of this Amendment and are incorporated herein by reference.

Pursuant to the terms of the A&amp;R Exchange Agreement (as defined in Item 6 of Amendment No. 1), Bakkt Opco Common Units, when coupled with an equivalent number of shares of Class V Common Stock, may be exchanged at the discretion of the holder for shares of Class A Common Stock on a one-for-one basis (subject to adjustment as set forth in the A&amp;R Exchange Agreement), or, at the option of the Issuer, cash, subject to the following exceptions: (i) no holder of Bakkt Opco Common Units may exchange less than 1,000 Bakkt Opco Common Units in any single exchange unless exchanging all of their Bakkt Opco Common Units; and (ii) such exchange can only occur (a) upon a Permitted Exchange Event (as defined in the A&amp;R Exchange Agreement) or (b) on (1) the last trading day of the second week of the first month of each quarter, (2) the last trading day of the first month of each quarter, (3) the third full trading day occurring after the Issuer publicly announces its results for a quarter and (4) the last trading day of the second month of each quarter.

The Warrant Shares will not have voting power unless, and to the extent, ICEH exercises its right to acquire Warrant Shares in accordance with the terms of the Acquired Warrants and such shares become issued and outstanding.

To the best knowledge of the Reporting Persons, the following persons beneficially own or may be deemed to beneficially own the shares of Class A Common Stock, Class V Common Stock and Bakkt Opco Common Units set forth below:

o     Hon. Sharon Y. Bowen, Director, ICE, beneficially owns 20,118 shares of Class A Common Stock, 926 shares of Class V Common Stock and 926 Bakkt Opco Common Units.

o     Thomas E. Noonan, Director, ICE, beneficially owns 529 shares of Class V Common Stock and 529 Bakkt Opco Common Units.

o     Jeffrey C. Sprecher, Director (Chairman) and Chief Executive Officer, ICE, may be deemed to beneficially own 146,366 shares of Class V Common Stock and 146,366 Bakkt Opco Common Units, which shares and units are beneficially owned by his spouse through her holdings of vested incentive units in Bakkt Management. Mr. Sprecher disclaims beneficial ownership of the shares and units held indirectly by his spouse.

The Reporting Persons specifically disclaim beneficial ownership over such shares and units held by the persons listed above.  Except for the shares of Class A Common Stock beneficially owned by Ms. Bowen, the beneficial ownership information set forth above is with respect to shares of Class V Common Stock and Bakkt Opco Common Units indirectly acquired by Ms. Bowen, Mr. Noonan, and Mr. Sprecher's spouse in connection with the Closing in respect of incentive units held by such individuals under the Bakkt equity incentive plan in effect prior to the Closing and held directly by Bakkt Management LLC ("Bakkt Management").</percentageOfClassSecurities>
        <numberOfShares>Item 5(a) of this Statement is incorporated herein by reference.

Pursuant to the Share Increase Voting Support Agreement (as defined in Item 6 of Amendment No. 7), ICEH agreed to vote all of the shares of Common Stock owned by ICEH in favor of the Share Increase Amendment (as defined in Item 6 of Amendment No. 7), subject to the limitations of the Voting Agreement in respect of Excess Shares.</numberOfShares>
        <transactionDesc>This Amendment is being filed to report the entry by ICEH into the Lock-Up Agreement (as defined in Item 6 of this Amendment), the termination of the Voting Agreement (as described in Item 6 of the Initial Schedule 13D) and to update the aggregate percentage of the Common Stock owned by the Reporting Persons due to dilution caused by the Issuer's issuance of additional shares of its Class A Common Stock since the date of the filing of Amendment No. 7, and not in connection with any acquisition or disposition of any shares of Common Stock by the Reporting Persons. The Reporting Persons have not effected any transactions in Class A Common Stock or Class V Common Stock during the past 60 days.</transactionDesc>
        <listOfShareholders>To the best knowledge of the Reporting Persons, no one other than the Reporting Persons has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the securities reported herein.</listOfShareholders>
        <date5PercentOwnership>Not applicable.</date5PercentOwnership>
      </item5>
      <item6>
        <contractDescription>Item 6 of the Amended Schedule 13D is hereby further supplemented and amended to add the following information:

Lock-Up Agreement

On July 28, 2025, in connection with a public offering by the Issuer of shares of Class A Common Stock and/or pre-funded warrants to purchase shares of Class A Common Stock (the "July 2025 Offering"), ICEH entered into a lock-up letter agreement (the "Lock-Up Agreement") pursuant to which ICEH agreed, during the 90-day period commencing on such date, subject to certain exceptions set forth in the Lock-Up Agreement, not to (i) offer for sale, sell, assign, transfer, pledge, contract to sell, lend or otherwise dispose of any shares of Class A Common Stock or securities convertible into or exercisable or exchangeable for shares of Class A Common Stock ("Related Securities"), (ii) enter into any swap, hedge or similar agreement or arrangement that transfers, is designed to transfer or reasonably could be expected to transfer any of the economic benefits or risks of ownership of shares of Class A Common Stock or any Related Securities, (iii) make any demand for or exercise any right or cause to be confidentially submitted or filed a registration statement with respect to the registration of any shares of Class A Common Stock or Related Securities or (iv) publicly disclose the intention to do any of the foregoing.

The foregoing description of the Lock-up Agreement is qualified in its entirety by reference to the full text of the Lock-Up Agreement, which is filed as Exhibit 99.23 and is incorporated herein by reference.

Termination of Voting Agreement

After consummation of the July 2025 Offering, the voting power represented by the shares of Common Stock beneficially owned by ICEH and its affiliates has fallen below 50% and, as a result, the Voting Agreement has terminated in accordance with its terms (as described in Item 6 of the Initial Schedule 13D).</contractDescription>
      </item6>
      <item7>
        <filedExhibits>Exhibit 99.1* Joint Filing Agreement, dated as of October 21, 2021, by and among the Reporting Persons (incorporated by reference to Exhibit 99.1 to the Schedule 13D filed by the Reporting Persons with the SEC on October 21, 2021).  https://www.sec.gov/Archives/edgar/data/1571949/000119312521304172/d367825dex991.htm

Exhibit 99.2 Agreement and Plan of Merger (incorporated by reference to Exhibit 2.1 to the Issuer's Current Report on Form 8-K filed on January 11, 2021).  https://www.sec.gov/Archives/edgar/data/1820302/000119312521005832/d913171dex21.htm

Exhibit 99.3 Amendment to Agreement and Plan of Merger (incorporated by reference to Exhibit 2.1 to the Issuer's Current Report on Form 8-K filed on March 31, 2021).  https://www.sec.gov/Archives/edgar/data/1820302/000119312521101249/d107545dex21.htm

Exhibit 99.4 Amendment to Agreement and Plan of Merger (incorporated by reference to Exhibit 2.1 to the Issuer's Current Report on Form 8-K filed on September 30, 2021).  https://www.sec.gov/Archives/edgar/data/1820302/000119312521286927/d204551dex21.htm

Exhibit 99.5 Certificate of Incorporation of the Issuer (incorporated by reference to Exhibit 3.1 to the Issuer's Current Report on Form 8-K filed on October 21, 2021).  https://www.sec.gov/Archives/edgar/data/1820302/000119312521303985/d219325dex31.htm

Exhibit 99.6 Exchange Agreement (incorporated by reference to Exhibit 10.4 to the Issuer's Current Report on Form 8-K filed on October 21, 2021).  https://www.sec.gov/Archives/edgar/data/1820302/000119312521303985/d219325dex104.htm

Exhibit 99.7 Amended and Restated Limited Liability Company Agreement (incorporated by reference to Exhibit 4.3 to the Issuer's Current Report on Form 8-K filed on October 21, 2021).  https://www.sec.gov/Archives/edgar/data/1820302/000119312521303985/d219325dex43.htm

Exhibit 99.8 Voting Agreement (incorporated by reference to Exhibit 10.3 to the Issuer's Current Report on Form 8-K filed on October 21, 2021).  https://www.sec.gov/Archives/edgar/data/1820302/000119312521303985/d219325dex103.htm

Exhibit 99.9 Stockholders Agreement (incorporated by reference to Exhibit 10.2 to the Issuer's Current Report on Form 8-K filed on October 21, 2021).  https://www.sec.gov/Archives/edgar/data/1820302/000119312521303985/d219325dex102.htm

Exhibit 99.10 Registration Rights Agreement (incorporated by reference to Exhibit 10.1 to the Issuer's Current Report on Form 8-K filed on October 21, 2021).  https://www.sec.gov/Archives/edgar/data/1820302/000119312521303985/d219325dex101.htm

Exhibit 99.11 Tax Receivable Agreement (incorporated by reference to Exhibit 10.5 to the Issuer's Current Report on Form 8-K filed on October 21, 2021).  https://www.sec.gov/Archives/edgar/data/1820302/000119312521303985/d219325dex105.htm

Exhibit 99.12* Amended and Restated Subscription Agreement (incorporated by reference to Exhibit 99.12 to the Schedule 13D filed by the Reporting Persons with the SEC on October 21, 2021). https://www.sec.gov/Archives/edgar/data/1571949/000119312521304172/d367825dex9912.htm

Exhibit 99.13 Cooperation Agreement (incorporated by reference to Exhibit 10.6 to the Issuer's Current Report on Form 8-K filed on October 21, 2021).  https://www.sec.gov/Archives/edgar/data/1820302/000119312521303985/d219325dex106.htm

Exhibit 99.14 Amended and Restated Exchange Agreement (incorporated by reference to Exhibit 10.1 to the Issuer's Current Report on Form 8-K filed on May 4, 2022).  https://www.sec.gov/Archives/edgar/data/1820302/000182030222000015/a101amendedandrestatedexch.htm

Exhibit 99.15* Securities Purchase Agreement (incorporated by reference to Exhibit 99.15 to the Schedule 13D/A filed by the Reporting Persons with the SEC on March 4, 2024).  https://www.sec.gov/Archives/edgar/data/1571949/000094787124000253/ss3098627_ex9915.htm

Exhibit 99.16* Voting Support Agreement (incorporated by reference to Exhibit 99.16 to the Schedule 13D/A filed by the Reporting Persons with the SEC on March 4, 2024).  https://www.sec.gov/Archives/edgar/data/1571949/000094787124000253/ss3098627_ex9916.htm

Exhibit 99.17* Class 1 Warrant issued by the Issuer on March 4, 2024 (incorporated by reference to Exhibit 99.17 to the Schedule 13D/A filed by the Reporting Persons with the SEC on March 4, 2024).  https://www.sec.gov/Archives/edgar/data/1571949/000094787124000253/ss3098627_ex9917.htm

Exhibit 99.18* Class 2 Warrant issued by the Issuer on March 4, 2024 (incorporated by reference to Exhibit 99.18 to the Schedule 13D/A filed by the Reporting Persons with the SEC on March 4, 2024).  https://www.sec.gov/Archives/edgar/data/1571949/000094787124000253/ss3098627_ex9918.htm

Exhibit 99.19* Class 1 Warrant issued by the Issuer on April 25, 2024 (incorporated by reference to Exhibit 99.19 to the Schedule 13D/A filed by the Reporting Persons with the SEC on April 29, 2024). https://www.sec.gov/Archives/edgar/data/1820302/000094787124000420/ss3319225_ex9919.htm

Exhibit 99.20* Class 2 Warrant issued by the Issuer on April 25, 2024 (incorporated by reference to Exhibit 99.20 to the Schedule 13D/A filed by the Reporting Persons with the SEC on April 29, 2024). https://www.sec.gov/Archives/edgar/data/1820302/000094787124000420/ss3319225_ex9920.htm

Exhibit 99.21 First Amendment to the Third Amended and Restated Limited Liability Company Agreement (incorporated by reference to Exhibit 4.1 to the Issuer's Current Report on Form 8-K filed on April 29, 2024).  https://www.sec.gov/Archives/edgar/data/1820302/000182030224000080/ex41firstamendmentto3rdame.htm

Exhibit 99.22* Share Increase Voting Support Agreement (incorporated by reference to Exhibit 99.22 to the Schedule 13D/A filed by the Reporting Persons with the SEC on July 17, 2025).
https://www.sec.gov/Archives/edgar/data/1571949/000094787125000670/ss5091566_ex9922.htm

Exhibit 99.23 Lock-Up Agreement

* Previously filed</filedExhibits>
      </item7>
    </items1To7>
    <signatureInfo>
      <signaturePerson>
        <signatureReportingPerson>Intercontinental Exchange, Inc.</signatureReportingPerson>
        <signatureDetails>
          <signature>/s/ Andrew J. Surdykowski</signature>
          <title>Andrew J. Surdykowski, General Counsel</title>
          <date>07/30/2025</date>
        </signatureDetails>
      </signaturePerson>
      <signaturePerson>
        <signatureReportingPerson>Intercontinental Exchange Holdings, Inc.</signatureReportingPerson>
        <signatureDetails>
          <signature>/s/ Andrew J. Surdykowski</signature>
          <title>Andrew J. Surdykowski, General Counsel</title>
          <date>07/30/2025</date>
        </signatureDetails>
      </signaturePerson>
    </signatureInfo>
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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: right">EXECUTION VERSION</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 12pt 0 0; text-align: center">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 12pt 0 0; text-align: center">LOCK-UP LETTER AGREEMENT</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 12pt 0 0">CLEAR STREET LLC</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0">4 World Trade Center, Floor 45</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0">New York, NY 10007</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0">Cohen &amp; Company Capital Markets, a division of J.V.B. Financial Group,
LLC (&ldquo;Cohen &amp; Co.&rdquo;)</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0">3 Columbus Circle, 24th Floor</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0">New York, New York 10019</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 12pt 0 0"><B>RE: <FONT STYLE="font-family: Times New Roman, Times, Serif; text-transform: uppercase">Follow-On
Public Offering</FONT> BY BAKKT HOLDINGS, INC. </B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 12pt 0 0">Ladies and Gentlemen:</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 6pt 0 0; text-align: justify; text-indent: 0.5in">This letter agreement (this
&ldquo;<B><I>Lock-up Agreement</I></B>&rdquo;) is being delivered to you in connection with proposed Underwriting Agreement (the &ldquo;<B><I>Underwriting
Agreement</I></B>&rdquo;) to be entered between Bakkt Holdings, Inc., a Delaware corporation (the &ldquo;<B><I>Company</I></B>&rdquo;),
and Clear Street LLC and Cohen &amp; Co., as representatives (together, the &ldquo;<B><I>Representatives</I></B>&rdquo;) of the several
underwriters to be named therein (collectively, the &ldquo;<B><I>Underwriters</I></B>&rdquo;) relating to the proposed public offering
of shares of the Company&rsquo;s Class A common stock, par value $0.0001 per share (the &ldquo;<B><I>Common Stock</I></B>&rdquo;), and/or
pre-funded warrants to purchase shares of Common Stock (the &ldquo;<B><I>Offering</I></B>&rdquo;).</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 12pt 0 0; text-align: justify; text-indent: 0.5in">In order to induce the
Underwriters to enter into the Underwriting Agreement, and in light of the benefits that the Offering will confer upon the undersigned
in his, her or its capacity as a securityholder and/or a director or officer of the Company, and for good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the undersigned hereby irrevocably agrees that, during the period beginning
on the date of the Underwriting Agreement through and including the date that is the 90th day after the date of the Underwriting Agreement
(the &ldquo;<B><I>Lock-up Period</I></B>&rdquo;), the undersigned will not, and will not cause or direct any of his, her or its affiliates
(as defined in Rule 405 under the Securities Act of 1933, as amended (the &ldquo;<B><I>Securities Act</I></B>&rdquo;)) to, without the
prior written consent of the Representatives, directly or indirectly, (1) offer for sale, sell, assign, transfer, pledge, contract to
sell, lend or otherwise dispose of (or enter into any transaction or agreement that is designed to, or would reasonably be expected to,
result in the disposition by any person at any time in the future of) any shares of Common Stock (including, without limitation, shares
of Common Stock that may be deemed to be beneficially owned or hereafter acquired by the undersigned, or with respect to which the undersigned
has or hereafter acquires the power of disposition, in accordance with the rules and regulations of the U.S. Securities and Exchange Commission
and shares of Common Stock that may be issued upon exercise of any options or warrants) or securities convertible into or exercisable
or exchangeable for shares of Common Stock (&ldquo;<B><I>Related Securities</I></B>&rdquo;), (2) enter into any swap, hedge or similar
agreement or arrangement (including, without limitation, the purchase or sale of, or entry into, any put or call option, or combination
thereof, forward, swap or any other derivatives transaction or instrument, however described or defined) that transfers, is designed to
transfer or reasonably could be expect to transfer (whether by the undersigned or someone other than the undersigned) in whole or in part,
directly or indirectly, any of the economic benefits or risks of ownership of shares of Common Stock or any Related Securities, whether
any such transaction described in clause (1) or (2) above is to be settled by delivery of shares of Common Stock or other securities of
the Company, in cash or otherwise,<B><I>&nbsp;</I></B>(3) make any demand for or exercise any right or cause to be confidentially submitted
or filed a registration statement, including any amendments thereto, with respect to the registration of any shares of Common Stock or
Related Securities, <I>provided</I> that, to the extent the undersigned has demand and/or piggyback registration rights under any registration
rights agreement, investor rights agreement or similar agreement, the undersigned may notify the Company privately that the undersigned
is or will be exercising its demand and/or piggyback registration rights under any such agreement following the expiration of the Lock-Up
Period and undertake preparations related thereto, or (4) publicly disclose the intention to do any of the foregoing.</P>

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<P STYLE="font: 10pt/107% Times New Roman, Times, Serif; margin: 0 0 8pt">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 12pt 0 0; text-align: justify; text-indent: 0.5in">The foregoing restrictions
are expressly agreed to preclude the undersigned from engaging in any hedging or other transaction which is designed to, or which reasonably
could be expected to, lead to or result in a sale or disposition of shares of Common Stock or any other securities of the Company even
if such shares of Common Stock or other securities of the Company would be disposed of by someone other than the undersigned, including,
without limitation, any short sale or any purchase, sale or grant of any right (including without limitation any put or call option, forward,
swap or any other derivative transaction or instrument) with respect to any shares of Common Stock, or any other security of the Company
that includes, relates to, or derives any significant part of its value from shares of Common Stock or other securities of the Company.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 12pt 0 0; text-align: justify; text-indent: 0.5in">The foregoing restrictions,
including without limitation the immediately preceding sentence, shall not apply to:</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 12pt 0 0; text-align: justify; text-indent: 0.5in">(a) (i) any <I>bona fide</I>
charitable gift or gifts, including, without limitation, to a charitable organization or educational institution, or (ii) bona fide gifts,
sales or other dispositions of shares of any class of the Company&rsquo;s capital stock, in each case, that are made exclusively between
and among the undersigned or members of the undersigned&rsquo;s family, or affiliates of the undersigned, including its partners (if a
partnership) or members (if a limited liability company); <I>provided</I>, that it shall be a condition to any transfer pursuant to this
clause (a) that (1) the transferee/donee agrees to be bound by the terms of this Lock-Up Letter Agreement (including, without limitation,
the restrictions set forth in the preceding sentence) to the same extent as if the transferee/donee were a party hereto, (2) any such
transfer shall not involve a disposition for value, (3) each party (donor, donee, transferor or transferee) shall agree to not voluntarily
make, any filing or public announcement of the gift, sale or other disposition prior to the expiration of the Lock-Up Period, and (4)
the undersigned notifies the Representatives at least two business days prior to the proposed gift, sale or other disposition;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 12pt 0 0; text-align: justify; text-indent: 0.5in">(b) the exercise or settlement
of stock options or other equity awards granted pursuant to the Company&rsquo;s stock option/incentive plans or awards, <I>provided</I>,
that the restrictions shall apply to shares of Common Stock issued upon such exercise;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 12pt 0 0; text-align: justify; text-indent: 0.5in">(c) any transfers by will
or intestacy; <I>provided</I>, that no public disclosure or filing under the Securities Exchange Act of 1934, as amended (the &ldquo;<B><I>Exchange
Act</I></B>&rdquo;) shall be voluntarily made during the Lock-Up Period and any required filing under the Exchange Act made during the
Lock-Up Period shall clearly indicate in the footnotes thereto that the filing relates to the circumstances described in this clause (c);</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 12pt 0 0; text-align: justify; text-indent: 0.5in">(d) any transfers pursuant
to a court order or settlement agreement related to the distribution of assets in connection with the dissolution of a marriage or civil
union, <I>provided</I>, that no public disclosure or filing under the Exchange Act shall be voluntarily made during the Lock-Up Period
and any required filing under the Exchange Act made during the Lock-Up Period shall clearly indicate in the footnotes thereto that the
filing relates to the circumstances described in this clause (d);</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 12pt 0 0; text-align: justify; text-indent: 0.5in">(e) transfers or dispositions
of shares of capital stock of the Company or any securities convertible into, or exercisable or exchangeable for, such capital stock to
any trust for the direct or indirect benefit of the undersigned or the immediate family of the undersigned in a transaction not involving
a disposition for value, or, if the undersigned is a trust, to a trustor or beneficiary of the trust, or, if the undersigned is a corporation,
partnership, limited liability company or other business entity, to another corporation, partnership, limited liability company or other
business entity that controls, is controlled by or is under common control with the undersigned or as part of a disposition, transfer
or distribution by the undersigned to partners, limited partners, stockholders, members or equityholders of the undersigned, <I>provided</I>,
in each case, that (1) any transferee agrees to be bound by the terms of this Lock-Up Letter Agreement (including, without limitation,
the restrictions set forth in the preceding sentence) to the same extent as if the transferee(s) were a party hereto, (2) any such transfer
shall not involve a disposition for value, (3) no public disclosure or filing under the Exchange Act shall be voluntarily made during
the Lock-Up Period and (4) any required filing under the Exchange Act made during the Lock-Up Period shall clearly indicate in the footnotes
thereto that the filing relates to the circumstances described in this clause (e);</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 12pt 0 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>


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<P STYLE="font: 10pt/107% Times New Roman, Times, Serif; margin: 0 0 8pt">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 12pt 0 0; text-align: justify; text-indent: 0.5in">(f) the exercise of the
Pre-Funded Warrants, or the conversion, exercise or exchange of any other securities of the Company, into Common Stock or any other securities
of the Company, <I>provided</I>, that such shares of Common Stock or other securities issued upon conversion, exercise or exchange remain
subject to the terms of this Lock-Up Letter Agreement;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 12pt 0 0; text-align: justify; text-indent: 0.5in">(g) the exchange of the
Company&rsquo;s paired interests (each of which is a combination of one share of Class V common stock of the Company and one common unit
of Bakkt Opco Holdings, LLC exchangeable into Common Stock) (the &ldquo;<B><I>Paired Interests</I></B>&rdquo;) into shares of Common Stock,
or the exercise of: (i) the Company&rsquo;s outstanding public warrants to purchase shares of Common Stock (the &ldquo;<B><I>Public Warrants</I></B>&rdquo;),
(ii) the Company&rsquo;s Class 1 warrants to purchase shares of Common Stock (the &ldquo;<B><I>Class 1 Warrants</I></B>&rdquo;) and (iii)
the Company&rsquo;s Class 2 warrants to purchase shares of Common Stock (the &ldquo;<B><I>Class 2 Warrants</I></B>&rdquo;), <I>provided</I>,
that such shares of Common Stock or other securities issued upon exchange or exercise thereof, as applicable, remain subject to the terms
of this Lock-Up Letter Agreement;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 12pt 0 0; text-align: justify; text-indent: 0.5in">(h) any transfers or commitments
to transfer: (i) Paired Interests, (ii) Public Warrants, (iii) Class 1 Warrants and (iv) Class 2 Warrants, <I>provided</I>, that such
shares of Common Stock or other securities issued upon exercise or exchange thereof, as applicable, remain subject to the terms of this
Lock-Up Letter Agreement;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 12pt 0 0; text-align: justify; text-indent: 0.5in">(i) any transfers or commitments
to transfer pursuant to a merger, consolidation, tender offer or other similar transaction involving a Change of Control (as defined below)
or reverse merger, <I>provided</I>, that in the event that such merger, consolidation, tender offer or other such transaction involving
a Change of Control or reverse merger is not completed, such shares of Common Stock or other securities held by the undersigned shall
remain subject to the provisions of this Lock-Up Letter Agreement;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 12pt 0 0; text-align: justify; text-indent: 0.5in">(j) the transfer by the
undersigned of shares of Common Stock or any securities convertible into, exercisable or exchangeable for, shares of Common Stock to the
Company upon a vesting or settlement event of the Company&rsquo;s securities or upon the exercise of options or warrants to purchase the
Company&rsquo;s securities on a &ldquo;cashless&rdquo; or &ldquo;net exercise&rdquo; basis, or in a &ldquo;sell-to-cover&rdquo; transaction,
in each case, pursuant to any equity incentive plan or award of the Company and to the extent permitted by the instruments representing
such options or warrants outstanding as of the date of the Underwriting Agreement, <I>provided</I>, that (1) the shares received upon
exercise or settlement of such option or warrant or other security are subject to the terms of this Lock-Up Letter Agreement, (2) no public
disclosure or filing under the Exchange Act shall be voluntarily made during the Lock-Up Period and (3) any required filing under the
Exchange Act made during the Lock-Up Period shall clearly indicate in the footnotes thereto that the filing relates to the circumstances
described in this clause (j);</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 12pt 0 0; text-align: justify; text-indent: 0.5in">(k) the transfer of shares
of Common Stock or securities convertible into, or exercisable or exchangeable for, shares of Common Stock to the Company in connection
with the termination of the undersigned&rsquo;s employment with the Company, <I>provided</I>,<I>&nbsp;</I>that no public disclosure or
filing under the Exchange Act shall be voluntarily made during the Lock-Up Period and any required filing under the Exchange Act made
during the Lock-Up Period shall clearly indicate in the footnotes thereto that the filing relates to the circumstances described in this
clause (k);</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 12pt 0 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 12pt 0 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>


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<P STYLE="font: 10pt/107% Times New Roman, Times, Serif; margin: 0 0 0pt">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0; text-align: justify; text-indent: 0.5in">(l) transfers that are
approved by the prior written consent of the Representatives; and</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 12pt 0 0; text-align: justify; text-indent: 0.5in"><FONT STYLE="font-size: 10pt">(m)
sales of shares of Common Stock</FONT> purchased by the undersigned <FONT STYLE="font-size: 10pt">on the open market following the date
of the Underwriting Agreement, <I>provided</I>, that any required filing under the Exchange Act made during the Lock-Up Period shall clearly
indicate in the footnotes thereto that the filing relates to the circumstances described in this clause (m). </FONT></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 12pt 0 0; text-align: justify; text-indent: 0.5in">Notwithstanding the restrictions
imposed by this Lock-Up Letter Agreement, the undersigned may (i) establish or enter into a trading plan pursuant to Rule 10b5-1 (&ldquo;<B><I>10b5-1
Trading Plan</I></B>&rdquo;) under the Exchange Act for the transfer of shares of Common Stock, <I>provided</I>, that such plan does not
provide for any transfers of shares of Common Stock, and no filing under the Exchange Act or other public announcement shall be required
or voluntarily made by the undersigned or any other person in connection therewith, in each case during the Lock-Up Period, and (ii) transfer
or sell the undersigned&rsquo;s shares of Common Stock pursuant to a 10b5-1 Trading Plan that was established on or prior to the date
of this Lock-Up Letter Agreement and exists as of the date hereof, <I>provided further</I>, that, if the undersigned is required to file
a report under Section 16(a) of the Exchange Act during the Lock-Up Period, such filing shall state that such transaction has been executed
under a 10b5-1 Trading Plan and shall also state the date such 10b5-1 Trading Plan was established.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 12pt 0 0; text-align: justify; text-indent: 24.5pt">&ldquo;<B><I>Change of
Control</I></B>&rdquo; shall mean the consummation of any bona fide third party tender offer, merger, consolidation or other similar transaction,
in one transaction or a series of related transactions, the result of which is that any &ldquo;person&rdquo; (as defined in Section 13(d)(3)
of the Exchange Act), or group of persons, becomes the beneficial owner (as defined in Rules 13d-3 and 13d-5 of the Exchange Act) of more
than 50% of the voting capital stock of the Company (or the surviving entity).</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 12pt 0 0; text-align: justify; text-indent: 24.5pt">This Lock-Up Letter Agreement
and any transaction contemplated by this Lock-Up Letter Agreement shall be governed by and construed in accordance with the laws of the
State of Delaware without regard to conflict of laws principles that would result in the application of any other law than the laws of
the State of Delaware.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 12pt 0 0; text-align: justify; text-indent: 55.1pt">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: center"><I>[Signature page follows] </I></P>

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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">The undersigned hereby represents
and warrants that the undersigned has full power and authority to enter into this Lock-Up Letter Agreement. Any obligations of the undersigned
shall be binding upon the heirs and executors (in the case of individuals), personal representatives, successors and assigns of the undersigned.</P>

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    <TD STYLE="width: 5%; padding-right: 5.4pt; padding-left: 5.4pt">&nbsp;</TD>
    <TD STYLE="width: 49%; padding-right: 5.4pt; padding-left: 5.4pt">&nbsp;</TD></TR>
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    <TD STYLE="padding-right: 5.4pt; padding-left: 5.4pt">&nbsp;</TD>
    <TD COLSPAN="2" STYLE="padding-right: 5.4pt; padding-left: 5.4pt"><B>INTERCONTINENTAL EXCHANGE HOLDINGS, INC.</B></TD></TR>
  <TR STYLE="vertical-align: top">
    <TD STYLE="padding-right: 5.4pt; padding-left: 5.4pt">&nbsp;</TD>
    <TD STYLE="padding-right: 5.4pt; padding-left: 5.4pt">&nbsp;</TD>
    <TD STYLE="padding-right: 5.4pt; padding-left: 5.4pt">&nbsp;</TD></TR>
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    <TD STYLE="padding-right: 5.4pt; padding-left: 5.4pt">&nbsp;</TD>
    <TD STYLE="padding-right: 5.4pt; padding-left: 5.4pt"><FONT STYLE="font-size: 10pt">By</FONT></TD>
    <TD STYLE="border-bottom: Black 1pt solid; padding-right: 5.4pt; padding-left: 5.4pt">/s/ Jennifer Froneberger</TD></TR>
  <TR STYLE="vertical-align: top">
    <TD STYLE="padding-right: 5.4pt; padding-left: 5.4pt">&nbsp;</TD>
    <TD STYLE="padding-right: 5.4pt; padding-left: 5.4pt">&nbsp;</TD>
    <TD STYLE="padding-right: 5.4pt; padding-left: 5.4pt"><FONT STYLE="font-size: 10pt">Name:&nbsp;&nbsp;</FONT>Jennifer Froneberger</TD></TR>
  <TR STYLE="vertical-align: top">
    <TD STYLE="padding-right: 5.4pt; padding-left: 5.4pt">&nbsp;</TD>
    <TD STYLE="padding-right: 5.4pt; padding-left: 5.4pt">&nbsp;</TD>
    <TD STYLE="padding-right: 5.4pt; padding-left: 5.4pt"><FONT STYLE="font-size: 10pt">Title:&nbsp;&nbsp;&nbsp;&nbsp;VP, Legal</FONT></TD></TR>
  </TABLE>
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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 12pt 0 0; text-align: justify">Dated: July 28, 2025</P>

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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: center"><I>[Signature Page
to Lock-Up Letter Agreement]</I></P>

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