| Amendment Description | Intercontinental Exchange, Inc. (“we,” “us,” “our,” the “Company,” or “ICE”) is filing this Amendment No. 1 on Form 10-K/A (“Form 10-K/A”) to amend the Annual Report on Form 10-K for the fiscal year ended December 31, 2022 (“2022 Form 10-K”), filed with the U.S. Securities and Exchange Commission (the “SEC”) on February 2, 2023, to include the information required by Items 10 through 14 of Part III of Form 10-K. This information was previously omitted from the 2022 Form 10-K in reliance on General Instruction G(3) to Form 10-K. This Form 10-K/A amends and restates in their entirety Items 10, 11, 12, 13 and 14 of Part III of the 2022 Form 10-K. We are also filing this Form 10-K/A to amend Part IV, Item 15 of the 2022 Form 10-K to provide certain financial information in accordance with Rule 3-09 of Regulation S-X. In 2021, Bakkt Holdings, Inc. (which we refer to as “Bakkt”) completed its merger with VPC Impact Acquisition Holdings, a special purpose acquisition company. Following the closing of the merger on October 15, 2021, we deconsolidated Bakkt upon loss of control and since then treat it as an equity method investment within our financial statements. Bakkt was a significant equity investee under Rule 3-09 for the year ended December 31, 2022, but not for the year ended December 31, 2021. We are filing this Form 10-K/A in connection with Post-Effective Amendment No. 1 to our registration statement on Form S-4 (No. 333-265709), to provide the consolidated balance sheet of Bakkt as of December 31, 2021, and the related consolidated statements of operations, comprehensive loss, changes in stockholders’ equity and mezzanine equity and cash flows for the period October 15, 2021 to December 31, 2021 (successor) and the consolidated balance sheet as of December 31, 2020 and the related consolidated statements of operations, comprehensive loss, changes in members’ equity and mezzanine equity and cash flows for the period January 1, 2021 to October 14, 2021 and the year ended December 31, 2020 (predecessor), and the related notes, audited by Ernst & Young LLP, independent registered public accounting firm, as set forth in their report thereon, included therein, that were publicly filed in Bakkt’s Annual Report on Form 10-K for the year ended December 31, 2021. In addition, we are filing this Form 10-K/A to include the consent of Ernst & Young LLP, Bakkt’s independent registered public accounting firm, with respect to its reports on such audited financial statements. The Bakkt financial statements provided hereby were prepared and provided to us by Bakkt. In addition, we intend to file another amendment to the 2022 Form 10-K to provide, in accordance with Rule 3-09 of Regulation S-X, the consolidated financial statements of Bakkt as of and for the year ended December 31, 2022 once those financial statements are available. We are further filing this Form 10-K/A to update Exhibit 4.26. Except as otherwise expressly noted, this Form 10-K/A does not modify or update in any way (i) the consolidated financial position, the results of operations or cash flows of the Company, or (ii) the disclosures in or exhibits to the 2022 Form 10-K; nor does it reflect events occurring after the filing of the 2022 Form 10-K. Among other things, forward-looking statements made in the 2022 Form 10-K have not been revised to reflect events that occurred or facts that became known to us after the filing of the 2022 Form 10-K, and such forward-looking statements should be read in their historical context. Furthermore, this Form 10-K/A should be read in conjunction with the 2022 Form 10-K and any subsequent filings with the SEC. | | |
