BKKT Bakkt Holdings Inc

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Organization

VPC Impact Acquisition Holdings (“VIH”) was a blank check company incorporated as a Cayman Islands exempted company on July 31, 2020. VIH was incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities.

On October 15, 2021 (the “Closing Date”), VIH and Bakkt Opco Holdings, LLC (then known as Bakkt Holdings, LLC, “Opco”) and its operating subsidiaries consummated a business combination (the “VIH Business Combination”) contemplated by the definitive Agreement and Plan of Merger entered into on January 11, 2021 (as amended, the “Merger Agreement”). In connection with the VIH Business Combination, VIH changed its name to “Bakkt Holdings, Inc.” and changed its jurisdiction of incorporation from the Cayman Islands to the State of Delaware (the “Domestication”).

Unless the context otherwise provides, “we,” “us,” “our,” “Bakkt,” the “Company” and like terms refer to Bakkt Holdings, Inc. and its subsidiaries, including Opco.

Immediately following the Domestication, we became organized in an umbrella partnership corporation, or “up-C,” structure in which substantially all of our assets and business are held by Opco, and our only direct assets consist of common units in Opco (“Opco Common Units”), which are non-voting interests in Opco, and the managing member interest in Opco.

In connection with the VIH Business Combination, a portion of VIH shares were exchanged for cash for shareholders who elected to execute their redemption right. The remaining VIH shares were exchanged for newly issued shares of our Class A common stock. Additionally, all outstanding membership interests and rights to acquire membership interests in Opco were exchanged for Opco Common Units and an equal number of newly issued shares of our Class V common stock. The existing owners of Opco other than Bakkt are considered noncontrolling interests in the accompanying consolidated financial statements (the “financial statements”).

On April 1, 2023 we completed the acquisition of 100% of the ownership interests of Apex Crypto LLC ("Apex Crypto") and subsequently changed the name of the legal entity to Bakkt Crypto Solutions, LLC ("Bakkt Crypto Solutions"), effective June 12, 2023. On March 20, 2024, Bakkt Crypto Solutions merged with and into Bakkt Marketplace, LLC ("Bakkt Marketplace"), with Bakkt Marketplace as the surviving entity in the merger. Bakkt Marketplace was then renamed to Bakkt Crypto Solutions, LLC ("Bakkt Crypto").

Description of Business

We provide, or are working to provide, simplified solutions focused in the following areas:

Crypto

•Custody. Our institutional-grade qualified custody solution is primarily provided by our subsidiary, Bakkt Trust Company LLC (“Bakkt Trust”), a limited purpose trust company that is supervised by the New York State Department of Financial Services (“NYDFS”) and governed by an independent Board of Managers. In connection to the acquisition of Apex Crypto, we acquired third-party custodial relationships with BitGo and Coinbase Custody, which are currently used by Bakkt Crypto for custody and coin transfers, where applicable. In addition, Bakkt Crypto also self-custodies select coins to facilitate consumer withdrawals.

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•Trading. Our platform provides customers with the ability to buy, sell and store crypto via application programming interfaces or embedded web experience. We enable clients in various industries to provide their customers with the ability to transact in crypto directly in their trusted environments. We currently facilitate transactions in the crypto assets listed in the table below.

Crypto Asset			Symbol
Bitcoin			BTC
Bitcoin Cash			BCH
Dogecoin			DOGE
Ethereum			ETH
Ethereum Classic			ETC
Litecoin			LTC
Shiba Inu			SHIB
USD Coin			USDC

Bakkt Trust’s custody solution provides support to Bakkt Crypto with respect to all crypto assets supported by the Company. Additionally, until October 2, 2023, Bakkt Trust operated, in conjunction with Intercontinental Exchange, Inc. ("ICE"), regulated infrastructure for trading, clearing, and custody services for physically-delivered bitcoin futures (See Note 8 "Related Parties" below for a description of a recent delisting of certain Bakkt Bitcoin futures and option contracts by ICE Futures U.S., Inc. ("IFUS")). Bakkt Crypto holds a New York State virtual currency license (commonly referred to as a "BitLicense"), and money transmitter licenses from all states throughout the U.S. where such licenses are required for the operation of its business, and is registered as a money services business with the Financial Crimes Enforcement Network of the United States Department of the Treasury.

As of March 31, 2024, we offer crypto services in the U.S. and in selected markets in Latin America and Europe. We expect to continue to pursue new markets in the future by working with our existing client base as well as targeting new clients.

Loyalty

We offer a full spectrum of supplier content through configurable, white-label e-commerce storefronts that end users can acquire via redemption of loyalty points. Our redemption catalog spans a variety of rewards categories including travel, gift cards and merchandise, including a unique Apple product and services storefront. Our travel solution offers a retail e-commerce booking platform with direct supplier integrations, as well as a U.S.-based call center for live-agent booking and servicing. Our platform provides a unified shopping experience that is built to seamlessly extend our customers’ loyalty strategies and user experience for their loyalty programs. Our platform’s functionality includes a mobile-optimized user interface, numerous configurations to support diverse program needs, promotional campaign services, comprehensive fraud protection capabilities and the ability to split payments across both loyalty points and credit cards.

Our accounting policies are as set forth in the notes to our Annual Report on Form 10-K for the year ended December 31, 2023 (our "Form 10-K").

Basis of Presentation

The accompanying unaudited interim consolidated financial statements are prepared in accordance with United States generally accepted accounting principles (“U.S. GAAP”) for interim financial information and with the instructions to the Quarterly Report on Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. In the opinion of management, the

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unaudited interim consolidated financial statements include the accounts of the Company and our subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. In addition, certain reclassifications of amounts previously reported have been made to the accompanying consolidated financial statements in order to conform to current presentation.

In the opinion of management, all adjustments (consisting of normal recurring accruals), considered necessary for a fair presentation have been included. The interim results for the three months ended March 31, 2024 are not necessarily indicative of the results that may be expected for the year ending December 31, 2024, or for any other future annual or interim period. These consolidated financial statements should be read in conjunction with the Company’s audited financial statements and accompanying notes thereto included in our Form 10-K.

On April 29, 2024, following approval by our stockholders and Board of Directors, we effected a reverse stock split (the “Reverse Stock Split”) of our Class A Common Stock, par value $0.0001 per share (“Class A Common Stock”), and Class V Common Stock, par value $0.0001 per share (“Class V Common Stock” and collectively with the Class A Common Stock, the “Common Stock”), at a ratio of 1-for-25 (the “Reverse Stock Split Ratio”). Our Class A Common Stock began trading on a reverse-split adjusted basis on the New York Stock Exchange (the "NYSE") as of the open of trading on April 29, 2024. All outstanding warrants and share-based awards were also adjusted on a 1-for-25 basis. In accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 505 Equity, changes in the capital structure of a public reporting entity due to a reverse stock split occurring after the balance sheet date, but before the release of the financial statements, should be given retroactive effect. As such, the Reverse Stock Split has been retroactively applied to all figures throughout this Quarterly Report on Form 10-Q (unless otherwise noted).

Use of Estimates

The preparation of the consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. We base our estimates and assumptions on historical experience and various judgments that we believe to be reasonable under the circumstances. The significant estimates and assumptions that affect the financial statements may include, but are not limited to, those that are related to going concern, income tax valuation allowances, useful lives and fair value of intangible assets and property, equipment and software, fair value of financial assets and liabilities, determining provision for doubtful accounts, valuation of acquired tangible and intangible assets, the impairment of intangible and long-lived assets and goodwill, our issued warrants, and fair market value of stock-based awards. Actual results and outcomes may differ from management’s estimates and assumptions and such differences may be material to our audited consolidated financial statements.

Liquidity and Going Concern

The accompanying unaudited consolidated financial statements are prepared on a going concern basis in accordance with U.S. GAAP. This presentation contemplates the realization of assets and the satisfaction of liabilities in the normal course of business and does not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might result from the outcome of the uncertainties described below.

At each reporting period, in accordance with Accounting Standards Codification ("ASC") 205-40, Going Concern, we evaluate whether there are conditions or events that raise substantial doubt about our ability to continue as a going concern within one year after the date the financial statements are issued. In accordance with ASC 205-40, our initial evaluation can only include management’s plans that have been fully implemented as of the issuance date. Operating forecasts for new products/markets cannot be considered in the initial evaluation as those product/market launches have not been fully implemented.

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Accordingly, our evaluation entails analyzing prospective fully implemented operating budgets and forecasts for expectations of our cash needs and comparing those needs to the current cash and cash equivalent balances. This evaluation initially does not take into consideration the potential mitigating effect of management’s plans that have not been fully implemented as of the date the financial statements are issued. When substantial doubt exists under this methodology, we evaluate whether the mitigating effect of our plans sufficiently alleviates substantial doubt about our ability to continue as a going concern. The mitigating effect of management’s plans, however, is only considered if both (1) it is probable that the plans will be effectively implemented within one year after the date that the financial statements are issued, and (2) it is probable that the plans, when implemented, will mitigate the relevant conditions or events that raise substantial doubt about the entity’s ability to continue as a going concern within one year after the date that these consolidated financial statements are issued.

Evaluation in conjunction with the issuance of the March 31, 2024 unaudited consolidated financial statements

In forecasting our expectation of cash needs for the initial ASC 205-40 evaluation, the crypto revenue growth projections exclude expansion to international retail crypto markets where such arrangements are not signed, as well as activation of new clients currently not live on our platform as of the date of release of these unaudited consolidated financial statements.

We have incurred net losses and consumed cashflow from operations since our inception and incurred losses and consumed cash through the date of this filing in excess of our cash inflows from operations and fundraising. Due to these ongoing losses and a limited supply of remaining cash and available-for-sale securities, substantial doubt was initially raised about our ability to continue as a going concern in connection with the filing of our Quarterly Report of Form 10-Q for the quarterly period ending September 30, 2023, which we alleviated through management plans which emphasized reducing headcount and other cost cutting measures. In connection with the filing of subsequent amendments thereto and in connection with our analysis as of December 31, 2023, we disclosed that without additional equity financing (See Note 10) we could not conclude that we could maintain our operations for a period of at least 12 months from the dates of such amended filings. We closed on equity offerings in March of 2024, prior to the release of the Form 10-K that when considered with management's other plans resulted in management concluding that notwithstanding the initial doubt that was raised, management's plans were expected to alleviate substantial doubt. For the three months ended March 31, 2024, we incurred a net loss of $21.3 million and consumed $38.4 million of cash in operations. We have historically relied on our existing cash and available-for-sale securities portfolio to fund operations. As of March 31, 2024, we had $56.6 million of available cash and cash equivalents that was not restricted or required to be held for regulatory capital (see Note 13) and $18.0 million in available-for-sale securities. We do not have any long-term debt to service but have commitments under long-term cloud computing, lease and marketing contracts as described in Notes 14 and 17. We expect to continue to incur losses and consume cash for the foreseeable future. This raised substantial doubt about our ability to continue as a going concern given our present liquidity.

We have been executing a strategic plan to optimize our capital allocation and expense base since the fourth quarter of 2022, which has reduced our annual cash expenses year over year and which we expect will continue to reduce our cash expenses in 2024. As a part of those plans, we will continue to align headcount and employee-related costs to further reduce cash expenses. We announced a reduction in force on May 3, 2024 which is expected to result in cash savings of approximately $13.0 million, excluding severance over the next 12 months. We will enact additional personnel and discretionary spending cuts such as incentive compensation, marketing, professional services and administrative travel to preserve cash to fund operations. We received approval in March 2024 to integrate, and have subsequently merged and integrated, Bakkt Marketplace and Bakkt Crypto Solutions, which will reduce the amount of regulatory capital and insurance collateral we are required to hold by up to $12.0 million by the end of 2024. However, it is critical to our plan to mitigate our cash burn that we significantly expand our revenue base to be able to generate a sustainable operating profit. There is significant uncertainty associated with our expansion to new markets and the growth of our revenue base given the uncertain and rapidly evolving environment associated with crypto assets. We believe after giving effect to management's plans to reduce cash expenses, that our cash, which includes the proceeds of the capital raise, and short-term securities will be sufficient to fund our operations for the next 12 months from the date of these financial statements. We believe the

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expected impact on our liquidity and cash flows resulting from the entity integration and the operational initiatives outlined above are probable of occurring and sufficient to enable us to meet our obligations for at least twelve months from the date the financial statements are issued and alleviate the substantial doubt about our ability to continue as a going concern.

Recently Adopted Accounting Pronouncements

For the three months ended March 31, 2024, there were no significant changes to the recently adopted accounting pronouncements applicable to us from those disclosed in Note 2 to the consolidated financial statements included in our Form 10-K.

Disaggregation of Revenue

We disaggregate revenue by service type and by platform as follows (in thousands):

Service Type						Three Months Ended March 31, 2024						Three Months Ended March 31, 2023
Transaction revenue						$	847,984					$	7,706
Subscription and service revenue						6,598						5,513
Total revenue						$	854,582					$	13,219

Platform						Three Months Ended March 31, 2024						Three Months Ended March 31, 2023
Loyalty redemption platform, net						13,242						12,776
Crypto services						841,340						443
Total revenue						$	854,582					$	13,219

We recognized revenue from foreign jurisdictions of $14.4 million for the three months ended March 31, 2024, and $0.9 million for the three months ended March 31, 2023.

We have one reportable segment to which our revenues relate.

Deferred Revenue

Contract liabilities consist of deferred revenue for amounts invoiced prior to us meeting the criteria for revenue recognition. We invoice customers for service fees at the time the service is performed, and such fees are recognized as revenue over time as we satisfy its performance obligation. Contract liabilities are classified as “Deferred revenue, current” and “Deferred revenue, noncurrent” in our consolidated balance sheets. The activity in deferred revenue for the three months ended March 31, 2024 and March 31, 2023, respectively, was as follows (in thousands):

			Three Months Ended March 31, 2024						Three Months Ended March 31, 2023
Beginning of the period contract liability			$	7,480					$	7,084
Revenue recognized from contract liabilities included in the beginning balance			(1,497)						(1,119)
Increases due to cash received, net of amounts recognized in revenue during the period			170						577
End of the period contract liability			$	6,153					$	6,542

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Remaining Performance Obligations

As of March 31, 2024, the aggregate amount of the transaction price allocated to the remaining performance obligations related to partially completed contracts is $18.0 million, comprised of $11.8 million of subscription fees and $6.2 million of service fees that are deferred. We recognize our subscription fees as revenue over a weighted-average period of 23 months (ranges from 1 month – 30 months) and our service fees as revenue over approximately 17 months.

As of March 31, 2023, the aggregate amount of the transaction price allocated to the remaining performance obligations related to partially completed contracts is $24.4 million, comprised of $17.9 million of subscription fees and $6.5 million of service fees that are deferred. We recognize our subscription fees as revenue over a weighted-average period of 32 months (ranges from 1 month – 42 months) and our service fees as revenue over approximately 24 months.

Contract Costs

Apex Crypto

On April 1, 2023 we completed the acquisition of 100% of the ownership interests of Apex Crypto. We recognized goodwill from the acquisition due to the assembled, experienced workforce and anticipated growth we expect to achieve from Apex Crypto’s sales pipeline and product capabilities. The total consideration as measured at April 1, 2023 included $55.0 million in cash, approximately $10.5 million in Class A Common Stock payable based on Apex Crypto’s performance in the fourth quarter of 2022, and $11.8 million of cash paid for net working capital, which was predominantly cash held in banks. In addition, we may pay up to $100.0 million of our Class A Common Stock as additional consideration depending on Apex Crypto’s achievement of certain financial targets through 2025 (the "contingent consideration"). As part of the purchase price allocation the value of the contingent consideration was estimated to be $2.9 million.

The following is a reconciliation of the fair value of consideration transferred in the acquisition to the fair value of the assets acquired and liabilities assumed.

($ in millions)
Cash consideration paid						55.0
Cash paid for working capital and cash						11.8
Class A Common Stock at transaction close						10.5
Estimated fair value of Class A Common Stock contingent consideration						2.9
Total consideration						$	80.2
Current assets						31.8
Safeguarding asset for crypto						689.3
Non-current assets						0.3
Intangible assets - developed technology						5.6
Intangible assets - customer relationships						10.2
Goodwill						52.0
Current liabilities						(19.7)
Safeguarding obligation for crypto						(689.3)
Net assets acquired						$	80.2

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The above fair values are as of the acquisition date. The acquired intangible assets and goodwill required the use of significant unobservable inputs including client activation forecasts, expectations about customer trading volume and frequency, customer attrition rates, and estimated useful lives of acquired technology and discount rates (level 3 inputs). The acquired customer relationships were valued using a multi-period excess earnings model. The acquired developed technology was valued using a relief from royalty method. Acquired crypto safeguarding asset and obligation were valued based on the midpoint of a bid-ask spread as of the acquisition date (level 2 inputs). Other assets and liabilities were carried over at their acquired costs which was not materially different than their fair values.

The contingent consideration payable in Class A Common Stock to Apex Crypto's former owners based on the performance of the business in the 2023-2025 annual periods was estimated using a Monte Carlo model given the range of possible outcomes. As of December 31, 2023, we determined the value of the contingent consideration was zero, based on our forward-looking projections and minimum profit requirements associated with the contingent consideration and reversed the accrual through acquisition expenses. As of March 31, 2024, we determined the value of the contingent consideration remained zero.

The following unaudited pro forma financial information presents the Company's results of operations as if the acquisition of Apex Crypto had occurred on January 1, 2023. The unaudited pro forma financial information as presented below is for illustrative purposes and does not purport to represent what the results of operations would actually have been if the acquisition of Apex Crypto occurred as of the date indicated or what the results would be for any future periods. The unaudited pro forma results reflect the step-up amortization adjustments for the fair value of intangible assets acquired, acquisition-related expenses, and share-based compensation expense for newly issued restricted stock units. Proforma revenue for the three months ended March 31, 2023 would be $458.3 million. Proforma net loss for the three months ended March 31, 2023 would be $38.5 million.

Subsequent to the acquisition, we changed the name of Apex Crypto to Bakkt Crypto Solutions, LLC ("Bakkt Crypto Solutions").

Bumped Acquisition

On February 8, 2023, we acquired 100% of the units of Bumped Financial, LLC, which we subsequently renamed Bakkt Brokerage, LLC ("Bakkt Brokerage"), a broker-dealer registered with the SEC and the Financial Industry Regulatory Authority, Inc., for cash consideration of $0.6 million. Because of the limited scope of its historical operations we determined that substantially all of the purchase consideration in the transaction would be allocated to the in-place licenses Bakkt Brokerage held and as such, have accounted for this as an asset acquisition.

Changes in goodwill consisted of the following (in thousands):

Balance as of December 31, 2023			$	68,001
Foreign currency translation			—
Balance as of March 31, 2024			$	68,001

We identified a triggering event related to the significant decline in our stock price, indicating a potential impairment of our goodwill during the quarter ended March 31, 2024. We determined no goodwill impairment charge was required based on a comparison of our market capitalization against the carrying value of our equity.

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Intangible assets consisted of the following (in thousands):

			March 31, 2024
			Weighted Average Useful Life (in years)						Gross Carrying Amount						Accumulated Amortization						Net Carrying Amount
Trademarks / trade names			Indefinite						2,900						—						2,900
Total									$	2,900					$	—					$	2,900

			December 31, 2023
			Weighted Average Useful Life (in years)						Gross Carrying Amount						Accumulated Amortization						Impairment						Net Carrying Amount
Licenses			Indefinite						$	611					$	—					(611)						$	—
Trademarks / trade names			Indefinite						8,000						—						(5,100)						2,900
Technology			5						18,360						(6,234)						(12,126)						—
Customer relationships			8.4						55,170						(12,508)						(42,662)						—
Total									$	82,141					$	(18,742)					(60,499)						$	2,900

We did not record any amortization of intangible assets for the three months ended March 31, 2024 as our finite lived intangible assets have been fully impaired. Amortization of intangible assets for the three months ended March 31, 2023 was $2.0 million, and is included in “Depreciation and amortization” in the statements of operations.

Estimated future amortization for definite-lived intangible assets as of March 31, 2024 is zero as our finite lived intangible assets have been fully impaired.

Intangible assets also include crypto we own, which are accounted for as indefinite-lived intangible assets and are initially measured at cost (under a first-in, first-out basis) under the guidance in ASC 350 Intangibles - Goodwill and Other. These assets are not amortized, but assessed for impairment continually given the volatility of markets for these assets. Impairment exists when the carrying amount exceeds its fair value. The fair value of crypto is determined as the lowest price of executed transactions during the measurement or holding period using the quoted price of the crypto in our principal market. The carrying amount of a crypto asset after its impairment becomes its new cost basis. Impairment losses are not reversible or recoverable and are included in “Crypto costs” in the consolidated statement of operations. Impairment losses were not material for the three months ended March 31, 2024 or March 31, 2023. Our owned crypto is typically liquidated on a daily basis during the fulfillment of customer orders and settlement with our liquidity providers. We classify cash flows from crypto within cash flows from operating activities.

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Accounts Receivable, Net

Accounts receivable, net consisted of the following (in thousands):

			March 31, 2024						December 31, 2023
Trade accounts receivable			$	11,747					$	14,987
Receivables from customers, clients and liquidity partners			16,386						6,123
Unbilled receivables			4,880						6,125
Deposits			2,176						939
Other receivables			2,861						2,221
Total accounts receivable			38,050						30,395
Less: Allowance for doubtful accounts			(893)						(731)
Total			$	37,157					$	29,664

Deposits includes cash, as noted on the consolidated statements of cash flows, at clearing agencies used to settle customer transactions. Amounts payable and receivable to our liquidity providers are reported net by counterparty when the right of offset exists.

Other Current Assets

Other current assets consisted of the following (in thousands):

			March 31, 2024						December 31, 2023
Prepaid expenses			$	3,645					$	3,307
Other			350						25
Total			$	3,995					$	3,332

Property, Equipment and Software, Net

Property, equipment and software, net consisted of the following (in thousands):

			March 31, 2024						December 31, 2023
Internal-use software			$	1,236					$	—
Other computer and network equipment			835						800
Leasehold improvements			235						—
Property, equipment and software, gross			2,306						800
Less: accumulated amortization and depreciation			(797)						(740)
Total			$	1,509					$	60

For the three months ended March 31, 2024 and March 31, 2023, depreciation and amortization expense related to property, equipment and software amounted to $0.1 million and $1.0 million, respectively, of which less than $0.1 million and $0.3 million, respectively, related to amortization expense of capitalized internal-use software placed in service.

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Other Assets

Other assets consisted of the following (in thousands):

			March 31, 2024						December 31, 2023
Operating lease right-of-use assets			$	10,834					$	11,456
Deposits with clearinghouse			159						159
Other			1,780						1,647
Total			$	12,773					$	13,262

Accounts Payable and Accrued Liabilities

Accounts payable and accrued liabilities consisted of the following (in thousands):

			March 31, 2024						December 31, 2023
Accounts payable			$	5,670					$	14,925
Payables to clients and customers			16,516						4,906
Accrued expenses			17,963						15,970
Purchasing card payable			11,214						11,830
Salaries and benefits payable			7,093						4,442
Loyalty revenue share liability			3,653						2,686
Other			608						620
Total			$	62,717					$	55,379

Other Current Liabilities

Other current liabilities consisted of the following (in thousands):

			March 31, 2024						December 31, 2023
Current maturities of operating lease liability			3,718						3,636
Other			111						70
Total			$	3,829					$	3,706

Other Noncurrent Liabilities

Other noncurrent liabilities consisted of the following (in thousands):

			March 31, 2024						December 31, 2023
Operating lease liability, noncurrent			$	22,481					$	23,525
Total			$	22,481					$	23,525

Amounts receivable and payable included in the tables above related to our crypto transactions pending settlement with our customers and liquidity providers were settled in April 2024 in amounts consistent with those reflected above.

On October 15, 2021, we entered into a Tax Receivable Agreement (the "TRA") with certain Opco equity holders. Each Opco common unit, when coupled with one share of our Class V Common Stock is referred to as a “Paired Interest.” Pursuant to the TRA, among other things, holders of Opco common units may, subject to certain conditions, from and after April 16, 2022, exchange such Paired Interests for Class A Common Stock on a one-for-one basis, subject to the terms of

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the Exchange Agreement, including our right to elect to deliver cash in lieu of Class A Common Stock and, in certain cases, adjustments as set forth therein. Opco will have in effect an election under Section 754 of the Internal Revenue Code for each taxable year in which an exchange of Opco common units for Class A Common Stock (or cash) occurs.

The exchanges are expected to result in increases in the tax basis of the tangible and intangible assets of Opco. These increases in tax basis may reduce the amount of tax that we would otherwise be required to pay in the future. These increases in tax basis may also decrease gains (or increase losses) on future dispositions of certain capital assets to the extent tax basis is allocated to those capital assets.

ICE Management and Technical Support

Upon consummation of the VIH Business Combination, we entered into a Transition Services Agreement (the “ICE TSA”) with ICE, pursuant to which ICE provides insurance, digital warehouse, data center, technical support, and other transition-related services in exchange for quarterly service fees payable by us. We did not recognize any expense related to the ICE TSA for the three months ended March 31, 2024. We recognized $0.6 million of expense related to the ICE TSA for the three months ended March 31, 2023, which is reflected as “Related party expenses” in the consolidated statements of operations. As of March 31, 2024 and December 31, 2023, we had $2.2 million and $3.0 million, respectively, reflected as “Due to related party” in the consolidated balance sheets related to the ICE TSA. The agreement terminated in December 2023.

Triparty Agreement

The Digital Currency Trading, Clearing, and Warehouse Services Agreement ("Triparty Agreement") provided for ICE Futures U.S., Inc. ("IFUS") to list for trading one or more digital currency futures and/or options contracts, and for ICE Clear US, Inc. ("ICUS") to serve as the clearing house to provide central counterparty and ancillary services for such contracts.

Effective July 28, 2023, IFUS delisted all Bakkt Bitcoin futures contracts other than the August and September 2023 expiry months, and also delisted all Bakkt Bitcoin Option contracts. Following the delisting, no new Bakkt Bitcoin futures or option expiry months were listed for trading. The August and September 2023 expiry months continued to be listed for trading through their regular last trading days, which were August 24 and September 28, 2023 respectively. No material revenues associated with the Triparty Agreement were recognized during the three months ended March 31, 2023. Effective October 2, 2023, the parties terminated the Triparty Agreement.

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Apex Crypto Technical Support

In connection with our acquisition of Apex Crypto, we entered into a Transition Services Agreement (the “Apex TSA”) with Apex Fintech Solutions, Inc. ("AFS"), pursuant to which AFS provides technical support and other transition-related services in exchange for quarterly service fees payable by us. We recognized $0.2 million of expense related to the Apex TSA during the three months ended March 31, 2024, which is reflected as “Related party expenses” in the consolidated statements of operations. As of March 31, 2024 and December 31, 2023, we had $0.3 million and $0.2 million, respectively, reflected as “Due to related party” in the consolidated balance sheets related to the Apex TSA.

As of March 31, 2024 and December 31, 2023, there were 7,140,808 public warrants outstanding. Public warrants may only be exercised for a whole number of shares. No fractional shares will be issued upon exercise of the public warrant. Holders of public warrants are entitled to purchase one share of Class A Common Stock for every 25 public warrants. The exercise price associated with such warrants is equivalent to $287.50 per share of Class A Common Stock. The public warrants became exercisable on November 15, 2021. The public warrants will expire on October 15, 2026, or earlier upon redemption or liquidation. We may redeem the outstanding warrants when various conditions are met, such as specific stock prices, as detailed in the specific warrant agreements. The warrants are recorded as a liability and reflected as “Warrant liability” in the consolidated balance sheets.

During the three months ended March 31, 2024 and March 31, 2023, we did not receive any proceeds from the exercise of the public warrants. We recognized a gain from the change in fair value of the warrant liability associated with the public warrants during the three months ended March 31, 2024 of $9.0 million. We recognized a loss from the change in fair value of the warrant liability associated with the public warrants during the three months ended March 31, 2023 of $1.0 million.

In connection with the Concurrent Offerings (see Note 10), we issued and sold to the Third-Party Purchasers an aggregate of 1,396,701 shares of the Company’s Class A Common Stock, including 196,701 shares of Class A Common Stock issued upon exercise of certain of the Pre-Funded Warrants (as defined below) prior to the Third-Party Closing, Class 1 Warrants (“Class 1 Warrants”) to purchase an aggregate of 922,722 shares of Class A Common Stock, Class 2 Warrants (“Class 2 Warrants”) to purchase an aggregate of 922,722 shares of Class A Common Stock and Pre-Funded Warrants (“Pre-Funded Warrants”) to purchase an aggregate of 448,742 shares of Class A Common Stock.

Concurrently, under the terms of the ICE Offering we entered into a securities purchase agreement (the “ICE Purchase Agreement” and, together with the Third-Party Purchase Agreement, the “Purchase Agreements”) with ICE, pursuant to which we agreed to sell to ICE Class 1 Warrants to purchase up to 230,680 shares of Class A Common Stock and Class 2 Warrants to purchase up to 230,680 shares of Class A Common Stock. The consummation of the transactions contemplated by the ICE Purchase Agreement (the “ICE Closings”) occurred on March 4, 2024 and April 25, 2024. At the ICE Closing, pursuant to the ICE Purchase Agreement, we issued and sold to ICE 461,361 shares of Class A Common Stock, Class 1 Warrants to purchase an aggregate of 230,680 shares of Class A Common Stock, and Class 2 Warrants to purchase an aggregate of 230,680 shares of Class A Common Stock

The Class 1 and Class 2 warrants have an exercise price of $25.50 and have a five-and-a-half year term. The Class 1 and Class 2 warrants may be exercised at any time after the 6 month anniversary of the relevant closing. The Class 2 warrant agreement contains an alternative exercise clause that entitles the holder to exchange two warrants for a share of stock if certain conditions are met. The Class 1 and Class 2 warrants issued in the Concurrent Offerings are initially recorded as a liability at fair value and reflected as “Warrant liability” in the consolidated balance sheets. The warrants issued on March 4, 2024 were valued at $27.7 million using a monte-carlo model. As of March 31, 2024, all Class 1 Warrants and Class 2 Warrants remain outstanding. As of March 31, 2024, holders have exercised all of the Pre-Funded Warrants. As of March 31, 2024, proceeds received from the exercise of Pre-Funded Warrants were immaterial. We

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recognized a gain from the change in fair value of the warrant liability associated with the Class 1 and Class 2 warrants during the three months ended March 31, 2024 of $7.6 million.

2024 Registered Direct Offering

On February 29, 2024, we entered into a securities purchase agreement with certain institutional investors, pursuant to which we agreed to sell and issue a combination of Class A Common Stock, Class 1 Warrants, Class 2 Warrants and Pre-Funded Warrants in a registered direct offering (the “Third-Party Offering”). In a concurrent registered direct offering (the “ICE Offering” and, together with the Third-Party Offering, the “Concurrent Offerings”) on February 29, 2024, we entered into a securities purchase agreement with ICE (a related party), pursuant to which we agreed to sell and issue a combination of Class A Common Stock, Class 1 Warrants and Class 2 Warrants. We raised net proceeds from the Third-Party Offering of approximately $37.6 million, after deducting the placement agent’s fees and estimated offering expenses payable by us, and raised net proceeds from the ICE Offering of approximately $9.8 million, after deducting estimated offering expenses payable by us. Approximately $2.4 million of proceeds from the ICE Offering were received concurrently with the closing of the Third-Party Offering, with the remaining $7.4 million received in a subsequent closing of the ICE Offering on April 25, 2024 after we obtained stockholder approval for such issuance. We intend to use the net proceeds from the Concurrent Offerings for working capital and other general corporate purposes.

Preferred Stock

We are authorized to issue 1,000,000 shares of preferred stock with a par value of $0.0001 per share. The holders of a series of preferred stock shall be entitled only to such voting rights as shall expressly be granted thereto by the Certificate of Incorporation (including any certificate of designation relating to such series of preferred stock). As of March 31, 2024, no shares of preferred stock have been issued.

Common Stock

Class A Common Stock

We are authorized to issue 30,000,000 shares with a par value of $0.0001 per share. Each holder of record of Class A Common Stock is entitled to one vote for each share of Class A Common Stock held on all matters on which stockholders generally or holders of Class A Common Stock as a separate class are entitled to vote, including the election or removal of directors (whether voting separately as a class or together with one or more classes of our capital stock). As of March 31, 2024 and December 31, 2023, there were 5,873,079 and 3,793,837 shares of Class A Common Stock issued and outstanding, respectively.

Dividends

Subject to preferences that may be applicable to any outstanding preferred stock, the holders of shares of Class A Common Stock are entitled to receive ratably such dividends, if any, as may be declared from time to time by our Board out of funds legally available therefor. As of March 31, 2024, no dividends have been declared.

Liquidation

In the event of any voluntary or involuntary liquidation, dissolution or winding up of our affairs, the holders of Class A Common Stock are entitled to share ratably in all assets remaining after payment of our debts and other liabilities, subject to prior distribution rights of preferred stock or any class or series of stock having a preference over the Class A Common Stock, then outstanding, if any.

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Class V Common Stock

We are authorized to issue 10,000,000 shares with par value $0.0001 per share. These shares have no economic value but entitle the holder to one vote per share. Paired Interests may be exchanged for one share of our Class A Common Stock or a cash amount in accordance with the Third Amended and Restated Limited Liability Company Agreement of Opco and the Amended and Restated Exchange Agreement. Holders of Paired Interests became eligible on April 16, 2022 under the Exchange Agreement to exchange their Paired Interests for Class A Common Stock, or, at our election, cash in lieu thereof. During the three months ended March 31, 2024, holders of Paired Interests exchanged 4,725 Paired Interests for our Class A Common Stock, and we did not elect to settle any such exchanges in cash. As of March 31, 2024 and December 31, 2023, there were 7,195,339 and 7,200,064 shares of Class V Common Stock issued and outstanding, respectively.

Dividends

Dividends will not be declared or paid on the Class V Common Stock.

Liquidation

In the event of any voluntary or involuntary liquidation, dissolution or winding up of our affairs, the holders of Class V Common Stock shall not be entitled to receive any of our assets.

Restrictions

In the event that any outstanding share of Class V Common Stock ceases to be held directly or indirectly by a holder of Opco common units, such share will automatically be transferred to us and cancelled for no consideration. We will not issue additional shares of Class V Common Stock, other than in connection with the valid issuance or transfer of Opco common units in accordance with Opco’s Third Amended and Restated Limited Liability Company Agreement (the “LLC Agreement”).

Noncontrolling Interest

The following table summarizes the ownership interest in Opco as of March 31, 2024 and December 31, 2023:

			March 31, 2024									December 31, 2023
			Opco Common Units			Ownership %						Opco Common Units			Ownership %
Opco common units held by Bakkt Holdings, Inc.			5,873,079			45		%				3,793,837			35		%
Opco common units held by noncontrolling interest holders			7,195,339			55		%				7,200,064			65		%
Total Opco common units outstanding			13,068,418			100		%				10,993,901			100		%

The weighted average ownership percentages for the applicable reporting periods are used to attribute net loss and other comprehensive loss to the Company and the noncontrolling interest holders. The noncontrolling interest holders' weighted average ownership percentage for the three months ended March 31, 2024 was 62.1%.

Members’ Equity

Prior to the VIH Business Combination, Opco had three classes of voting units – Class A, Class B and Class C voting units – and incentive units granted under the Opco Incentive Equity Plan (the “Opco Plan”).

In connection with the VIH Business Combination, Class C warrants of Opco automatically converted into the right to purchase 31,734 Paired Interests in Opco at an exercise price of $126 per Paired Interest. As of March 31, 2024,

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6,882 modified warrant units have vested but have not been exercised, and the remaining 24,851 warrant units have not vested or been exercised. No expenses were recorded during the three months ended March 31, 2024 and March 31, 2023, since the service conditions were not probable of being met in those periods.

2021 Incentive Plan

Our 2021 Omnibus Incentive Plan, as amended (the “2021 Incentive Plan”), became effective on the Closing Date with the approval of VIH’s shareholders and the Board of Directors. The 2021 Incentive Plan allows us to make equity and equity-based incentive awards to employees, non-employee directors and consultants. There were initially 1,032,677 shares of Class A Common Stock reserved for issuance under the 2021 Incentive Plan which can be granted as stock options, stock appreciation rights, restricted shares, restricted stock units ("RSUs"), performance stock units ("PSUs"), dividend equivalent rights and other share-based awards. On June 6, 2023, the 2021 Incentive Plan was amended to increase by 1,063,618 shares the number of authorized shares of Class A Common Stock available for issuance for a new aggregate total of 2,096,295 shares authorized. No award may vest earlier than the first anniversary of the date of grant, subject to limited conditions.

Share-Based Compensation Expense

During the three months ended March 31, 2024 and March 31, 2023, we granted 482,599 and 180,454 RSUs, respectively, to employees and directors. During the three months ended March 31, 2024 and March 31, 2023, respectively, we did not grant any PSUs.

We recorded $7.7 million and $5.9 million of share-based compensation expense related to RSUs for the three months ended March 31, 2024 and March 31, 2023, respectively. We recorded $0.3 million and $1.4 million of share-based compensation expense related to PSUs for the three months ended March 31, 2024 and March 31, 2023, respectively. Share-based compensation expense for both RSUs and PSUs, except for share-based compensation expense related to the Company's restructuring efforts discussed below, is included in “Compensation and benefits” in the consolidated statements of operations.

Unrecognized compensation expense as of March 31, 2024 and December 31, 2023 was $11.5 million and $14.3 million, respectively, for the RSUs and PSUs. The unrecognized compensation expense as of March 31, 2024 and December 31, 2023 will be recognized over a weighted-average period of 1.90 years and 1.38 years, respectively.

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RSU and PSU Activity

The following tables summarize RSU and PSU activity under the 2021 Incentive Plan for the three months ended March 31, 2024 and March 31, 2023 (in thousands, except per unit data):

RSUs and PSUs			Number of RSUs and PSUs						Weighted Average Remaining Contractual Term (years)						Weighted Average Grant Date Fair Value						Aggregate Intrinsic Value
Outstanding as of December 31, 2022			551						2.05						$	101.25
Granted			180												$	37.00					$	6,600
Forfeited			(30)
Vested			(98)
Outstanding as of March 31, 2023			603						2.02						$	82.00
Outstanding as of December 31, 2023			521						1.38						$	69.75
Granted			482												$	11.50					$	5,527
Forfeited			(77)
Vested			(233)
Outstanding as of March 31, 2024			693						1.90						$	27.25

During the three months ended March 31, 2024 and March 31, 2023, we recorded $4.9 million and $2.1 million, respectively, of share-based compensation expense related to the accelerated vesting of awards for certain employees, primarily related to the termination of a former executive. Acceleration of share-based compensation expense related to our restructuring efforts is included in “Restructuring expenses” in the consolidated statements of operations. We also recorded reversal of share-based compensation expense of $0.1 million and $0.3 million during the three months ended March 31, 2024 and March 31, 2023, respectively, for forfeitures related to the termination of employees.

Total fair value of vested RSU and PSU awards was $4.8 million and $4.5 million for the three months ended March 31, 2024 and March 31, 2023, respectively.

The fair value of the RSUs and PSUs used in determining share-based compensation expense is based on the closing price of our common stock on the grant date.

PSUs provide an opportunity for the recipient to receive a number of shares of our Class A Common Stock based on various performance metrics. Upon vesting, each performance stock unit equals one share of Class A Common Stock of the Company. We accrue compensation expense for the PSUs based on our assessment of the probable outcome of the performance conditions. The metrics for PSUs granted during 2022 relate to our performance during fiscal years 2022, 2023 and 2024, as measured against objective performance goals as determined by the Board. The actual number of units earned may range from 0% to 150% of the target number of units depending upon achievement of each year’s performance goals. PSUs granted in 2022 vest in three equal annual installments, subject to a catch-up provision over the three annual performance targets. The metrics for PSUs granted during 2023 relate to our performance during fiscal year 2023, as measured against objective performance goals approved by the Board. The actual number of units earned may range from 0% to 150% of the target number of units depending upon achievement of the 2023 performance goals. PSUs granted in 2023 vest in three equal annual installments from 2024 to 2026.

Opco Plan

Preferred incentive units and common incentive units (collectively, “incentive units”) represent an ownership interest in Opco and are entitled to receive distributions from Opco, subject to certain vesting conditions. Opco classifies incentive units as equity awards on its consolidated balance sheets. Participation units, issued directly by Opco to Opco Plan participants, do not represent an ownership interest in Opco but rather provide Opco Plan participants the contractual

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right to participate in the value of Opco, if any, through either a cash payment or issuance of Class A Common Stock upon the occurrence of certain events following vesting of the participation units. Refer to Note 11 to our consolidated financial statements included in our Form 10-K where the modifications to the Opco Plan are described in detail.

Upon consummation of the VIH Business Combination, the 76,475,000 outstanding preferred incentive units and 23,219,745 outstanding common incentive units were converted into 698,934 common incentive units, and the 10,811,502 outstanding participation units were converted into 1,197,250 participation units. Opco preferred incentive units and common incentive units outstanding prior to the VIH Business Combination, as well as participation units, were not impacted by the Reverse Stock Split discussed in Note 2, therefore these amounts are presented without consideration of the Reverse Stock Split Ratio. Contemporaneously with the conversion, approximately one-third of the awards in the Opco Plan vested. The second tranche vested on the one-year anniversary of the Closing Date and the third tranche vested on the two-year anniversary of the Closing Date, although under the terms of the Opco Plan, employees who are terminated without cause after the Closing Date will vest in the unvested portion of their awards immediately upon their termination date. There has not been, and will not be, any additional awards made under the Opco Plan following the VIH Business Combination.

Unit-Based Compensation Expense

Unit-based compensation expense for the three months ended March 31, 2023, was as follows (in thousands):

Type of unit			Three Months Ended March 31, 2023
Common incentive unit			$	542
Participation unit			138
Total			$	680

As of December 31, 2023, all Common Incentive Units and Participation Units had vested or been forfeited and there was no unrecognized unit-based compensation expense.

Incentive Unit Activity

The following table summarizes common incentive unit activity under the Opco Plan for the three months ended March 31, 2023 and March 31, 2024 (in thousands, except per unit data):

Common Incentive Units			Number of Common Incentive Units			Weighted Average Remaining Contractual Term (years)			Weighted Average Grant Date Fair Value			Aggregate Intrinsic Value
Outstanding as of December 31, 2022			332			0.79			$	157.50		$	67,635
Granted			—
Forfeited			—
Exchanged			(8)
Outstanding as of March 31, 2023			324			0.54			$	157.50		$	65,980
Outstanding as of December 31, 2023			309			0			$	166.75		$	51,467
Granted			—
Forfeited			—
Exchanged			(5)
Outstanding as of March 31, 2024			304			0			$	166.75		$	50,677

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There were no participation units granted during the three months ended March 31, 2023. We made cash payments of less than $0.1 million to settle vested participation units during the three months ended March 31, 2023.

Determination of Fair Value

The fair value of incentive and participation units granted is calculated through a Monte Carlo simulation based on various outcomes. Opco determined that a Monte Carlo simulation was an appropriate estimation model because of the market conditions associated with the vesting of the units. The determination of the fair value of the units is affected by Opco’s stock price and certain assumptions such as Opco’s expected stock price volatility over the term of the units, risk-free interest rates, and expected dividends, which are determined as follows:

•Expected term – The expected term represents the period that a unit is expected to be outstanding.

•Volatility – Opco has limited historical data available to derive its own stock price volatility. As such, Opco estimates stock price volatility based on the average historic price volatility of comparable public industry peers.

•Risk-free interest rate – The risk-free rate is based on the U.S. Treasury yield curve in effect on the grant date for securities with similar expected terms to the term of Opco’s incentive units.

•Expected dividends – Expected dividends is assumed to be zero as Opco has not paid and does not expect to pay cash dividends or non-liquidating distributions.

•Discount for lack of marketability – an estimated two-year time to exit Predecessor awards and the six-month lock-up restriction on Successor awards is reflected as a discount for lack of marketability estimated using the Finnerty model.

Basic earnings per share is based on the weighted average number of shares of Class A Common Stock issued and outstanding. Diluted earnings per share is based on the weighted average number shares of Class A Common Stock issued and outstanding and the effect of all dilutive common stock equivalents and potentially dilutive share-based awards outstanding. There is no difference in the number of shares used to calculate basic and diluted shares outstanding due to our net loss position. The potentially dilutive securities that would be anti-dilutive due to our net loss are not included in the calculation of diluted net loss per share attributable to controlling interest.

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The following is a reconciliation of the denominators of the basic and diluted per share computations for net loss (in thousands, except share and per share data):

			Three Months Ended March 31, 2024						Three Months Ended March 31, 2023
Net Loss per share:
Numerator – basic and diluted:
Net loss			$	(21,275)					$	(44,859)
Less: Net loss attributable to noncontrolling interest			(13,110)						(30,883)
Net loss attributable to Bakkt Holdings, Inc. – basic			(8,165)						(13,976)
Net loss and tax effect attributable to noncontrolling interests			—						—
Net loss attributable to Bakkt Holdings, Inc. – diluted			$	(8,165)					$	(13,976)
Denominator – basic and diluted:
Weighted average shares outstanding – basic			4,396,495						3,275,172
Weighted average shares outstanding – diluted			4,396,495						3,275,172
Net loss per share – basic			$	(1.86)					$	(4.27)
Net loss per share – diluted			$	(1.86)					$	(4.27)

Potential common shares issuable to employees or directors upon exercise or conversion of shares under our share-based and unit-based compensation plans and upon exercise of warrants are excluded from the computation of diluted earnings per common share when the effect would be anti-dilutive.

No shares that are contingently issuable as part of the Bakkt Crypto Solutions acquisition have been included in the calculation of diluted EPS as no amounts are payable as of March 31, 2024. The following table summarizes the total potential common shares excluded from diluted loss per common share as their effect would be anti-dilutive (in thousands):

			As of March 31, 2024
RSUs and PSUs			679
Public warrants			286
Opco warrants			32
Class 1 and Class 2 warrants			1,956
Opco common units			7,195
Total			10,148

Bakkt Trust is subject to certain regulatory capital requirements imposed by NYDFS. These capital requirements require Bakkt Trust to maintain in cash the greater of a defined positive net worth or the sum of the required percentages established for transmitted assets and cold wallet and hot wallet custody assets. The amounts set aside to satisfy these requirements are included within “Restricted cash” in the consolidated balance sheets.

Bakkt Crypto holds a BitLicense from NYDFS, which subjects it to NYDFS’s oversight with respect to business activities conducted in New York State and with New York residents, and is required to maintain a capital balance equal to the greater of a predefined minimum amount or the sum of the required percentages established for transmitted assets, cold wallet and hot wallet custody assets, and predefined wind-down costs, or expected costs associated with the orderly wind-down of the business. Bakkt Crypto also has money transmitter licenses wherever its business model requires (46 states

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plus Washington D.C., giving effect to the surrender of duplicative and unneeded licenses following the merger of Bakkt Crypto Solutions and Bakkt Marketplace discussed below) which require it to maintain a minimum tangible net worth. Several states have adopted the Model Money Transmission Modernization Act (“MMTMA”), which defined tangible net worth as the aggregate assets of a licensee excluding all intangible assets, less liabilities, and established a calculation for minimum tangible net worth as a percentage of total assets. For states that have not adopted the MMTMA, Bakkt Crypto is required to maintain tangible net worth of a minimum amount, plus the amount of customer funds held in transit. In March 2024, we received approval from NYDFS to merge, and have since merged, Bakkt Crypto Solutions and Bakkt Marketplace into one legal entity, now referred to as Bakkt Crypto.

Bakkt Brokerage is registered as a broker-dealer with the Financial Industry Regulatory Authority and is required to maintain a minimum amount of net capital. Bakkt Brokerage's net capital requirement is not material.

As of March 31, 2024 and December 31, 2023, the above mentioned subsidiaries were in compliance with their respective regulatory capital requirements. The minimum capital requirements to which our subsidiaries are subject may restrict their ability to transfer cash. We may also be required to transfer cash to our subsidiaries such that they may continue to meet these minimum capital requirements.

401(k) Plan

We sponsor a 401(k) defined contribution plan covering all eligible U.S. employees. Both Company and employee contributions to the 401(k) plan are discretionary. For the three months ended March 31, 2024 and March 31, 2023, we recorded approximately $0.7 million and $1.0 million, respectively, of expenses related to the 401(k) plan, which is included in "Compensation and benefits" in the consolidated statement of operations.

Tax Receivable Agreement

The Company is party to a TRA with certain Opco equity holders. As of March 31, 2024, the Company has not recorded a liability under the TRA related to the income tax benefits originating from the exchanges of Opco common units as it is not probable that the Company will realize such tax benefits. The amounts payable under the TRA will vary depending upon a number of factors, including the amount, character, and timing of the taxable income of the Company in the future. Should the Company determine that the payment of the TRA liability becomes probable at a future date based on new information, any changes will be recorded on the Company's condensed consolidated statement of operations and comprehensive loss at that time.

Litigation

As described above, in October 2021, we completed the VIH Business Combination with VIH, pursuant to which VIH changed its name to Bakkt Holdings, Inc. and the current directors and officers of the Company replaced the directors and officers in place prior to the VIH Business Combination. On April 21, 2022, a putative class action was filed against Bakkt Holdings, Inc. and certain of its directors and officers prior to the VIH Business Combination in the U.S. District Court for the Eastern District of New York on behalf of certain purchasers of securities of VIH and/or purchasers of Bakkt Class A Common Stock issued in connection with the VIH Business Combination. On August 3, 2022, the Court appointed lead plaintiffs and lead counsel and on October 18, 2022, lead plaintiffs filed an amended complaint (the "Amended Complaint"). The Amended Complaint alleged that VIH made false or misleading statements and omissions of material fact in the registration statement and prospectus/proxy statement filing in connection with the VIH Business Combination and in other SEC filings made by VIH, in violation of federal securities laws in connection with disclosures relating to certain of VIH’s financial statements, accounting, and internal controls and that, as a result, VIH securities traded at artificially inflated prices. Plaintiffs sought certification of a class of purchasers of (1) VIH/Bakkt’s publicly traded securities between March 31, 2021 and November 19, 2021, and/or (2) Bakkt’s publicly traded securities pursuant and/or traceable to the registration statement. The Amended Complaint sought damages, as well as fees and costs. The Amended

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Complaint named as defendants only one current director, and no current officers, of Bakkt. On March 14, 2023, the parties reached a settlement in principle. On April 12, 2023, the parties completed a stipulation of settlement resolving the litigation for $3.0 million, subject to Court approval. On September 21, 2023, the Court granted the motion for preliminary approval. On February 27, 2024, the Court held a final approval hearing at which the Court sought certain limited additional information from Plaintiffs, which Plaintiffs provided on March 5, 2024. On April 17, 2024, the Court granted the Plaintiffs' motion for final approval and terminated the class action. We expect the settlement will be covered by our insurance less our contractual retention.

On June 23, 2023, an “opt-out” action related to the foregoing class action was filed against Bakkt Holdings, Inc. and the individuals named in the class action. In late February 2024, plaintiff provided notice that he intended to pursue his remedies as a class member, and therefore did not expect further to pursue this action. On March 1, 2024, the parties filed a joint stipulation of dismissal without a settlement or compromise between the parties, and on March 5, 2024 the Court issued an order dismissing the action.

On February 20, 2023, a derivative action related to the foregoing class action was filed against Bakkt Holdings, Inc. and all of its directors in the U.S. District Court for the Eastern District of New York. On June 13, 2023, the defendants filed with the Court a pre-motion letter setting forth the reasons for the dismissal of the action. On July 20, 2023, the parties filed with the Court a stipulation of a voluntary dismissal of the action without a settlement or compromise between them. On July 31, 2023, the Court issued an order to dismiss the action.

Prior to its acquisition by the Company, Apex Crypto received requests from the SEC for documents and information about certain aspects of its business, including the operation of its trading platform, processes for listing assets, the classification of certain listed assets, and relationships with customers and service providers, among other topics. The SEC has since made a number of follow-up requests for additional documents and information, and the Company has continued to respond to those requests on a timely basis. Based on the ongoing nature of this matter, the outcome remains uncertain and the Company cannot estimate the potential impact, if any, on its business or financial statements at this time.

On January 25, 2024, the Company’s subsidiary, Aspire Loyalty Travel Solutions, LLC (“Aspire”) received a letter from one of its vendors alleging breach of its agreement with that vendor relating to a migration of Aspire’s systems to a different vendor. The alleged breach relates to a contractual provision requiring Aspire to originate at least a given percentage of its redemptions on the vendor’s systems. We recognized $0.4 million of expense for this matter during the three months ended March 31, 2024. The total amount accrued for this matter as of March 31, 2024 was $1.1 million.

Other legal and regulatory proceedings have arisen and may arise in the ordinary course of business. However, we do not believe that the resolution of these matters will have a material adverse effect on our financial position, results of operations or cash flows. However, future results could be materially and adversely affected by new developments relating to the legal proceedings and claims.

Commercial Purchasing Card Facility

On April 7, 2022, we entered into a corporate card services agreement with Bank of America to provide a purchasing card facility that we utilize for redemption purchases made from vendors as part of our loyalty redemption platform.. Total borrowing capacity under the facility was $35 million and there is no defined maturity date. Expenditures made using the purchasing card facility are payable at least bi-monthly, are not subject to formula-based restrictions and do not bear interest if amounts outstanding are paid when due and in full. The purchasing card facility requires us to maintain a concentration account with the lender subject to a minimum liquidity maintenance requirement of $7.0 million along with the accounts receivable of our subsidiary, within the loyalty business. Bakkt Holdings, Inc. serves as the guarantor on behalf of our subsidiary under the commercial purchasing card facility. We began using the purchasing card facility in August 2022.

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In March 2024, Bank of America required us to pledge as collateral the amounts which were previously required to be maintained in the concentration account. In April 2024, Bank of America reduced our credit line associated with the purchasing card facility from $35.0 million to $20.0 million.

Purchase Obligations

In December 2021, we entered into a four-year cloud computing arrangement which includes minimum contractual payments due to the third-party provider. In December 2023, we agreed to amend the contract and extend the payment period for an additional year. During the year ended December 31, 2023, we entered into a five-year strategic marketing agreement which required a committed spend. As of March 31, 2024, our outstanding purchase obligations consisted of the following future minimum commitments (in thousands):

			Payments Due by Period
			Less than 1 year						1-3 years						3-5 years						More than 5 years						Total
Purchase obligations			$	6,800					$	13,200					$	—					$	—					$	20,000

As a result of the VIH Business Combination, the Company acquired a controlling interest in Opco, which is treated as a partnership for U.S. federal income tax purposes, and in most applicable state and local income tax jurisdictions. As a partnership, Opco is not itself subject to U.S. federal and certain state and local income taxes. Any taxable income or loss generated by Opco is passed through to and included in the taxable income or loss of its partners, including the Company following the VIH Business Combination, on a pro rata basis. The Company's U.S. federal and state income tax expense primarily relates to the Company’s allocable share of any taxable income or loss of Opco following the VIH Business Combination. In addition, Opco’s wholly owned corporate subsidiaries that are consolidated for U.S. GAAP purposes but separately taxed for federal, state, and foreign income tax purposes as corporations are generating federal, state, and foreign income tax expense.

Our effective tax rate of (0.5)% for the three months ending March 31, 2024 differs from statutory rates primarily due to the noncontrolling interest that is not taxed to the Company and the absence of taxable income available to realize the Company’s net operating losses and other deferred tax assets.

Our effective tax rate of less than (0.1)% for the three months ending March 31, 2023 differs from statutory rates primarily due to the noncontrolling interest that is not taxed to the Company and the absence of taxable income available to realize the Company’s net operating losses and other deferred tax assets.

Deferred tax assets are reduced by a valuation allowance if, based on the weight of available evidence, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Our realizability of our deferred tax assets, in each jurisdiction, is dependent upon the generation of future taxable income sufficient to utilize the deferred tax assets on income tax returns, including the reversal of existing temporary differences, historical and projected operating results and tax planning strategies. We assessed that substantially all of our deferred tax assets were not more likely than not to be realized. As such. the Company had a valuation allowance of $139.3 million and $139.3 million as of March 31, 2024 and December 31, 2023, respectively.

The effects of uncertain tax positions are recognized in the consolidated financial statements if these positions meet a “more-likely-than-not” threshold. For those uncertain tax positions that are recognized in the consolidated financial statements, liabilities are established to reflect the portion of those positions it cannot conclude “more-likely-than-not” to be realized upon ultimate settlement. The Company had no unrecognized tax benefits or related interest and penalties accrued as of March 31, 2024 or December 31, 2023.

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Financial assets and liabilities that are measured at fair value on a recurring basis are classified as Level 1, Level 2 and Level 3 as follows (in thousands):

			As of March 31, 2024
			Total			Level 1			Level 2			Level 3
Assets:
U.S. Treasury debt securities			$	18,012		$	18,012		$	—		$	—
Safeguarding asset for crypto			1,233,238			—			1,233,238			—
Total Assets			$	1,251,250		$	18,012		$	1,233,238		$	—
Liabilities:
Safeguarding obligation for crypto			$	1,233,238		$	—		$	1,233,238		$	—
Warrant liability—Class 1 and Class 2 warrants			20,078			—			—			20,078
Warrant liability—public warrants			928			928			—			—
Total Liabilities			$	1,254,244		$	928		$	1,233,238		$	20,078

			As of December 31, 2023
			Total			Level 1			Level 2			Level 3
Assets:
U.S. Treasury debt securities			$	17,398		$	17,398		$	—		$	—
Safeguarding asset for crypto			701,556			—			701,556			—
Total Assets			$	718,954		$	17,398		$	701,556		$	—
Liabilities:
Safeguarding obligation for crypto			$	701,556		$	—		$	701,556		$	—
Warrant liability—public warrants			2,356			2,356			—			—
Total Liabilities			$	703,912		$	2,356		$	701,556		$	—

The carrying amounts of certain financial instruments, including cash and cash equivalents, accounts receivable, unbilled accounts receivable, due from related party, deposits with clearinghouse, due to related party, accounts payable and accrued liabilities, and operating lease obligations approximate their fair values due to their short-term nature. The balance of deposits with clearinghouse not invested in U.S. government securities are in the form of cash, and therefore approximate fair value.

Our investments in debt securities consist of U.S. Treasury debt securities held in the custody of a major financial institution. As of March 31, 2024, our investment in available-for-sale debt securities was determined to be a Level 1 investment based on quoted prices in active markets and was recorded in the consolidated balance sheets at fair value.

The fair value of the safeguarding obligation for crypto and the corresponding safeguarding asset for crypto was determined using Level 2 inputs which included using the value of the safeguarded asset determined as the mid-point of a bid-ask spread in the market we determined to be the principal market for the related crypto as of March 31, 2024.

The contingent consideration associated with the acquisition of Bakkt Crypto Solutions is valued using Level 3 inputs, which includes a Monte Carlo model. The inputs for the Monte Carlo model included forecasted financial performance of Bakkt Crypto Solutions and estimated earnings volatility. The contingent consideration liability is revalued each reporting period and any change in the liability is reflected in the Company's statements of operations in “Acquisition-related expenses". As of the acquisition date, the fair value of the contingent consideration was estimated to be $2.9 million

---

and used an estimated gross profit volatility of 66%. As of December 31, 2023, we determined the value of the contingent consideration was zero, based on our forward-looking projections and minimum profit requirements associated with the contingent consideration and reversed the accrual through acquisition expenses. As of March 31, 2024, we determined the value of the contingent consideration remained zero.

Our public warrant liability is valued based on quoted prices in active markets and is classified within Level 1. The warrants associated with the Concurrent Offerings were valued using a monte-carlo model, which is considered a Level 3 input. A significant input to the monte-carlo model include the volatility of movement in the price of the stock underlying the warrants, which was estimated using the historical volatility of our Class A common stock over the contractual period of the warrant.

As described in Note 5 our owned crypto is continually evaluated for impairment using the lowest quoted price in the market we determine to be the principal market for the related crypto, which we determined was a Level 2 input. Other fair value inputs associated with non-recurring impairment analyses are discussed in the notes of the related assets.

We lease real estate for office space under operating leases. On December 21, 2023, we signed an agreement to sublease a portion of our corporate headquarters office space in Alpharetta, Georgia. The sublease commenced in March 2024. On March 15, 2023, we signed an amendment to our Scottsdale, Arizona lease that extended the lease term. The amended lease has a term of 89 months and total fixed lease payments over the term of the amended lease are $5.7 million. During the year ended December 31, 2022, we entered into a new real estate lease for office space in New York, New York, that commenced on January 31, 2022. The lease has a term of 94 months and the total fixed lease payments over the term of the lease are $7.3 million. On April 25, 2022, we signed a lease agreement for call center office space in Alpharetta, Georgia. On May 12, 2022, we executed our option to lease additional space for the Alpharetta call center. The call center lease commenced on June 3, 2022. The lease has a term of 47 months and total fixed lease payments over the term of the lease are $5.9 million. We consider a lease to have commenced on the date when we are granted access to the leased asset. Several of these leases include escalation clauses for adjusting rentals. As of March 31, 2024, we do not have any active finance leases.

Our real estate leases have remaining lease terms as of March 31, 2024 ranging from 25 months to 102 months, with three of our leases containing an option to extend the term for a period of 5 years exercisable by us, which we are not reasonably certain of exercising at commencement. None of our leases contain an option to terminate the lease without cause at the option of either party during the lease term.

Certain of our real estate leasing agreements include terms requiring us to reimburse the lessor for its share of real estate taxes, insurance, operating costs and utilities which we account for as variable lease costs when incurred since we have elected to not separate lease and non-lease components, and hence are not included in the measurement of lease liability. There are no restrictions or covenants imposed by any of the leases, and none of our leases contain material residual value guarantees.

The discount rates for all of our leases are based on our estimated incremental borrowing rate since the rates implicit in the leases were not determinable. Our incremental borrowing rate is based on management’s estimate of the rate of interest we would have to pay to borrow on a fully collateralized basis over a similar term an amount equal to the lease payments in a similar economic environment.

We have elected the practical expedient under which lease components would not be separated from the non-lease components for all our classes of underlying assets. Accordingly, each lease component and the non-lease components related to the lease component are accounted for as a single lease component. As of March 31, 2024, the weighted average remaining lease term for our operating leases was approximately 82 months, and the weighted average discount rate for our operating leases was 5.3%. As of December 31, 2023, the weighted average remaining lease term for our operating leases

---

was approximately 84 months, and the weighted average discount rate for our operating leases was 5.3%. We were party to short-term leases during three months ended March 31, 2024 and March 31, 2023, which resulted in less than $0.1 million of rent expense, respectively.

We provide custody services for Bakkt Crypto's customers and for Bakkt Trust's standalone custody customers. Bakkt Trust may also provide sub-custodian services Bakkt Crypto customers. We do not own crypto held in a custodial capacity on behalf of our customers. We maintain the internal recordkeeping of those assets and are obligated to safeguard the assets and protect them from loss or theft. We hold the controlling majority of cryptographic key information on behalf of our Bakkt Trust custodial customers. A significant portion of the crypto we hold in a custodial capacity are custodied by institutional grade subcustodians. Subcustodians used by Bakkt Crypto hold our customer cryptographic key information and are not permitted to move assets without our specific authorization.

As of March 31, 2024, we have a safeguarding obligation for crypto of $1,233.2 million. The safeguarding liability, and corresponding safeguarding asset for crypto on the balance sheet, are measured at the fair value of the crypto held for our customers. We are not aware of any actual or possible safeguarding loss events as of March 31, 2024. Therefore, the safeguarding obligation for crypto and the related safeguarding asset for crypto are recorded at the same amount.

We are responsible for holding the following crypto on behalf of our customers as of March 31, 2024 and December 31, 2023 (in thousands):

			March 31, 2024						December 31, 2023
Bitcoin			$	405,632					$	262,231
Ether			249,187						196,016
Shiba Inu			363,748						143,237
Dogecoin			174,665						78,524
Other			40,006						21,548
Safeguarding obligation for crypto			$	1,233,238					$	701,556
Safeguarding asset for crypto			$	1,233,238					$	701,556

We have investments in certain debt securities, which we record at fair value and present as "Available-for-sale securities" in the consolidated balance sheets.

Unrealized gains and temporary losses, net of related taxes, are included in accumulated other comprehensive income (loss) ("AOCI"). Upon realization, those amounts are reclassified from AOCI to earnings. The amortization of premiums and discounts on the investments are included in our results of operations. Realized gains and losses are calculated based on the specific identification method. We classify our investments as current or noncurrent based on the nature of the investments and their availability for use in current operations.

The cost basis and fair value of available-for-sale debt securities with unrealized gains and losses included in “Accumulated other comprehensive loss” in the consolidated balance sheets were as follows (in thousands):

---

			March 31, 2024																		December 31, 2023
Available-for-sale securities			Cost Basis						Unrealized Gains/(Losses), net						Fair Value						Cost Basis						Unrealized Gains/(Losses), net						Fair Value
Government debt
U.S. treasury bonds			17,996						16						18,012						17,230						168						17,398
Total available-for-sale securities			$	17,996					$	16					$	18,012					$	17,230					$	168					$	17,398

There were no available-for-sale debt securities in an unrealized loss position as of March 31, 2024 or December 31, 2023. We may sell certain investments depending on liquidity needs of the business; however, it is not likely that we will be required to sell the investments before recovery of their respective amortized cost basis. In addition, there were no credit losses on these investments as of March 31, 2024. In February 2024, we sold our available-for-sale securities based on liquidity needs of the business. Losses associated with the sales were immaterial.

The cost basis and fair value of available-for-sale debt securities at March 31, 2024, by contractual maturity, are shown below (in thousands). Expected maturities may differ from contractual maturities because borrowers may have the right to prepay and creditors may have the right to call obligations.

			March 31, 2024
			Cost Basis						Fair Value
Due in one year or less			$	17,996					$	18,012
Due after one year through five years			—						—
Total debt securities - available-for-sale			$	17,996					$	18,012

We have evaluated subsequent events and determined that no other events or transactions, other than those disclosed above, met the definition of a subsequent event for purposes of recognition or disclosure in the accompanying consolidated financial statements.

On April 25, 2024, we completed the subsequent sale and issuance of 350,880 shares of Class A Common Stock, Class 1 Warrants to purchase up to 175,440 shares of Class A Common Stock and Class 2 Warrants to purchase up to 175,440 shares of Class A Common Stock to ICE pursuant to the ICE Purchase Agreement. We received aggregate gross proceeds of approximately $7.6 million from such issuance.

On May 2, 2024, we announced a reduction in force that is expected to result in the termination of 28 employees, which represents approximately 13% of our non-call center, full-time workforce. The reduction in force is a component of a broader strategic review of our operations that is intended to more effectively align resources with business priorities. Substantially all of the employees impacted by the reduction in force were notified of the reduction on May 2, 2024 and will exit the Company in the second quarter of 2024. We estimate that we will incur expenses in a range of $0.8 million to $1.0 million related to the reduction in force, substantially all of which will relate to employee severance and benefits costs and will be recognized in the second quarter of 2024.

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v3.24.1.1.u2

Cover - shares	3 Months Ended
	Mar. 31, 2024	May 08, 2024
Document Information [Line Items]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Mar. 31, 2024
Document Transition Report	false
Entity File Number	001-39544
Entity Registrant Name	BAKKT HOLDINGS, INC.
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	98-1550750
Entity Address, Address Line One	10000 Avalon Boulevard
Entity Address, Address Line Two	Suite 1000
Entity Address, City or Town	Alpharetta
Entity Address, State or Province	GA
Entity Address, Postal Zip Code	30009
City Area Code	678
Local Phone Number	534-5849
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Shell Company	false
Amendment Flag	false
Document Fiscal Period Focus	Q1
Document Fiscal Year Focus	2024
Current Fiscal Year End Date	--12-31
Entity Central Index Key	0001820302
Class A Common Stock
Document Information [Line Items]
Title of 12(b) Security	Class A Common Stock, par value $0.0001 per share
Trading Symbol	BKKT
Security Exchange Name	NYSE
Entity Common Stock, Shares Outstanding (in shares)		6,231,825
Class V Common Stock
Document Information [Line Items]
Entity Common Stock, Shares Outstanding (in shares)		7,194,941
Warrants
Document Information [Line Items]
Title of 12(b) Security	Warrants to purchase Class A Common Stock
Trading Symbol	BKKT WS
Security Exchange Name	NYSE
Entity Common Stock, Shares Outstanding (in shares)		7,140,808

v3.24.1.1.u2

Consolidated Balance Sheets - USD ($) $ in Thousands	Mar. 31, 2024	Dec. 31, 2023
Current assets:
Cash and cash equivalents	$ 56,600	$ 52,882
Restricted cash	44,008	31,838
Customer funds	88,165	32,925
Available-for-sale securities	18,012	17,398
Accounts receivable, net	37,157	29,664
Prepaid insurance	9,173	13,049
Safeguarding asset for crypto	1,233,238	701,556
Other current assets	3,995	3,332
Total current assets	1,490,348	882,644
Property, equipment and software, net	1,509	60
Goodwill	68,001	68,001
Intangible assets, net	2,900	2,900
Other assets	12,773	13,262
Total assets	1,575,531	966,867
Current liabilities:
Accounts payable and accrued liabilities	62,717	55,379
Customer funds payable	88,165	32,925
Deferred revenue, current	3,295	4,282
Safeguarding obligation for crypto	1,233,238	701,556
Unsettled crypto trades	4,549	996
Total current liabilities	1,398,303	802,074
Deferred revenue, noncurrent	2,858	3,198
Warrant liability	21,006	2,356
Other noncurrent liabilities	22,481	23,525
Total liabilities	1,444,648	831,153
Commitments and contingencies (Note 14)
Additional paid-in capital	816,768	799,683
Accumulated other comprehensive loss	(321)	(101)
Accumulated deficit	(759,466)	(751,301)
Total stockholders’ equity	56,983	48,282
Noncontrolling interest	73,900	87,432
Total equity	130,883	135,714
Total liabilities and stockholders’ equity	1,575,531	966,867
Related Party
Current liabilities:
Other current liabilities	2,510	3,230
Nonrelated Party
Current liabilities:
Other current liabilities	3,829	3,706
Class A Common Stock
Current liabilities:
Common stock, value	1	0
Class V Common Stock
Current liabilities:
Common stock, value	$ 1	$ 1

v3.24.1.1.u2

Consolidated Balance Sheets (Parentheticals) - $ / shares	Mar. 31, 2024	Dec. 31, 2023
Class A Common Stock
Common stock, par value (in dollars per share)	$ 0.0001
Common stock, authorized (in shares)	30,000,000
Common stock, shares issued (in shares)	5,873,079	3,793,837
Common stock, outstanding (in shares)	5,873,079	3,793,837
Class V Common Stock
Common stock, par value (in dollars per share)	$ 0.0001
Common stock, authorized (in shares)	10,000,000
Common stock, shares issued (in shares)	7,195,339	7,200,064
Common stock, outstanding (in shares)	7,195,339	7,200,064

v3.24.1.1.u2

Consolidated Statements of Operations - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Revenues:
Total revenues	$ 854,582	$ 13,219
Operating expenses:
Crypto costs (See Note 2)	831,972	363
Execution, clearing and brokerage fees	5,630	0
Compensation and benefits	24,531	34,144
Professional services	3,635	2,378
Technology and communication	5,772	5,718
Selling, general and administrative	7,811	6,709
Acquisition-related expenses	11	776
Depreciation and amortization	57	3,063
Related party expenses	150	600
Impairment of long-lived assets	288	0
Restructuring expenses	6,140	4,251
Other operating expenses	422	665
Total operating expenses	886,419	58,667
Operating loss	(31,837)	(45,448)
Interest income, net	956	1,624
Gain (loss) from change in fair value of warrant liability	9,046	(1,000)
Other income (expense), net	716	(17)
Loss before income taxes	(21,119)	(44,841)
Income tax expense	(156)	(18)
Net loss	(21,275)	(44,859)
Less: Net loss attributable to noncontrolling interest	(13,110)	(30,883)
Net loss attributable to Bakkt Holdings, Inc.	$ (8,165)	$ (13,976)
Net loss per share attributable to Class A Common Stockholders:
Basic (in dollars per share)	$ (1.86)	$ (4.27)
Diluted (in dollars per share)	$ (1.86)	$ (4.27)

v3.24.1.1.u2

Consolidated Statements of Comprehensive Loss - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Statement of Comprehensive Income [Abstract]
Net loss	$ (21,275)	$ (44,859)
Currency translation adjustment, net of tax	(421)	22
Unrealized losses on available-for-sale securities, net of tax	(158)	(229)
Comprehensive loss	(21,854)	(45,066)
Comprehensive loss attributable to noncontrolling interest	(13,469)	(31,027)
Comprehensive loss attributable to Bakkt Holdings, Inc.	$ (8,385)	$ (14,039)

v3.24.1.1.u2

Consolidated Statements of Changes in Stockholders’ Equity - USD ($) $ in Thousands	Total	Class A Common Stock	Class V Common Stock	Total Stockholders’ Equity	Common Stock Class A Common Stock	Common Stock Class V Common Stock	Additional Paid-in Capital	Accumulated Deficit	Accumulated Other Comprehensive Income (Loss)	Noncontrolling Interest
Beginning balance (in shares) at Dec. 31, 2022					3,237,074	7,339,310
Beginning balance at Dec. 31, 2022	$ 336,075			$ 96,264	$ 0	$ 1	$ 773,000	$ (676,447)	$ (290)	$ 239,811
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Share-based compensation	6,713			6,713			6,713
Unit-based compensation	542									542
Shares issued upon vesting of share-based awards, net of tax withholding (in shares)					59,801
Exchange of Class V shares for Class A shares (in shares)					8,115	8,115
Exchange of Class V shares for Class A shares				345			345			(345)
Currency translation adjustment, net of tax	22			7					7	15
Unrealized loss on available-for-sale securities, net of tax	(229)			(72)					(72)	(157)
Net loss	(44,859)			(13,976)				(13,976)		(30,883)
Ending balance (in shares) at Mar. 31, 2023					3,304,990	7,331,195
Ending balance at Mar. 31, 2023	298,264			89,281	$ 0	$ 1	780,058	(690,423)	(355)	208,983
Beginning balance (in shares) at Dec. 31, 2023		3,793,837	7,200,064		3,793,837	7,200,064
Beginning balance at Dec. 31, 2023	135,714			48,282	$ 0	$ 1	799,683	(751,301)	(101)	87,432
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Share-based compensation	8,013			8,013			8,013
Shares issued upon vesting of share-based awards, net of tax withholding (in shares)					118,593
Shares issued upon vesting of share-based awards, net of tax withholding	(2,259)			(2,259)			(2,259)
Equity offerings, net of issuance costs (in shares)					1,955,924
Equity offerings, net of issuance costs	11,269			11,269			11,268
Exchange of Class V shares for Class A shares (in shares)		1,042,812			4,725	4,725
Exchange of Class V shares for Class A shares	0			63			63			(63)
Currency translation adjustment, net of tax	(421)			(160)					(160)	(261)
Unrealized loss on available-for-sale securities, net of tax	(158)			(60)					(60)	(98)
Net loss	(21,275)			(8,165)				(8,165)		(13,110)
Ending balance (in shares) at Mar. 31, 2024		5,873,079	7,195,339		5,873,079	7,195,339
Ending balance at Mar. 31, 2024	$ 130,883			$ 56,983	$ 1	$ 1	$ 816,768	$ (759,466)	$ (321)	$ 73,900

v3.24.1.1.u2

Consolidated Statements of Cash Flows - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Cash flows from operating activities:
Net loss	$ (21,275)	$ (44,859)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Depreciation and amortization	57	3,063
Non-cash lease expense	622	789
Share-based compensation expense	8,013	7,241
Unit-based compensation expense	0	680
Impairment of long-lived assets	288	0
Loss on disposal of assets	0	14
(Gain) loss from change in fair value of warrant liability	(9,046)	1,000
Other	0	243
Changes in operating assets and liabilities:
Accounts receivable	(6,288)	(88)
Prepaid insurance	3,876	4,332
Accounts payable and accrued liabilities	7,312	(15,991)
Unsettled crypto trades	3,553	0
Due to related party	(720)	(659)
Deferred revenue	(1,327)	(542)
Operating lease liabilities	(957)	(592)
Customer funds payable	55,240	(36)
Other assets and liabilities	(995)	(1,836)
Net cash provided by (used in) operating activities	38,353	(47,241)
Cash flows from investing activities:
Capitalized internal-use software development costs and other capital expenditures	(1,771)	(3,719)
Purchase of available-for-sale securities	(17,996)	(26,999)
Proceeds from the settlement of available-for-sale securities	17,463	101,048
Acquisition of Bumped Financial, LLC	0	(631)
Net cash (used in) provided by investing activities	(2,304)	69,699
Cash flows from financing activities:
Proceeds from Concurrent Offerings, net of issuance costs	38,964	0
Repurchase and retirement of Class A Common Stock for withholding purposes	(2,259)	0
Net cash provided by financing activities	36,705	0
Effect of exchange rate changes	(421)	22
Net increase in cash, cash equivalents, restricted cash, cash held in escrow, customer funds and deposits	72,333	22,480
Cash, cash equivalents, restricted cash, cash held in escrow, customer funds and deposits at the beginning of the period	118,498	115,423
Cash, cash equivalents, restricted cash, cash held in escrow, customer funds and deposits at the end of the period	190,831	137,903
Supplemental disclosure of cash flow information:
Non-cash operating lease right-of-use asset acquired	0	3,776
Supplemental disclosure of non-cash investing and financing activity:
Capitalized internal-use software development costs and other capital expenditures included in accounts payable and accrued liabilities	455	1,597
Reconciliation of cash, cash equivalents, restricted cash, cash held in escrow, customer funds and deposits to consolidated balance sheet:
Cash and cash equivalents	56,600	50,834
Restricted cash	44,008	19,305
Cash held in escrow	0	67,209
Customer funds	88,165	555
Deposits (See Note 6)	2,058	0
Total cash, cash equivalents, restricted cash, cash held in escrow, customer funds and deposits	$ 190,831	$ 137,903

v3.24.1.1.u2

Organization and Description of Business	3 Months Ended
	Mar. 31, 2024
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Organization and Description of Business	Organization and Description of Business Organization VPC Impact Acquisition Holdings (“VIH”) was a blank check company incorporated as a Cayman Islands exempted company on July 31, 2020. VIH was incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities. On October 15, 2021 (the “Closing Date”), VIH and Bakkt Opco Holdings, LLC (then known as Bakkt Holdings, LLC, “Opco”) and its operating subsidiaries consummated a business combination (the “VIH Business Combination”) contemplated by the definitive Agreement and Plan of Merger entered into on January 11, 2021 (as amended, the “Merger Agreement”). In connection with the VIH Business Combination, VIH changed its name to “Bakkt Holdings, Inc.” and changed its jurisdiction of incorporation from the Cayman Islands to the State of Delaware (the “Domestication”). Unless the context otherwise provides, “we,” “us,” “our,” “Bakkt,” the “Company” and like terms refer to Bakkt Holdings, Inc. and its subsidiaries, including Opco. Immediately following the Domestication, we became organized in an umbrella partnership corporation, or “up-C,” structure in which substantially all of our assets and business are held by Opco, and our only direct assets consist of common units in Opco (“Opco Common Units”), which are non-voting interests in Opco, and the managing member interest in Opco. In connection with the VIH Business Combination, a portion of VIH shares were exchanged for cash for shareholders who elected to execute their redemption right. The remaining VIH shares were exchanged for newly issued shares of our Class A common stock. Additionally, all outstanding membership interests and rights to acquire membership interests in Opco were exchanged for Opco Common Units and an equal number of newly issued shares of our Class V common stock. The existing owners of Opco other than Bakkt are considered noncontrolling interests in the accompanying consolidated financial statements (the “financial statements”). On April 1, 2023 we completed the acquisition of 100% of the ownership interests of Apex Crypto LLC ("Apex Crypto") and subsequently changed the name of the legal entity to Bakkt Crypto Solutions, LLC ("Bakkt Crypto Solutions"), effective June 12, 2023. On March 20, 2024, Bakkt Crypto Solutions merged with and into Bakkt Marketplace, LLC ("Bakkt Marketplace"), with Bakkt Marketplace as the surviving entity in the merger. Bakkt Marketplace was then renamed to Bakkt Crypto Solutions, LLC ("Bakkt Crypto"). Description of Business We provide, or are working to provide, simplified solutions focused in the following areas: Crypto •Custody. Our institutional-grade qualified custody solution is primarily provided by our subsidiary, Bakkt Trust Company LLC (“Bakkt Trust”), a limited purpose trust company that is supervised by the New York State Department of Financial Services (“NYDFS”) and governed by an independent Board of Managers. In connection to the acquisition of Apex Crypto, we acquired third-party custodial relationships with BitGo and Coinbase Custody, which are currently used by Bakkt Crypto for custody and coin transfers, where applicable. In addition, Bakkt Crypto also self-custodies select coins to facilitate consumer withdrawals. •Trading. Our platform provides customers with the ability to buy, sell and store crypto via application programming interfaces or embedded web experience. We enable clients in various industries to provide their customers with the ability to transact in crypto directly in their trusted environments. We currently facilitate transactions in the crypto assets listed in the table below. Crypto Asset Symbol Bitcoin BTC Bitcoin Cash BCH Dogecoin DOGE Ethereum ETH Ethereum Classic ETC Litecoin LTC Shiba Inu SHIB USD Coin USDC Bakkt Trust’s custody solution provides support to Bakkt Crypto with respect to all crypto assets supported by the Company. Additionally, until October 2, 2023, Bakkt Trust operated, in conjunction with Intercontinental Exchange, Inc. ("ICE"), regulated infrastructure for trading, clearing, and custody services for physically-delivered bitcoin futures (See Note 8 "Related Parties" below for a description of a recent delisting of certain Bakkt Bitcoin futures and option contracts by ICE Futures U.S., Inc. ("IFUS")). Bakkt Crypto holds a New York State virtual currency license (commonly referred to as a "BitLicense"), and money transmitter licenses from all states throughout the U.S. where such licenses are required for the operation of its business, and is registered as a money services business with the Financial Crimes Enforcement Network of the United States Department of the Treasury. As of March 31, 2024, we offer crypto services in the U.S. and in selected markets in Latin America and Europe. We expect to continue to pursue new markets in the future by working with our existing client base as well as targeting new clients. Loyalty We offer a full spectrum of supplier content through configurable, white-label e-commerce storefronts that end users can acquire via redemption of loyalty points. Our redemption catalog spans a variety of rewards categories including travel, gift cards and merchandise, including a unique Apple product and services storefront. Our travel solution offers a retail e-commerce booking platform with direct supplier integrations, as well as a U.S.-based call center for live-agent booking and servicing. Our platform provides a unified shopping experience that is built to seamlessly extend our customers’ loyalty strategies and user experience for their loyalty programs. Our platform’s functionality includes a mobile-optimized user interface, numerous configurations to support diverse program needs, promotional campaign services, comprehensive fraud protection capabilities and the ability to split payments across both loyalty points and credit cards.

v3.24.1.1.u2

Summary of Significant Accounting Policies	3 Months Ended
	Mar. 31, 2024
Accounting Policies [Abstract]
Summary of Significant Accounting Policies	Summary of Significant Accounting Policies Our accounting policies are as set forth in the notes to our Annual Report on Form 10-K for the year ended December 31, 2023 (our "Form 10-K"). Basis of Presentation The accompanying unaudited interim consolidated financial statements are prepared in accordance with United States generally accepted accounting principles (“U.S. GAAP”) for interim financial information and with the instructions to the Quarterly Report on Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. In the opinion of management, the unaudited interim consolidated financial statements include the accounts of the Company and our subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. In addition, certain reclassifications of amounts previously reported have been made to the accompanying consolidated financial statements in order to conform to current presentation. In the opinion of management, all adjustments (consisting of normal recurring accruals), considered necessary for a fair presentation have been included. The interim results for the three months ended March 31, 2024 are not necessarily indicative of the results that may be expected for the year ending December 31, 2024, or for any other future annual or interim period. These consolidated financial statements should be read in conjunction with the Company’s audited financial statements and accompanying notes thereto included in our Form 10-K. On April 29, 2024, following approval by our stockholders and Board of Directors, we effected a reverse stock split (the “Reverse Stock Split”) of our Class A Common Stock, par value $0.0001 per share (“Class A Common Stock”), and Class V Common Stock, par value $0.0001 per share (“Class V Common Stock” and collectively with the Class A Common Stock, the “Common Stock”), at a ratio of 1-for-25 (the “Reverse Stock Split Ratio”). Our Class A Common Stock began trading on a reverse-split adjusted basis on the New York Stock Exchange (the "NYSE") as of the open of trading on April 29, 2024. All outstanding warrants and share-based awards were also adjusted on a 1-for-25 basis. In accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 505 Equity, changes in the capital structure of a public reporting entity due to a reverse stock split occurring after the balance sheet date, but before the release of the financial statements, should be given retroactive effect. As such, the Reverse Stock Split has been retroactively applied to all figures throughout this Quarterly Report on Form 10-Q (unless otherwise noted). Use of Estimates The preparation of the consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. We base our estimates and assumptions on historical experience and various judgments that we believe to be reasonable under the circumstances. The significant estimates and assumptions that affect the financial statements may include, but are not limited to, those that are related to going concern, income tax valuation allowances, useful lives and fair value of intangible assets and property, equipment and software, fair value of financial assets and liabilities, determining provision for doubtful accounts, valuation of acquired tangible and intangible assets, the impairment of intangible and long-lived assets and goodwill, our issued warrants, and fair market value of stock-based awards. Actual results and outcomes may differ from management’s estimates and assumptions and such differences may be material to our audited consolidated financial statements. Liquidity and Going Concern The accompanying unaudited consolidated financial statements are prepared on a going concern basis in accordance with U.S. GAAP. This presentation contemplates the realization of assets and the satisfaction of liabilities in the normal course of business and does not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might result from the outcome of the uncertainties described below. At each reporting period, in accordance with Accounting Standards Codification ("ASC") 205-40, Going Concern, we evaluate whether there are conditions or events that raise substantial doubt about our ability to continue as a going concern within one year after the date the financial statements are issued. In accordance with ASC 205-40, our initial evaluation can only include management’s plans that have been fully implemented as of the issuance date. Operating forecasts for new products/markets cannot be considered in the initial evaluation as those product/market launches have not been fully implemented. Accordingly, our evaluation entails analyzing prospective fully implemented operating budgets and forecasts for expectations of our cash needs and comparing those needs to the current cash and cash equivalent balances. This evaluation initially does not take into consideration the potential mitigating effect of management’s plans that have not been fully implemented as of the date the financial statements are issued. When substantial doubt exists under this methodology, we evaluate whether the mitigating effect of our plans sufficiently alleviates substantial doubt about our ability to continue as a going concern. The mitigating effect of management’s plans, however, is only considered if both (1) it is probable that the plans will be effectively implemented within one year after the date that the financial statements are issued, and (2) it is probable that the plans, when implemented, will mitigate the relevant conditions or events that raise substantial doubt about the entity’s ability to continue as a going concern within one year after the date that these consolidated financial statements are issued. Evaluation in conjunction with the issuance of the March 31, 2024 unaudited consolidated financial statements In forecasting our expectation of cash needs for the initial ASC 205-40 evaluation, the crypto revenue growth projections exclude expansion to international retail crypto markets where such arrangements are not signed, as well as activation of new clients currently not live on our platform as of the date of release of these unaudited consolidated financial statements. We have incurred net losses and consumed cashflow from operations since our inception and incurred losses and consumed cash through the date of this filing in excess of our cash inflows from operations and fundraising. Due to these ongoing losses and a limited supply of remaining cash and available-for-sale securities, substantial doubt was initially raised about our ability to continue as a going concern in connection with the filing of our Quarterly Report of Form 10-Q for the quarterly period ending September 30, 2023, which we alleviated through management plans which emphasized reducing headcount and other cost cutting measures. In connection with the filing of subsequent amendments thereto and in connection with our analysis as of December 31, 2023, we disclosed that without additional equity financing (See Note 10) we could not conclude that we could maintain our operations for a period of at least 12 months from the dates of such amended filings. We closed on equity offerings in March of 2024, prior to the release of the Form 10-K that when considered with management's other plans resulted in management concluding that notwithstanding the initial doubt that was raised, management's plans were expected to alleviate substantial doubt. For the three months ended March 31, 2024, we incurred a net loss of $21.3 million and consumed $38.4 million of cash in operations. We have historically relied on our existing cash and available-for-sale securities portfolio to fund operations. As of March 31, 2024, we had $56.6 million of available cash and cash equivalents that was not restricted or required to be held for regulatory capital (see Note 13) and $18.0 million in available-for-sale securities. We do not have any long-term debt to service but have commitments under long-term cloud computing, lease and marketing contracts as described in Notes 14 and 17. We expect to continue to incur losses and consume cash for the foreseeable future. This raised substantial doubt about our ability to continue as a going concern given our present liquidity. We have been executing a strategic plan to optimize our capital allocation and expense base since the fourth quarter of 2022, which has reduced our annual cash expenses year over year and which we expect will continue to reduce our cash expenses in 2024. As a part of those plans, we will continue to align headcount and employee-related costs to further reduce cash expenses. We announced a reduction in force on May 3, 2024 which is expected to result in cash savings of approximately $13.0 million, excluding severance over the next 12 months. We will enact additional personnel and discretionary spending cuts such as incentive compensation, marketing, professional services and administrative travel to preserve cash to fund operations. We received approval in March 2024 to integrate, and have subsequently merged and integrated, Bakkt Marketplace and Bakkt Crypto Solutions, which will reduce the amount of regulatory capital and insurance collateral we are required to hold by up to $12.0 million by the end of 2024. However, it is critical to our plan to mitigate our cash burn that we significantly expand our revenue base to be able to generate a sustainable operating profit. There is significant uncertainty associated with our expansion to new markets and the growth of our revenue base given the uncertain and rapidly evolving environment associated with crypto assets. We believe after giving effect to management's plans to reduce cash expenses, that our cash, which includes the proceeds of the capital raise, and short-term securities will be sufficient to fund our operations for the next 12 months from the date of these financial statements. We believe the expected impact on our liquidity and cash flows resulting from the entity integration and the operational initiatives outlined above are probable of occurring and sufficient to enable us to meet our obligations for at least twelve months from the date the financial statements are issued and alleviate the substantial doubt about our ability to continue as a going concern. Recently Adopted Accounting Pronouncements For the three months ended March 31, 2024, there were no significant changes to the recently adopted accounting pronouncements applicable to us from those disclosed in Note 2 to the consolidated financial statements included in our Form 10-K.

v3.24.1.1.u2

Revenue from Contracts with Customers	3 Months Ended
	Mar. 31, 2024
Revenue from Contract with Customer [Abstract]
Revenue from Contracts with Customers	Revenue from Contracts with Customers Disaggregation of Revenue We disaggregate revenue by service type and by platform as follows (in thousands): Service Type Three Months Ended March 31, 2024 Three Months Ended March 31, 2023 Transaction revenue $ 847,984  $ 7,706  Subscription and service revenue 6,598  5,513  Total revenue $ 854,582  $ 13,219  Platform Three Months Ended March 31, 2024 Three Months Ended March 31, 2023 Loyalty redemption platform, net 13,242  12,776  Crypto services 841,340  443  Total revenue $ 854,582  $ 13,219  We recognized revenue from foreign jurisdictions of $14.4 million for the three months ended March 31, 2024, and $0.9 million for the three months ended March 31, 2023. We have one reportable segment to which our revenues relate. Deferred Revenue Contract liabilities consist of deferred revenue for amounts invoiced prior to us meeting the criteria for revenue recognition. We invoice customers for service fees at the time the service is performed, and such fees are recognized as revenue over time as we satisfy its performance obligation. Contract liabilities are classified as “Deferred revenue, current” and “Deferred revenue, noncurrent” in our consolidated balance sheets. The activity in deferred revenue for the three months ended March 31, 2024 and March 31, 2023, respectively, was as follows (in thousands): Three Months Ended March 31, 2024 Three Months Ended March 31, 2023 Beginning of the period contract liability $ 7,480  $ 7,084  Revenue recognized from contract liabilities included in the beginning balance (1,497) (1,119) Increases due to cash received, net of amounts recognized in revenue during the period 170  577  End of the period contract liability $ 6,153  $ 6,542  Remaining Performance Obligations As of March 31, 2024, the aggregate amount of the transaction price allocated to the remaining performance obligations related to partially completed contracts is $18.0 million, comprised of $11.8 million of subscription fees and $6.2 million of service fees that are deferred. We recognize our subscription fees as revenue over a weighted-average period of 23 months (ranges from 1 month – 30 months) and our service fees as revenue over approximately 17 months. As of March 31, 2023, the aggregate amount of the transaction price allocated to the remaining performance obligations related to partially completed contracts is $24.4 million, comprised of $17.9 million of subscription fees and $6.5 million of service fees that are deferred. We recognize our subscription fees as revenue over a weighted-average period of 32 months (ranges from 1 month – 42 months) and our service fees as revenue over approximately 24 months. Contract Costs For the three months ended March 31, 2024 and March 31, 2023, we incurred no incremental costs to obtain and/or fulfill contracts with customers.

v3.24.1.1.u2

Business Combination and Asset Acquisition	3 Months Ended
	Mar. 31, 2024
Business Combination and Asset Acquisition [Abstract]
Business Combination and Asset Acquisition	Business Combination and Asset Acquisition Apex Crypto On April 1, 2023 we completed the acquisition of 100% of the ownership interests of Apex Crypto. We recognized goodwill from the acquisition due to the assembled, experienced workforce and anticipated growth we expect to achieve from Apex Crypto’s sales pipeline and product capabilities. The total consideration as measured at April 1, 2023 included $55.0 million in cash, approximately $10.5 million in Class A Common Stock payable based on Apex Crypto’s performance in the fourth quarter of 2022, and $11.8 million of cash paid for net working capital, which was predominantly cash held in banks. In addition, we may pay up to $100.0 million of our Class A Common Stock as additional consideration depending on Apex Crypto’s achievement of certain financial targets through 2025 (the "contingent consideration"). As part of the purchase price allocation the value of the contingent consideration was estimated to be $2.9 million. The following is a reconciliation of the fair value of consideration transferred in the acquisition to the fair value of the assets acquired and liabilities assumed. ($ in millions) Cash consideration paid 55.0  Cash paid for working capital and cash 11.8  Class A Common Stock at transaction close 10.5  Estimated fair value of Class A Common Stock contingent consideration 2.9  Total consideration $ 80.2  Current assets 31.8  Safeguarding asset for crypto 689.3  Non-current assets 0.3  Intangible assets - developed technology 5.6  Intangible assets - customer relationships 10.2  Goodwill 52.0  Current liabilities (19.7) Safeguarding obligation for crypto (689.3) Net assets acquired $ 80.2  The above fair values are as of the acquisition date. The acquired intangible assets and goodwill required the use of significant unobservable inputs including client activation forecasts, expectations about customer trading volume and frequency, customer attrition rates, and estimated useful lives of acquired technology and discount rates (level 3 inputs). The acquired customer relationships were valued using a multi-period excess earnings model. The acquired developed technology was valued using a relief from royalty method. Acquired crypto safeguarding asset and obligation were valued based on the midpoint of a bid-ask spread as of the acquisition date (level 2 inputs). Other assets and liabilities were carried over at their acquired costs which was not materially different than their fair values. The contingent consideration payable in Class A Common Stock to Apex Crypto's former owners based on the performance of the business in the 2023-2025 annual periods was estimated using a Monte Carlo model given the range of possible outcomes. As of December 31, 2023, we determined the value of the contingent consideration was zero, based on our forward-looking projections and minimum profit requirements associated with the contingent consideration and reversed the accrual through acquisition expenses. As of March 31, 2024, we determined the value of the contingent consideration remained zero. The following unaudited pro forma financial information presents the Company's results of operations as if the acquisition of Apex Crypto had occurred on January 1, 2023. The unaudited pro forma financial information as presented below is for illustrative purposes and does not purport to represent what the results of operations would actually have been if the acquisition of Apex Crypto occurred as of the date indicated or what the results would be for any future periods. The unaudited pro forma results reflect the step-up amortization adjustments for the fair value of intangible assets acquired, acquisition-related expenses, and share-based compensation expense for newly issued restricted stock units. Proforma revenue for the three months ended March 31, 2023 would be $458.3 million. Proforma net loss for the three months ended March 31, 2023 would be $38.5 million. Subsequent to the acquisition, we changed the name of Apex Crypto to Bakkt Crypto Solutions, LLC ("Bakkt Crypto Solutions"). Bumped Acquisition On February 8, 2023, we acquired 100% of the units of Bumped Financial, LLC, which we subsequently renamed Bakkt Brokerage, LLC ("Bakkt Brokerage"), a broker-dealer registered with the SEC and the Financial Industry Regulatory Authority, Inc., for cash consideration of $0.6 million. Because of the limited scope of its historical operations we determined that substantially all of the purchase consideration in the transaction would be allocated to the in-place licenses Bakkt Brokerage held and as such, have accounted for this as an asset acquisition.

v3.24.1.1.u2

Goodwill and Intangible Assets, Net	3 Months Ended
	Mar. 31, 2024
Goodwill and Intangible Assets Disclosure [Abstract]
Goodwill and Intangible Assets, Net	Goodwill and Intangible Assets, Net Changes in goodwill consisted of the following (in thousands): Balance as of December 31, 2023 $ 68,001  Foreign currency translation —  Balance as of March 31, 2024 $ 68,001  We identified a triggering event related to the significant decline in our stock price, indicating a potential impairment of our goodwill during the quarter ended March 31, 2024. We determined no goodwill impairment charge was required based on a comparison of our market capitalization against the carrying value of our equity. Intangible assets consisted of the following (in thousands): March 31, 2024 Weighted Average Useful Life (in years) Gross Carrying Amount Accumulated Amortization Net Carrying Amount Trademarks / trade names Indefinite 2,900  —  2,900  Total $ 2,900  $ —  $ 2,900  December 31, 2023 Weighted Average Useful Life (in years) Gross Carrying Amount Accumulated Amortization Impairment Net Carrying Amount Licenses Indefinite $ 611  $ —  (611) $ —  Trademarks / trade names Indefinite 8,000  —  (5,100) 2,900  Technology 5 18,360  (6,234) (12,126) —  Customer relationships 8.4 55,170  (12,508) (42,662) —  Total $ 82,141  $ (18,742) (60,499) $ 2,900  We did not record any amortization of intangible assets for the three months ended March 31, 2024 as our finite lived intangible assets have been fully impaired. Amortization of intangible assets for the three months ended March 31, 2023 was $2.0 million, and is included in “Depreciation and amortization” in the statements of operations. Estimated future amortization for definite-lived intangible assets as of March 31, 2024 is zero as our finite lived intangible assets have been fully impaired. Intangible assets also include crypto we own, which are accounted for as indefinite-lived intangible assets and are initially measured at cost (under a first-in, first-out basis) under the guidance in ASC 350 Intangibles - Goodwill and Other. These assets are not amortized, but assessed for impairment continually given the volatility of markets for these assets. Impairment exists when the carrying amount exceeds its fair value. The fair value of crypto is determined as the lowest price of executed transactions during the measurement or holding period using the quoted price of the crypto in our principal market. The carrying amount of a crypto asset after its impairment becomes its new cost basis. Impairment losses are not reversible or recoverable and are included in “Crypto costs” in the consolidated statement of operations. Impairment losses were not material for the three months ended March 31, 2024 or March 31, 2023. Our owned crypto is typically liquidated on a daily basis during the fulfillment of customer orders and settlement with our liquidity providers. We classify cash flows from crypto within cash flows from operating activities.

v3.24.1.1.u2

Consolidated Balance Sheet Components	3 Months Ended
	Mar. 31, 2024
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Consolidated Balance Sheet Components	Consolidated Balance Sheet Components Accounts Receivable, Net Accounts receivable, net consisted of the following (in thousands): March 31, 2024 December 31, 2023 Trade accounts receivable $ 11,747  $ 14,987  Receivables from customers, clients and liquidity partners 16,386  6,123  Unbilled receivables 4,880  6,125  Deposits 2,176  939  Other receivables 2,861  2,221  Total accounts receivable 38,050  30,395  Less: Allowance for doubtful accounts (893) (731) Total $ 37,157  $ 29,664  Deposits includes cash, as noted on the consolidated statements of cash flows, at clearing agencies used to settle customer transactions. Amounts payable and receivable to our liquidity providers are reported net by counterparty when the right of offset exists. Other Current Assets Other current assets consisted of the following (in thousands): March 31, 2024 December 31, 2023 Prepaid expenses $ 3,645  $ 3,307  Other 350  25  Total $ 3,995  $ 3,332  Property, Equipment and Software, Net Property, equipment and software, net consisted of the following (in thousands): March 31, 2024 December 31, 2023 Internal-use software $ 1,236  $ —  Other computer and network equipment 835  800  Leasehold improvements 235  —  Property, equipment and software, gross 2,306  800  Less: accumulated amortization and depreciation (797) (740) Total $ 1,509  $ 60  For the three months ended March 31, 2024 and March 31, 2023, depreciation and amortization expense related to property, equipment and software amounted to $0.1 million and $1.0 million, respectively, of which less than $0.1 million and $0.3 million, respectively, related to amortization expense of capitalized internal-use software placed in service. Other Assets Other assets consisted of the following (in thousands): March 31, 2024 December 31, 2023 Operating lease right-of-use assets $ 10,834  $ 11,456  Deposits with clearinghouse 159  159  Other 1,780  1,647  Total $ 12,773  $ 13,262  Accounts Payable and Accrued Liabilities Accounts payable and accrued liabilities consisted of the following (in thousands): March 31, 2024 December 31, 2023 Accounts payable $ 5,670  $ 14,925  Payables to clients and customers 16,516  4,906  Accrued expenses 17,963  15,970  Purchasing card payable 11,214  11,830  Salaries and benefits payable 7,093  4,442  Loyalty revenue share liability 3,653  2,686  Other 608  620  Total $ 62,717  $ 55,379  Other Current Liabilities Other current liabilities consisted of the following (in thousands): March 31, 2024 December 31, 2023 Current maturities of operating lease liability 3,718  3,636  Other 111  70  Total $ 3,829  $ 3,706  Other Noncurrent Liabilities Other noncurrent liabilities consisted of the following (in thousands): March 31, 2024 December 31, 2023 Operating lease liability, noncurrent $ 22,481  $ 23,525  Total $ 22,481  $ 23,525  Amounts receivable and payable included in the tables above related to our crypto transactions pending settlement with our customers and liquidity providers were settled in April 2024 in amounts consistent with those reflected above.

v3.24.1.1.u2

Tax Receivable Agreement	3 Months Ended
	Mar. 31, 2024
Income Tax Disclosure [Abstract]
Tax Receivable Agreement	Tax Receivable Agreement On October 15, 2021, we entered into a Tax Receivable Agreement (the "TRA") with certain Opco equity holders. Each Opco common unit, when coupled with one share of our Class V Common Stock is referred to as a “Paired Interest.” Pursuant to the TRA, among other things, holders of Opco common units may, subject to certain conditions, from and after April 16, 2022, exchange such Paired Interests for Class A Common Stock on a one-for-one basis, subject to the terms of the Exchange Agreement, including our right to elect to deliver cash in lieu of Class A Common Stock and, in certain cases, adjustments as set forth therein. Opco will have in effect an election under Section 754 of the Internal Revenue Code for each taxable year in which an exchange of Opco common units for Class A Common Stock (or cash) occurs. The exchanges are expected to result in increases in the tax basis of the tangible and intangible assets of Opco. These increases in tax basis may reduce the amount of tax that we would otherwise be required to pay in the future. These increases in tax basis may also decrease gains (or increase losses) on future dispositions of certain capital assets to the extent tax basis is allocated to those capital assets. The TRA provides for the payment by us to exchanging holders of Opco common units of 85% of certain net income tax benefits, if any, that we realize (or in certain cases are deemed to realize) as a result of these increases in tax basis related to entering into the TRA, including tax benefits attributable to payments under the TRA. This payment obligation is an obligation of the Company and not of Opco. For purposes of the TRA, the cash tax savings in income tax will be computed by comparing our actual income tax liability (calculated with certain assumptions) to the amount of such taxes that we would have been required to pay had there been no increase to the tax basis of the assets of Opco as a result of Opco having an election in effect under Section 754 of the Code for each taxable year in which an exchange of Opco common units for Class A Common Stock occurs and had we not entered into the TRA. Such change will be calculated under the TRA without regard to any transfers of Opco common units or distributions with respect to such Opco common units before the exchange under the Exchange Agreement to which Section 743(b) or 734(b) of the Code applies. As of March 31, 2024, 1,042,812 Opco common units had been exchanged for Class A Common Stock. Refer to Note 14 regarding the contingency related to the TRA.

v3.24.1.1.u2

Related Parties	3 Months Ended
	Mar. 31, 2024
Related Party Transactions [Abstract]
Related Parties	Related Parties ICE Management and Technical Support Upon consummation of the VIH Business Combination, we entered into a Transition Services Agreement (the “ICE TSA”) with ICE, pursuant to which ICE provides insurance, digital warehouse, data center, technical support, and other transition-related services in exchange for quarterly service fees payable by us. We did not recognize any expense related to the ICE TSA for the three months ended March 31, 2024. We recognized $0.6 million of expense related to the ICE TSA for the three months ended March 31, 2023, which is reflected as “Related party expenses” in the consolidated statements of operations. As of March 31, 2024 and December 31, 2023, we had $2.2 million and $3.0 million, respectively, reflected as “Due to related party” in the consolidated balance sheets related to the ICE TSA. The agreement terminated in December 2023. Triparty Agreement The Digital Currency Trading, Clearing, and Warehouse Services Agreement ("Triparty Agreement") provided for ICE Futures U.S., Inc. ("IFUS") to list for trading one or more digital currency futures and/or options contracts, and for ICE Clear US, Inc. ("ICUS") to serve as the clearing house to provide central counterparty and ancillary services for such contracts. Effective July 28, 2023, IFUS delisted all Bakkt Bitcoin futures contracts other than the August and September 2023 expiry months, and also delisted all Bakkt Bitcoin Option contracts. Following the delisting, no new Bakkt Bitcoin futures or option expiry months were listed for trading. The August and September 2023 expiry months continued to be listed for trading through their regular last trading days, which were August 24 and September 28, 2023 respectively. No material revenues associated with the Triparty Agreement were recognized during the three months ended March 31, 2023. Effective October 2, 2023, the parties terminated the Triparty Agreement. Apex Crypto Technical Support In connection with our acquisition of Apex Crypto, we entered into a Transition Services Agreement (the “Apex TSA”) with Apex Fintech Solutions, Inc. ("AFS"), pursuant to which AFS provides technical support and other transition-related services in exchange for quarterly service fees payable by us. We recognized $0.2 million of expense related to the Apex TSA during the three months ended March 31, 2024, which is reflected as “Related party expenses” in the consolidated statements of operations. As of March 31, 2024 and December 31, 2023, we had $0.3 million and $0.2 million, respectively, reflected as “Due to related party” in the consolidated balance sheets related to the Apex TSA.

v3.24.1.1.u2

Warrants	3 Months Ended
	Mar. 31, 2024
Other Liabilities Disclosure [Abstract]
Warrants	Warrants As of March 31, 2024 and December 31, 2023, there were 7,140,808 public warrants outstanding. Public warrants may only be exercised for a whole number of shares. No fractional shares will be issued upon exercise of the public warrant. Holders of public warrants are entitled to purchase one share of Class A Common Stock for every 25 public warrants. The exercise price associated with such warrants is equivalent to $287.50 per share of Class A Common Stock. The public warrants became exercisable on November 15, 2021. The public warrants will expire on October 15, 2026, or earlier upon redemption or liquidation. We may redeem the outstanding warrants when various conditions are met, such as specific stock prices, as detailed in the specific warrant agreements. The warrants are recorded as a liability and reflected as “Warrant liability” in the consolidated balance sheets. During the three months ended March 31, 2024 and March 31, 2023, we did not receive any proceeds from the exercise of the public warrants. We recognized a gain from the change in fair value of the warrant liability associated with the public warrants during the three months ended March 31, 2024 of $9.0 million. We recognized a loss from the change in fair value of the warrant liability associated with the public warrants during the three months ended March 31, 2023 of $1.0 million. In connection with the Concurrent Offerings (see Note 10), we issued and sold to the Third-Party Purchasers an aggregate of 1,396,701 shares of the Company’s Class A Common Stock, including 196,701 shares of Class A Common Stock issued upon exercise of certain of the Pre-Funded Warrants (as defined below) prior to the Third-Party Closing, Class 1 Warrants (“Class 1 Warrants”) to purchase an aggregate of 922,722 shares of Class A Common Stock, Class 2 Warrants (“Class 2 Warrants”) to purchase an aggregate of 922,722 shares of Class A Common Stock and Pre-Funded Warrants (“Pre-Funded Warrants”) to purchase an aggregate of 448,742 shares of Class A Common Stock. Concurrently, under the terms of the ICE Offering we entered into a securities purchase agreement (the “ICE Purchase Agreement” and, together with the Third-Party Purchase Agreement, the “Purchase Agreements”) with ICE, pursuant to which we agreed to sell to ICE Class 1 Warrants to purchase up to 230,680 shares of Class A Common Stock and Class 2 Warrants to purchase up to 230,680 shares of Class A Common Stock. The consummation of the transactions contemplated by the ICE Purchase Agreement (the “ICE Closings”) occurred on March 4, 2024 and April 25, 2024. At the ICE Closing, pursuant to the ICE Purchase Agreement, we issued and sold to ICE 461,361 shares of Class A Common Stock, Class 1 Warrants to purchase an aggregate of 230,680 shares of Class A Common Stock, and Class 2 Warrants to purchase an aggregate of 230,680 shares of Class A Common Stock The Class 1 and Class 2 warrants have an exercise price of $25.50 and have a five-and-a-half year term. The Class 1 and Class 2 warrants may be exercised at any time after the 6 month anniversary of the relevant closing. The Class 2 warrant agreement contains an alternative exercise clause that entitles the holder to exchange two warrants for a share of stock if certain conditions are met. The Class 1 and Class 2 warrants issued in the Concurrent Offerings are initially recorded as a liability at fair value and reflected as “Warrant liability” in the consolidated balance sheets. The warrants issued on March 4, 2024 were valued at $27.7 million using a monte-carlo model. As of March 31, 2024, all Class 1 Warrants and Class 2 Warrants remain outstanding. As of March 31, 2024, holders have exercised all of the Pre-Funded Warrants. As of March 31, 2024, proceeds received from the exercise of Pre-Funded Warrants were immaterial. We recognized a gain from the change in fair value of the warrant liability associated with the Class 1 and Class 2 warrants during the three months ended March 31, 2024 of $7.6 million.

v3.24.1.1.u2

Stockholders’ Equity	3 Months Ended
	Mar. 31, 2024
Equity [Abstract]
Stockholders’ Equity	Stockholders’ Equity 2024 Registered Direct Offering On February 29, 2024, we entered into a securities purchase agreement with certain institutional investors, pursuant to which we agreed to sell and issue a combination of Class A Common Stock, Class 1 Warrants, Class 2 Warrants and Pre-Funded Warrants in a registered direct offering (the “Third-Party Offering”). In a concurrent registered direct offering (the “ICE Offering” and, together with the Third-Party Offering, the “Concurrent Offerings”) on February 29, 2024, we entered into a securities purchase agreement with ICE (a related party), pursuant to which we agreed to sell and issue a combination of Class A Common Stock, Class 1 Warrants and Class 2 Warrants. We raised net proceeds from the Third-Party Offering of approximately $37.6 million, after deducting the placement agent’s fees and estimated offering expenses payable by us, and raised net proceeds from the ICE Offering of approximately $9.8 million, after deducting estimated offering expenses payable by us. Approximately $2.4 million of proceeds from the ICE Offering were received concurrently with the closing of the Third-Party Offering, with the remaining $7.4 million received in a subsequent closing of the ICE Offering on April 25, 2024 after we obtained stockholder approval for such issuance. We intend to use the net proceeds from the Concurrent Offerings for working capital and other general corporate purposes. Preferred Stock We are authorized to issue 1,000,000 shares of preferred stock with a par value of $0.0001 per share. The holders of a series of preferred stock shall be entitled only to such voting rights as shall expressly be granted thereto by the Certificate of Incorporation (including any certificate of designation relating to such series of preferred stock). As of March 31, 2024, no shares of preferred stock have been issued. Common Stock Class A Common Stock We are authorized to issue 30,000,000 shares with a par value of $0.0001 per share. Each holder of record of Class A Common Stock is entitled to one vote for each share of Class A Common Stock held on all matters on which stockholders generally or holders of Class A Common Stock as a separate class are entitled to vote, including the election or removal of directors (whether voting separately as a class or together with one or more classes of our capital stock). As of March 31, 2024 and December 31, 2023, there were 5,873,079 and 3,793,837 shares of Class A Common Stock issued and outstanding, respectively. Dividends Subject to preferences that may be applicable to any outstanding preferred stock, the holders of shares of Class A Common Stock are entitled to receive ratably such dividends, if any, as may be declared from time to time by our Board out of funds legally available therefor. As of March 31, 2024, no dividends have been declared. Liquidation In the event of any voluntary or involuntary liquidation, dissolution or winding up of our affairs, the holders of Class A Common Stock are entitled to share ratably in all assets remaining after payment of our debts and other liabilities, subject to prior distribution rights of preferred stock or any class or series of stock having a preference over the Class A Common Stock, then outstanding, if any. Class V Common Stock We are authorized to issue 10,000,000 shares with par value $0.0001 per share. These shares have no economic value but entitle the holder to one vote per share. Paired Interests may be exchanged for one share of our Class A Common Stock or a cash amount in accordance with the Third Amended and Restated Limited Liability Company Agreement of Opco and the Amended and Restated Exchange Agreement. Holders of Paired Interests became eligible on April 16, 2022 under the Exchange Agreement to exchange their Paired Interests for Class A Common Stock, or, at our election, cash in lieu thereof. During the three months ended March 31, 2024, holders of Paired Interests exchanged 4,725 Paired Interests for our Class A Common Stock, and we did not elect to settle any such exchanges in cash. As of March 31, 2024 and December 31, 2023, there were 7,195,339 and 7,200,064 shares of Class V Common Stock issued and outstanding, respectively. Dividends Dividends will not be declared or paid on the Class V Common Stock. Liquidation In the event of any voluntary or involuntary liquidation, dissolution or winding up of our affairs, the holders of Class V Common Stock shall not be entitled to receive any of our assets. Restrictions In the event that any outstanding share of Class V Common Stock ceases to be held directly or indirectly by a holder of Opco common units, such share will automatically be transferred to us and cancelled for no consideration. We will not issue additional shares of Class V Common Stock, other than in connection with the valid issuance or transfer of Opco common units in accordance with Opco’s Third Amended and Restated Limited Liability Company Agreement (the “LLC Agreement”). Noncontrolling Interest The following table summarizes the ownership interest in Opco as of March 31, 2024 and December 31, 2023: March 31, 2024 December 31, 2023 Opco Common Units Ownership % Opco Common Units Ownership % Opco common units held by Bakkt Holdings, Inc. 5,873,079  45  % 3,793,837  35  % Opco common units held by noncontrolling interest holders 7,195,339  55  % 7,200,064  65  % Total Opco common units outstanding 13,068,418  100  % 10,993,901  100  % The weighted average ownership percentages for the applicable reporting periods are used to attribute net loss and other comprehensive loss to the Company and the noncontrolling interest holders. The noncontrolling interest holders' weighted average ownership percentage for the three months ended March 31, 2024 was 62.1%. Members’ Equity Prior to the VIH Business Combination, Opco had three classes of voting units – Class A, Class B and Class C voting units – and incentive units granted under the Opco Incentive Equity Plan (the “Opco Plan”). In connection with the VIH Business Combination, Class C warrants of Opco automatically converted into the right to purchase 31,734 Paired Interests in Opco at an exercise price of $126 per Paired Interest. As of March 31, 2024, 6,882 modified warrant units have vested but have not been exercised, and the remaining 24,851 warrant units have not vested or been exercised. No expenses were recorded during the three months ended March 31, 2024 and March 31, 2023, since the service conditions were not probable of being met in those periods.

v3.24.1.1.u2

Share-Based and Unit-Based Compensation	3 Months Ended
	Mar. 31, 2024
Share-Based Payment Arrangement [Abstract]
Share-Based and Unit-Based Compensation	Share-Based and Unit-Based Compensation 2021 Incentive Plan Our 2021 Omnibus Incentive Plan, as amended (the “2021 Incentive Plan”), became effective on the Closing Date with the approval of VIH’s shareholders and the Board of Directors. The 2021 Incentive Plan allows us to make equity and equity-based incentive awards to employees, non-employee directors and consultants. There were initially 1,032,677 shares of Class A Common Stock reserved for issuance under the 2021 Incentive Plan which can be granted as stock options, stock appreciation rights, restricted shares, restricted stock units ("RSUs"), performance stock units ("PSUs"), dividend equivalent rights and other share-based awards. On June 6, 2023, the 2021 Incentive Plan was amended to increase by 1,063,618 shares the number of authorized shares of Class A Common Stock available for issuance for a new aggregate total of 2,096,295 shares authorized. No award may vest earlier than the first anniversary of the date of grant, subject to limited conditions. Share-Based Compensation Expense During the three months ended March 31, 2024 and March 31, 2023, we granted 482,599 and 180,454 RSUs, respectively, to employees and directors. During the three months ended March 31, 2024 and March 31, 2023, respectively, we did not grant any PSUs. We recorded $7.7 million and $5.9 million of share-based compensation expense related to RSUs for the three months ended March 31, 2024 and March 31, 2023, respectively. We recorded $0.3 million and $1.4 million of share-based compensation expense related to PSUs for the three months ended March 31, 2024 and March 31, 2023, respectively. Share-based compensation expense for both RSUs and PSUs, except for share-based compensation expense related to the Company's restructuring efforts discussed below, is included in “Compensation and benefits” in the consolidated statements of operations. Unrecognized compensation expense as of March 31, 2024 and December 31, 2023 was $11.5 million and $14.3 million, respectively, for the RSUs and PSUs. The unrecognized compensation expense as of March 31, 2024 and December 31, 2023 will be recognized over a weighted-average period of 1.90 years and 1.38 years, respectively. RSU and PSU Activity The following tables summarize RSU and PSU activity under the 2021 Incentive Plan for the three months ended March 31, 2024 and March 31, 2023 (in thousands, except per unit data): RSUs and PSUs Number of RSUs and PSUs Weighted Average Remaining Contractual Term (years) Weighted Average Grant Date Fair Value Aggregate Intrinsic Value Outstanding as of December 31, 2022 551  2.05 $ 101.25  Granted 180  $ 37.00  $ 6,600  Forfeited (30) Vested (98) Outstanding as of March 31, 2023 603  2.02 $ 82.00  Outstanding as of December 31, 2023 521  1.38 $ 69.75  Granted 482  $ 11.50  $ 5,527  Forfeited (77) Vested (233) Outstanding as of March 31, 2024 693  1.90 $ 27.25  During the three months ended March 31, 2024 and March 31, 2023, we recorded $4.9 million and $2.1 million, respectively, of share-based compensation expense related to the accelerated vesting of awards for certain employees, primarily related to the termination of a former executive. Acceleration of share-based compensation expense related to our restructuring efforts is included in “Restructuring expenses” in the consolidated statements of operations. We also recorded reversal of share-based compensation expense of $0.1 million and $0.3 million during the three months ended March 31, 2024 and March 31, 2023, respectively, for forfeitures related to the termination of employees. Total fair value of vested RSU and PSU awards was $4.8 million and $4.5 million for the three months ended March 31, 2024 and March 31, 2023, respectively. The fair value of the RSUs and PSUs used in determining share-based compensation expense is based on the closing price of our common stock on the grant date. PSUs provide an opportunity for the recipient to receive a number of shares of our Class A Common Stock based on various performance metrics. Upon vesting, each performance stock unit equals one share of Class A Common Stock of the Company. We accrue compensation expense for the PSUs based on our assessment of the probable outcome of the performance conditions. The metrics for PSUs granted during 2022 relate to our performance during fiscal years 2022, 2023 and 2024, as measured against objective performance goals as determined by the Board. The actual number of units earned may range from 0% to 150% of the target number of units depending upon achievement of each year’s performance goals. PSUs granted in 2022 vest in three equal annual installments, subject to a catch-up provision over the three annual performance targets. The metrics for PSUs granted during 2023 relate to our performance during fiscal year 2023, as measured against objective performance goals approved by the Board. The actual number of units earned may range from 0% to 150% of the target number of units depending upon achievement of the 2023 performance goals. PSUs granted in 2023 vest in three equal annual installments from 2024 to 2026. Opco Plan Preferred incentive units and common incentive units (collectively, “incentive units”) represent an ownership interest in Opco and are entitled to receive distributions from Opco, subject to certain vesting conditions. Opco classifies incentive units as equity awards on its consolidated balance sheets. Participation units, issued directly by Opco to Opco Plan participants, do not represent an ownership interest in Opco but rather provide Opco Plan participants the contractual right to participate in the value of Opco, if any, through either a cash payment or issuance of Class A Common Stock upon the occurrence of certain events following vesting of the participation units. Refer to Note 11 to our consolidated financial statements included in our Form 10-K where the modifications to the Opco Plan are described in detail. Upon consummation of the VIH Business Combination, the 76,475,000 outstanding preferred incentive units and 23,219,745 outstanding common incentive units were converted into 698,934 common incentive units, and the 10,811,502 outstanding participation units were converted into 1,197,250 participation units. Opco preferred incentive units and common incentive units outstanding prior to the VIH Business Combination, as well as participation units, were not impacted by the Reverse Stock Split discussed in Note 2, therefore these amounts are presented without consideration of the Reverse Stock Split Ratio. Contemporaneously with the conversion, approximately one-third of the awards in the Opco Plan vested. The second tranche vested on the one-year anniversary of the Closing Date and the third tranche vested on the two-year anniversary of the Closing Date, although under the terms of the Opco Plan, employees who are terminated without cause after the Closing Date will vest in the unvested portion of their awards immediately upon their termination date. There has not been, and will not be, any additional awards made under the Opco Plan following the VIH Business Combination. Unit-Based Compensation Expense Unit-based compensation expense for the three months ended March 31, 2023, was as follows (in thousands): Type of unit Three Months Ended March 31, 2023 Common incentive unit $ 542  Participation unit 138  Total $ 680  As of December 31, 2023, all Common Incentive Units and Participation Units had vested or been forfeited and there was no unrecognized unit-based compensation expense. Incentive Unit Activity The following table summarizes common incentive unit activity under the Opco Plan for the three months ended March 31, 2023 and March 31, 2024 (in thousands, except per unit data): Common Incentive Units Number of Common Incentive Units Weighted Average Remaining Contractual Term (years) Weighted Average Grant Date Fair Value Aggregate Intrinsic Value Outstanding as of December 31, 2022 332  0.79 $ 157.50  $ 67,635  Granted —  Forfeited —  Exchanged (8) Outstanding as of March 31, 2023 324  0.54 $ 157.50  $ 65,980  Outstanding as of December 31, 2023 309  0 $ 166.75  $ 51,467  Granted —  Forfeited —  Exchanged (5) Outstanding as of March 31, 2024 304  0 $ 166.75  $ 50,677  There were no participation units granted during the three months ended March 31, 2023. We made cash payments of less than $0.1 million to settle vested participation units during the three months ended March 31, 2023. Determination of Fair Value The fair value of incentive and participation units granted is calculated through a Monte Carlo simulation based on various outcomes. Opco determined that a Monte Carlo simulation was an appropriate estimation model because of the market conditions associated with the vesting of the units. The determination of the fair value of the units is affected by Opco’s stock price and certain assumptions such as Opco’s expected stock price volatility over the term of the units, risk-free interest rates, and expected dividends, which are determined as follows: •Expected term – The expected term represents the period that a unit is expected to be outstanding. •Volatility – Opco has limited historical data available to derive its own stock price volatility. As such, Opco estimates stock price volatility based on the average historic price volatility of comparable public industry peers. •Risk-free interest rate – The risk-free rate is based on the U.S. Treasury yield curve in effect on the grant date for securities with similar expected terms to the term of Opco’s incentive units. •Expected dividends – Expected dividends is assumed to be zero as Opco has not paid and does not expect to pay cash dividends or non-liquidating distributions. •Discount for lack of marketability – an estimated two-year time to exit Predecessor awards and the six-month lock-up restriction on Successor awards is reflected as a discount for lack of marketability estimated using the Finnerty model.

v3.24.1.1.u2

Net Loss per Share	3 Months Ended
	Mar. 31, 2024
Earnings Per Share [Abstract]
Net Loss per Share	Net Loss per share Basic earnings per share is based on the weighted average number of shares of Class A Common Stock issued and outstanding. Diluted earnings per share is based on the weighted average number shares of Class A Common Stock issued and outstanding and the effect of all dilutive common stock equivalents and potentially dilutive share-based awards outstanding. There is no difference in the number of shares used to calculate basic and diluted shares outstanding due to our net loss position. The potentially dilutive securities that would be anti-dilutive due to our net loss are not included in the calculation of diluted net loss per share attributable to controlling interest. The following is a reconciliation of the denominators of the basic and diluted per share computations for net loss (in thousands, except share and per share data): Three Months Ended March 31, 2024 Three Months Ended March 31, 2023 Net Loss per share: Numerator – basic and diluted: Net loss $ (21,275) $ (44,859) Less: Net loss attributable to noncontrolling interest (13,110) (30,883) Net loss attributable to Bakkt Holdings, Inc. – basic (8,165) (13,976) Net loss and tax effect attributable to noncontrolling interests —  —  Net loss attributable to Bakkt Holdings, Inc. – diluted $ (8,165) $ (13,976) Denominator – basic and diluted: Weighted average shares outstanding – basic 4,396,495  3,275,172  Weighted average shares outstanding – diluted 4,396,495  3,275,172  Net loss per share – basic $ (1.86) $ (4.27) Net loss per share – diluted $ (1.86) $ (4.27) Potential common shares issuable to employees or directors upon exercise or conversion of shares under our share-based and unit-based compensation plans and upon exercise of warrants are excluded from the computation of diluted earnings per common share when the effect would be anti-dilutive. No shares that are contingently issuable as part of the Bakkt Crypto Solutions acquisition have been included in the calculation of diluted EPS as no amounts are payable as of March 31, 2024. The following table summarizes the total potential common shares excluded from diluted loss per common share as their effect would be anti-dilutive (in thousands): As of March 31, 2024 RSUs and PSUs 679  Public warrants 286  Opco warrants 32  Class 1 and Class 2 warrants 1,956  Opco common units 7,195  Total 10,148

v3.24.1.1.u2

Capital Requirements	3 Months Ended
	Mar. 31, 2024
Financial Services, Banking and Thrift [Abstract]
Capital Requirements	Capital Requirements Bakkt Trust is subject to certain regulatory capital requirements imposed by NYDFS. These capital requirements require Bakkt Trust to maintain in cash the greater of a defined positive net worth or the sum of the required percentages established for transmitted assets and cold wallet and hot wallet custody assets. The amounts set aside to satisfy these requirements are included within “Restricted cash” in the consolidated balance sheets. Bakkt Crypto holds a BitLicense from NYDFS, which subjects it to NYDFS’s oversight with respect to business activities conducted in New York State and with New York residents, and is required to maintain a capital balance equal to the greater of a predefined minimum amount or the sum of the required percentages established for transmitted assets, cold wallet and hot wallet custody assets, and predefined wind-down costs, or expected costs associated with the orderly wind-down of the business. Bakkt Crypto also has money transmitter licenses wherever its business model requires (46 states plus Washington D.C., giving effect to the surrender of duplicative and unneeded licenses following the merger of Bakkt Crypto Solutions and Bakkt Marketplace discussed below) which require it to maintain a minimum tangible net worth. Several states have adopted the Model Money Transmission Modernization Act (“MMTMA”), which defined tangible net worth as the aggregate assets of a licensee excluding all intangible assets, less liabilities, and established a calculation for minimum tangible net worth as a percentage of total assets. For states that have not adopted the MMTMA, Bakkt Crypto is required to maintain tangible net worth of a minimum amount, plus the amount of customer funds held in transit. In March 2024, we received approval from NYDFS to merge, and have since merged, Bakkt Crypto Solutions and Bakkt Marketplace into one legal entity, now referred to as Bakkt Crypto. Bakkt Brokerage is registered as a broker-dealer with the Financial Industry Regulatory Authority and is required to maintain a minimum amount of net capital. Bakkt Brokerage's net capital requirement is not material. As of March 31, 2024 and December 31, 2023, the above mentioned subsidiaries were in compliance with their respective regulatory capital requirements. The minimum capital requirements to which our subsidiaries are subject may restrict their ability to transfer cash. We may also be required to transfer cash to our subsidiaries such that they may continue to meet these minimum capital requirements.

v3.24.1.1.u2

Commitment and Contingencies	3 Months Ended
	Mar. 31, 2024
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	Commitments and Contingencies 401(k) Plan We sponsor a 401(k) defined contribution plan covering all eligible U.S. employees. Both Company and employee contributions to the 401(k) plan are discretionary. For the three months ended March 31, 2024 and March 31, 2023, we recorded approximately $0.7 million and $1.0 million, respectively, of expenses related to the 401(k) plan, which is included in "Compensation and benefits" in the consolidated statement of operations. Tax Receivable Agreement The Company is party to a TRA with certain Opco equity holders. As of March 31, 2024, the Company has not recorded a liability under the TRA related to the income tax benefits originating from the exchanges of Opco common units as it is not probable that the Company will realize such tax benefits. The amounts payable under the TRA will vary depending upon a number of factors, including the amount, character, and timing of the taxable income of the Company in the future. Should the Company determine that the payment of the TRA liability becomes probable at a future date based on new information, any changes will be recorded on the Company's condensed consolidated statement of operations and comprehensive loss at that time. Litigation As described above, in October 2021, we completed the VIH Business Combination with VIH, pursuant to which VIH changed its name to Bakkt Holdings, Inc. and the current directors and officers of the Company replaced the directors and officers in place prior to the VIH Business Combination. On April 21, 2022, a putative class action was filed against Bakkt Holdings, Inc. and certain of its directors and officers prior to the VIH Business Combination in the U.S. District Court for the Eastern District of New York on behalf of certain purchasers of securities of VIH and/or purchasers of Bakkt Class A Common Stock issued in connection with the VIH Business Combination. On August 3, 2022, the Court appointed lead plaintiffs and lead counsel and on October 18, 2022, lead plaintiffs filed an amended complaint (the "Amended Complaint"). The Amended Complaint alleged that VIH made false or misleading statements and omissions of material fact in the registration statement and prospectus/proxy statement filing in connection with the VIH Business Combination and in other SEC filings made by VIH, in violation of federal securities laws in connection with disclosures relating to certain of VIH’s financial statements, accounting, and internal controls and that, as a result, VIH securities traded at artificially inflated prices. Plaintiffs sought certification of a class of purchasers of (1) VIH/Bakkt’s publicly traded securities between March 31, 2021 and November 19, 2021, and/or (2) Bakkt’s publicly traded securities pursuant and/or traceable to the registration statement. The Amended Complaint sought damages, as well as fees and costs. The Amended Complaint named as defendants only one current director, and no current officers, of Bakkt. On March 14, 2023, the parties reached a settlement in principle. On April 12, 2023, the parties completed a stipulation of settlement resolving the litigation for $3.0 million, subject to Court approval. On September 21, 2023, the Court granted the motion for preliminary approval. On February 27, 2024, the Court held a final approval hearing at which the Court sought certain limited additional information from Plaintiffs, which Plaintiffs provided on March 5, 2024. On April 17, 2024, the Court granted the Plaintiffs' motion for final approval and terminated the class action. We expect the settlement will be covered by our insurance less our contractual retention. On June 23, 2023, an “opt-out” action related to the foregoing class action was filed against Bakkt Holdings, Inc. and the individuals named in the class action. In late February 2024, plaintiff provided notice that he intended to pursue his remedies as a class member, and therefore did not expect further to pursue this action. On March 1, 2024, the parties filed a joint stipulation of dismissal without a settlement or compromise between the parties, and on March 5, 2024 the Court issued an order dismissing the action. On February 20, 2023, a derivative action related to the foregoing class action was filed against Bakkt Holdings, Inc. and all of its directors in the U.S. District Court for the Eastern District of New York. On June 13, 2023, the defendants filed with the Court a pre-motion letter setting forth the reasons for the dismissal of the action. On July 20, 2023, the parties filed with the Court a stipulation of a voluntary dismissal of the action without a settlement or compromise between them. On July 31, 2023, the Court issued an order to dismiss the action. Prior to its acquisition by the Company, Apex Crypto received requests from the SEC for documents and information about certain aspects of its business, including the operation of its trading platform, processes for listing assets, the classification of certain listed assets, and relationships with customers and service providers, among other topics. The SEC has since made a number of follow-up requests for additional documents and information, and the Company has continued to respond to those requests on a timely basis. Based on the ongoing nature of this matter, the outcome remains uncertain and the Company cannot estimate the potential impact, if any, on its business or financial statements at this time. On January 25, 2024, the Company’s subsidiary, Aspire Loyalty Travel Solutions, LLC (“Aspire”) received a letter from one of its vendors alleging breach of its agreement with that vendor relating to a migration of Aspire’s systems to a different vendor. The alleged breach relates to a contractual provision requiring Aspire to originate at least a given percentage of its redemptions on the vendor’s systems. We recognized $0.4 million of expense for this matter during the three months ended March 31, 2024. The total amount accrued for this matter as of March 31, 2024 was $1.1 million. Other legal and regulatory proceedings have arisen and may arise in the ordinary course of business. However, we do not believe that the resolution of these matters will have a material adverse effect on our financial position, results of operations or cash flows. However, future results could be materially and adversely affected by new developments relating to the legal proceedings and claims. Commercial Purchasing Card Facility On April 7, 2022, we entered into a corporate card services agreement with Bank of America to provide a purchasing card facility that we utilize for redemption purchases made from vendors as part of our loyalty redemption platform.. Total borrowing capacity under the facility was $35 million and there is no defined maturity date. Expenditures made using the purchasing card facility are payable at least bi-monthly, are not subject to formula-based restrictions and do not bear interest if amounts outstanding are paid when due and in full. The purchasing card facility requires us to maintain a concentration account with the lender subject to a minimum liquidity maintenance requirement of $7.0 million along with the accounts receivable of our subsidiary, within the loyalty business. Bakkt Holdings, Inc. serves as the guarantor on behalf of our subsidiary under the commercial purchasing card facility. We began using the purchasing card facility in August 2022. In March 2024, Bank of America required us to pledge as collateral the amounts which were previously required to be maintained in the concentration account. In April 2024, Bank of America reduced our credit line associated with the purchasing card facility from $35.0 million to $20.0 million. Purchase Obligations In December 2021, we entered into a four-year cloud computing arrangement which includes minimum contractual payments due to the third-party provider. In December 2023, we agreed to amend the contract and extend the payment period for an additional year. During the year ended December 31, 2023, we entered into a five-year strategic marketing agreement which required a committed spend. As of March 31, 2024, our outstanding purchase obligations consisted of the following future minimum commitments (in thousands): Payments Due by Period Less than 1 year 1-3 years 3-5 years More than 5 years Total Purchase obligations $ 6,800  $ 13,200  $ —  $ —  $ 20,000

v3.24.1.1.u2

Income Taxes	3 Months Ended
	Mar. 31, 2024
Income Tax Disclosure [Abstract]
Income Taxes	Income Taxes As a result of the VIH Business Combination, the Company acquired a controlling interest in Opco, which is treated as a partnership for U.S. federal income tax purposes, and in most applicable state and local income tax jurisdictions. As a partnership, Opco is not itself subject to U.S. federal and certain state and local income taxes. Any taxable income or loss generated by Opco is passed through to and included in the taxable income or loss of its partners, including the Company following the VIH Business Combination, on a pro rata basis. The Company's U.S. federal and state income tax expense primarily relates to the Company’s allocable share of any taxable income or loss of Opco following the VIH Business Combination. In addition, Opco’s wholly owned corporate subsidiaries that are consolidated for U.S. GAAP purposes but separately taxed for federal, state, and foreign income tax purposes as corporations are generating federal, state, and foreign income tax expense. Our effective tax rate of (0.5)% for the three months ending March 31, 2024 differs from statutory rates primarily due to the noncontrolling interest that is not taxed to the Company and the absence of taxable income available to realize the Company’s net operating losses and other deferred tax assets. Our effective tax rate of less than (0.1)% for the three months ending March 31, 2023 differs from statutory rates primarily due to the noncontrolling interest that is not taxed to the Company and the absence of taxable income available to realize the Company’s net operating losses and other deferred tax assets. Deferred tax assets are reduced by a valuation allowance if, based on the weight of available evidence, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Our realizability of our deferred tax assets, in each jurisdiction, is dependent upon the generation of future taxable income sufficient to utilize the deferred tax assets on income tax returns, including the reversal of existing temporary differences, historical and projected operating results and tax planning strategies. We assessed that substantially all of our deferred tax assets were not more likely than not to be realized. As such. the Company had a valuation allowance of $139.3 million and $139.3 million as of March 31, 2024 and December 31, 2023, respectively. The effects of uncertain tax positions are recognized in the consolidated financial statements if these positions meet a “more-likely-than-not” threshold. For those uncertain tax positions that are recognized in the consolidated financial statements, liabilities are established to reflect the portion of those positions it cannot conclude “more-likely-than-not” to be realized upon ultimate settlement. The Company had no unrecognized tax benefits or related interest and penalties accrued as of March 31, 2024 or December 31, 2023.

v3.24.1.1.u2

Fair Value Measurements	3 Months Ended
	Mar. 31, 2024
Fair Value Disclosures [Abstract]
Fair Value Measurements	Fair Value Measurements Financial assets and liabilities that are measured at fair value on a recurring basis are classified as Level 1, Level 2 and Level 3 as follows (in thousands): As of March 31, 2024 Total Level 1 Level 2 Level 3 Assets: U.S. Treasury debt securities $ 18,012  $ 18,012  $ —  $ —  Safeguarding asset for crypto 1,233,238  —  1,233,238  —  Total Assets $ 1,251,250  $ 18,012  $ 1,233,238  $ —  Liabilities: Safeguarding obligation for crypto $ 1,233,238  $ —  $ 1,233,238  $ —  Warrant liability—Class 1 and Class 2 warrants 20,078  —  —  20,078  Warrant liability—public warrants 928  928  —  —  Total Liabilities $ 1,254,244  $ 928  $ 1,233,238  $ 20,078  As of December 31, 2023 Total Level 1 Level 2 Level 3 Assets: U.S. Treasury debt securities $ 17,398  $ 17,398  $ —  $ —  Safeguarding asset for crypto 701,556  —  701,556  —  Total Assets $ 718,954  $ 17,398  $ 701,556  $ —  Liabilities: Safeguarding obligation for crypto $ 701,556  $ —  $ 701,556  $ —  Warrant liability—public warrants 2,356  2,356  —  —  Total Liabilities $ 703,912  $ 2,356  $ 701,556  $ —  The carrying amounts of certain financial instruments, including cash and cash equivalents, accounts receivable, unbilled accounts receivable, due from related party, deposits with clearinghouse, due to related party, accounts payable and accrued liabilities, and operating lease obligations approximate their fair values due to their short-term nature. The balance of deposits with clearinghouse not invested in U.S. government securities are in the form of cash, and therefore approximate fair value. Our investments in debt securities consist of U.S. Treasury debt securities held in the custody of a major financial institution. As of March 31, 2024, our investment in available-for-sale debt securities was determined to be a Level 1 investment based on quoted prices in active markets and was recorded in the consolidated balance sheets at fair value. The fair value of the safeguarding obligation for crypto and the corresponding safeguarding asset for crypto was determined using Level 2 inputs which included using the value of the safeguarded asset determined as the mid-point of a bid-ask spread in the market we determined to be the principal market for the related crypto as of March 31, 2024. The contingent consideration associated with the acquisition of Bakkt Crypto Solutions is valued using Level 3 inputs, which includes a Monte Carlo model. The inputs for the Monte Carlo model included forecasted financial performance of Bakkt Crypto Solutions and estimated earnings volatility. The contingent consideration liability is revalued each reporting period and any change in the liability is reflected in the Company's statements of operations in “Acquisition-related expenses". As of the acquisition date, the fair value of the contingent consideration was estimated to be $2.9 million and used an estimated gross profit volatility of 66%. As of December 31, 2023, we determined the value of the contingent consideration was zero, based on our forward-looking projections and minimum profit requirements associated with the contingent consideration and reversed the accrual through acquisition expenses. As of March 31, 2024, we determined the value of the contingent consideration remained zero. Our public warrant liability is valued based on quoted prices in active markets and is classified within Level 1. The warrants associated with the Concurrent Offerings were valued using a monte-carlo model, which is considered a Level 3 input. A significant input to the monte-carlo model include the volatility of movement in the price of the stock underlying the warrants, which was estimated using the historical volatility of our Class A common stock over the contractual period of the warrant. As described in Note 5 our owned crypto is continually evaluated for impairment using the lowest quoted price in the market we determine to be the principal market for the related crypto, which we determined was a Level 2 input. Other fair value inputs associated with non-recurring impairment analyses are discussed in the notes of the related assets.

v3.24.1.1.u2

Leases	3 Months Ended
	Mar. 31, 2024
Leases [Abstract]
Leases	Leases We lease real estate for office space under operating leases. On December 21, 2023, we signed an agreement to sublease a portion of our corporate headquarters office space in Alpharetta, Georgia. The sublease commenced in March 2024. On March 15, 2023, we signed an amendment to our Scottsdale, Arizona lease that extended the lease term. The amended lease has a term of 89 months and total fixed lease payments over the term of the amended lease are $5.7 million. During the year ended December 31, 2022, we entered into a new real estate lease for office space in New York, New York, that commenced on January 31, 2022. The lease has a term of 94 months and the total fixed lease payments over the term of the lease are $7.3 million. On April 25, 2022, we signed a lease agreement for call center office space in Alpharetta, Georgia. On May 12, 2022, we executed our option to lease additional space for the Alpharetta call center. The call center lease commenced on June 3, 2022. The lease has a term of 47 months and total fixed lease payments over the term of the lease are $5.9 million. We consider a lease to have commenced on the date when we are granted access to the leased asset. Several of these leases include escalation clauses for adjusting rentals. As of March 31, 2024, we do not have any active finance leases. Our real estate leases have remaining lease terms as of March 31, 2024 ranging from 25 months to 102 months, with three of our leases containing an option to extend the term for a period of 5 years exercisable by us, which we are not reasonably certain of exercising at commencement. None of our leases contain an option to terminate the lease without cause at the option of either party during the lease term. Certain of our real estate leasing agreements include terms requiring us to reimburse the lessor for its share of real estate taxes, insurance, operating costs and utilities which we account for as variable lease costs when incurred since we have elected to not separate lease and non-lease components, and hence are not included in the measurement of lease liability. There are no restrictions or covenants imposed by any of the leases, and none of our leases contain material residual value guarantees. The discount rates for all of our leases are based on our estimated incremental borrowing rate since the rates implicit in the leases were not determinable. Our incremental borrowing rate is based on management’s estimate of the rate of interest we would have to pay to borrow on a fully collateralized basis over a similar term an amount equal to the lease payments in a similar economic environment. We have elected the practical expedient under which lease components would not be separated from the non-lease components for all our classes of underlying assets. Accordingly, each lease component and the non-lease components related to the lease component are accounted for as a single lease component. As of March 31, 2024, the weighted average remaining lease term for our operating leases was approximately 82 months, and the weighted average discount rate for our operating leases was 5.3%. As of December 31, 2023, the weighted average remaining lease term for our operating leases was approximately 84 months, and the weighted average discount rate for our operating leases was 5.3%. We were party to short-term leases during three months ended March 31, 2024 and March 31, 2023, which resulted in less than $0.1 million of rent expense, respectively.
Leases	Leases We lease real estate for office space under operating leases. On December 21, 2023, we signed an agreement to sublease a portion of our corporate headquarters office space in Alpharetta, Georgia. The sublease commenced in March 2024. On March 15, 2023, we signed an amendment to our Scottsdale, Arizona lease that extended the lease term. The amended lease has a term of 89 months and total fixed lease payments over the term of the amended lease are $5.7 million. During the year ended December 31, 2022, we entered into a new real estate lease for office space in New York, New York, that commenced on January 31, 2022. The lease has a term of 94 months and the total fixed lease payments over the term of the lease are $7.3 million. On April 25, 2022, we signed a lease agreement for call center office space in Alpharetta, Georgia. On May 12, 2022, we executed our option to lease additional space for the Alpharetta call center. The call center lease commenced on June 3, 2022. The lease has a term of 47 months and total fixed lease payments over the term of the lease are $5.9 million. We consider a lease to have commenced on the date when we are granted access to the leased asset. Several of these leases include escalation clauses for adjusting rentals. As of March 31, 2024, we do not have any active finance leases. Our real estate leases have remaining lease terms as of March 31, 2024 ranging from 25 months to 102 months, with three of our leases containing an option to extend the term for a period of 5 years exercisable by us, which we are not reasonably certain of exercising at commencement. None of our leases contain an option to terminate the lease without cause at the option of either party during the lease term. Certain of our real estate leasing agreements include terms requiring us to reimburse the lessor for its share of real estate taxes, insurance, operating costs and utilities which we account for as variable lease costs when incurred since we have elected to not separate lease and non-lease components, and hence are not included in the measurement of lease liability. There are no restrictions or covenants imposed by any of the leases, and none of our leases contain material residual value guarantees. The discount rates for all of our leases are based on our estimated incremental borrowing rate since the rates implicit in the leases were not determinable. Our incremental borrowing rate is based on management’s estimate of the rate of interest we would have to pay to borrow on a fully collateralized basis over a similar term an amount equal to the lease payments in a similar economic environment. We have elected the practical expedient under which lease components would not be separated from the non-lease components for all our classes of underlying assets. Accordingly, each lease component and the non-lease components related to the lease component are accounted for as a single lease component. As of March 31, 2024, the weighted average remaining lease term for our operating leases was approximately 82 months, and the weighted average discount rate for our operating leases was 5.3%. As of December 31, 2023, the weighted average remaining lease term for our operating leases was approximately 84 months, and the weighted average discount rate for our operating leases was 5.3%. We were party to short-term leases during three months ended March 31, 2024 and March 31, 2023, which resulted in less than $0.1 million of rent expense, respectively.

v3.24.1.1.u2

Safeguarding Obligation For Crypto	3 Months Ended
	Mar. 31, 2024
Platform Operator, Crypto-Asset [Abstract]
Safeguarding Obligation For Crypto	Safeguarding Obligation For Crypto We provide custody services for Bakkt Crypto's customers and for Bakkt Trust's standalone custody customers. Bakkt Trust may also provide sub-custodian services Bakkt Crypto customers. We do not own crypto held in a custodial capacity on behalf of our customers. We maintain the internal recordkeeping of those assets and are obligated to safeguard the assets and protect them from loss or theft. We hold the controlling majority of cryptographic key information on behalf of our Bakkt Trust custodial customers. A significant portion of the crypto we hold in a custodial capacity are custodied by institutional grade subcustodians. Subcustodians used by Bakkt Crypto hold our customer cryptographic key information and are not permitted to move assets without our specific authorization. As of March 31, 2024, we have a safeguarding obligation for crypto of $1,233.2 million. The safeguarding liability, and corresponding safeguarding asset for crypto on the balance sheet, are measured at the fair value of the crypto held for our customers. We are not aware of any actual or possible safeguarding loss events as of March 31, 2024. Therefore, the safeguarding obligation for crypto and the related safeguarding asset for crypto are recorded at the same amount. We are responsible for holding the following crypto on behalf of our customers as of March 31, 2024 and December 31, 2023 (in thousands): March 31, 2024 December 31, 2023 Bitcoin $ 405,632  $ 262,231  Ether 249,187  196,016  Shiba Inu 363,748  143,237  Dogecoin 174,665  78,524  Other 40,006  21,548  Safeguarding obligation for crypto $ 1,233,238  $ 701,556  Safeguarding asset for crypto $ 1,233,238  $ 701,556

v3.24.1.1.u2

Investments in Debt Securities	3 Months Ended
	Mar. 31, 2024
Investments, Debt and Equity Securities [Abstract]
Investments in Debt Securities	Investment in Debt Securities We have investments in certain debt securities, which we record at fair value and present as "Available-for-sale securities" in the consolidated balance sheets. Unrealized gains and temporary losses, net of related taxes, are included in accumulated other comprehensive income (loss) ("AOCI"). Upon realization, those amounts are reclassified from AOCI to earnings. The amortization of premiums and discounts on the investments are included in our results of operations. Realized gains and losses are calculated based on the specific identification method. We classify our investments as current or noncurrent based on the nature of the investments and their availability for use in current operations. The cost basis and fair value of available-for-sale debt securities with unrealized gains and losses included in “Accumulated other comprehensive loss” in the consolidated balance sheets were as follows (in thousands): March 31, 2024 December 31, 2023 Available-for-sale securities Cost Basis Unrealized Gains/(Losses), net Fair Value Cost Basis Unrealized Gains/(Losses), net Fair Value Government debt U.S. treasury bonds 17,996  16  18,012  17,230  168  17,398  Total available-for-sale securities $ 17,996  $ 16  $ 18,012  $ 17,230  $ 168  $ 17,398  There were no available-for-sale debt securities in an unrealized loss position as of March 31, 2024 or December 31, 2023. We may sell certain investments depending on liquidity needs of the business; however, it is not likely that we will be required to sell the investments before recovery of their respective amortized cost basis. In addition, there were no credit losses on these investments as of March 31, 2024. In February 2024, we sold our available-for-sale securities based on liquidity needs of the business. Losses associated with the sales were immaterial. The cost basis and fair value of available-for-sale debt securities at March 31, 2024, by contractual maturity, are shown below (in thousands). Expected maturities may differ from contractual maturities because borrowers may have the right to prepay and creditors may have the right to call obligations. March 31, 2024 Cost Basis Fair Value Due in one year or less $ 17,996  $ 18,012  Due after one year through five years —  —  Total debt securities - available-for-sale $ 17,996  $ 18,012

v3.24.1.1.u2

Subsequent Events	3 Months Ended
	Mar. 31, 2024
Subsequent Events [Abstract]
Subsequent Events	Subsequent Events We have evaluated subsequent events and determined that no other events or transactions, other than those disclosed above, met the definition of a subsequent event for purposes of recognition or disclosure in the accompanying consolidated financial statements. On April 25, 2024, we completed the subsequent sale and issuance of 350,880 shares of Class A Common Stock, Class 1 Warrants to purchase up to 175,440 shares of Class A Common Stock and Class 2 Warrants to purchase up to 175,440 shares of Class A Common Stock to ICE pursuant to the ICE Purchase Agreement. We received aggregate gross proceeds of approximately $7.6 million from such issuance. On May 2, 2024, we announced a reduction in force that is expected to result in the termination of 28 employees, which represents approximately 13% of our non-call center, full-time workforce. The reduction in force is a component of a broader strategic review of our operations that is intended to more effectively align resources with business priorities. Substantially all of the employees impacted by the reduction in force were notified of the reduction on May 2, 2024 and will exit the Company in the second quarter of 2024. We estimate that we will incur expenses in a range of $0.8 million to $1.0 million related to the reduction in force, substantially all of which will relate to employee severance and benefits costs and will be recognized in the second quarter of 2024.

v3.24.1.1.u2

Pay vs Performance Disclosure - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Pay vs Performance Disclosure
Net Income (Loss)	$ (8,165)	$ (13,976)

v3.24.1.1.u2

Insider Trading Arrangements	3 Months Ended
	Mar. 31, 2024
Trading Arrangements, by Individual
Rule 10b5-1 Arrangement Adopted	false
Non-Rule 10b5-1 Arrangement Adopted	false
Rule 10b5-1 Arrangement Terminated	false
Non-Rule 10b5-1 Arrangement Terminated	false

v3.24.1.1.u2

Summary of Significant Accounting Policies (Policies)	3 Months Ended
	Mar. 31, 2024
Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation The accompanying unaudited interim consolidated financial statements are prepared in accordance with United States generally accepted accounting principles (“U.S. GAAP”) for interim financial information and with the instructions to the Quarterly Report on Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. In the opinion of management, the unaudited interim consolidated financial statements include the accounts of the Company and our subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. In addition, certain reclassifications of amounts previously reported have been made to the accompanying consolidated financial statements in order to conform to current presentation. In the opinion of management, all adjustments (consisting of normal recurring accruals), considered necessary for a fair presentation have been included. The interim results for the three months ended March 31, 2024 are not necessarily indicative of the results that may be expected for the year ending December 31, 2024, or for any other future annual or interim period. These consolidated financial statements should be read in conjunction with the Company’s audited financial statements and accompanying notes thereto included in our Form 10-K. On April 29, 2024, following approval by our stockholders and Board of Directors, we effected a reverse stock split (the “Reverse Stock Split”) of our Class A Common Stock, par value $0.0001 per share (“Class A Common Stock”), and Class V Common Stock, par value $0.0001 per share (“Class V Common Stock” and collectively with the Class A Common Stock, the “Common Stock”), at a ratio of 1-for-25 (the “Reverse Stock Split Ratio”). Our Class A Common Stock began trading on a reverse-split adjusted basis on the New York Stock Exchange (the "NYSE") as of the open of trading on April 29, 2024. All outstanding warrants and share-based awards were also adjusted on a 1-for-25 basis. In accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 505 Equity, changes in the capital structure of a public reporting entity due to a reverse stock split occurring after the balance sheet date, but before the release of the financial statements, should be given retroactive effect. As such, the Reverse Stock Split has been retroactively applied to all figures throughout this Quarterly Report on Form 10-Q (unless otherwise noted).
Use of Estimates	Use of Estimates The preparation of the consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. We base our estimates and assumptions on historical experience and various judgments that we believe to be reasonable under the circumstances. The significant estimates and assumptions that affect the financial statements may include, but are not limited to, those that are related to going concern, income tax valuation allowances, useful lives and fair value of intangible assets and property, equipment and software, fair value of financial assets and liabilities, determining provision for doubtful accounts, valuation of acquired tangible and intangible assets, the impairment of intangible and long-lived assets and goodwill, our issued warrants, and fair market value of stock-based awards. Actual results and outcomes may differ from management’s estimates and assumptions and such differences may be material to our audited consolidated financial statements.
Recently Adopted Accounting Pronouncements	Recently Adopted Accounting Pronouncements For the three months ended March 31, 2024, there were no significant changes to the recently adopted accounting pronouncements applicable to us from those disclosed in Note 2 to the consolidated financial statements included in our Form 10-K.

v3.24.1.1.u2

Revenue from Contracts with Clients (Tables)	3 Months Ended
	Mar. 31, 2024
Revenue from Contract with Customer [Abstract]
Disaggregation of Revenue	We disaggregate revenue by service type and by platform as follows (in thousands): Service Type Three Months Ended March 31, 2024 Three Months Ended March 31, 2023 Transaction revenue $ 847,984  $ 7,706  Subscription and service revenue 6,598  5,513  Total revenue $ 854,582  $ 13,219  Platform Three Months Ended March 31, 2024 Three Months Ended March 31, 2023 Loyalty redemption platform, net 13,242  12,776  Crypto services 841,340  443  Total revenue $ 854,582  $ 13,219
Contract Liabilities	The activity in deferred revenue for the three months ended March 31, 2024 and March 31, 2023, respectively, was as follows (in thousands): Three Months Ended March 31, 2024 Three Months Ended March 31, 2023 Beginning of the period contract liability $ 7,480  $ 7,084  Revenue recognized from contract liabilities included in the beginning balance (1,497) (1,119) Increases due to cash received, net of amounts recognized in revenue during the period 170  577  End of the period contract liability $ 6,153  $ 6,542

v3.24.1.1.u2

Business Combination and Asset Acquisition (Tables)	3 Months Ended
	Mar. 31, 2024
Business Combination and Asset Acquisition [Abstract]
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed	The following is a reconciliation of the fair value of consideration transferred in the acquisition to the fair value of the assets acquired and liabilities assumed. ($ in millions) Cash consideration paid 55.0  Cash paid for working capital and cash 11.8  Class A Common Stock at transaction close 10.5  Estimated fair value of Class A Common Stock contingent consideration 2.9  Total consideration $ 80.2  Current assets 31.8  Safeguarding asset for crypto 689.3  Non-current assets 0.3  Intangible assets - developed technology 5.6  Intangible assets - customer relationships 10.2  Goodwill 52.0  Current liabilities (19.7) Safeguarding obligation for crypto (689.3) Net assets acquired $ 80.2

v3.24.1.1.u2

Goodwill and Intangible Assets, Net (Tables)	3 Months Ended
	Mar. 31, 2024
Goodwill and Intangible Assets Disclosure [Abstract]
Schedule of Goodwill	Changes in goodwill consisted of the following (in thousands): Balance as of December 31, 2023 $ 68,001  Foreign currency translation —  Balance as of March 31, 2024 $ 68,001
Schedule of Finite-Lived Intangible Assets	Intangible assets consisted of the following (in thousands): March 31, 2024 Weighted Average Useful Life (in years) Gross Carrying Amount Accumulated Amortization Net Carrying Amount Trademarks / trade names Indefinite 2,900  —  2,900  Total $ 2,900  $ —  $ 2,900  December 31, 2023 Weighted Average Useful Life (in years) Gross Carrying Amount Accumulated Amortization Impairment Net Carrying Amount Licenses Indefinite $ 611  $ —  (611) $ —  Trademarks / trade names Indefinite 8,000  —  (5,100) 2,900  Technology 5 18,360  (6,234) (12,126) —  Customer relationships 8.4 55,170  (12,508) (42,662) —  Total $ 82,141  $ (18,742) (60,499) $ 2,900
Schedule of Indefinite-Lived Intangible Assets	Intangible assets consisted of the following (in thousands): March 31, 2024 Weighted Average Useful Life (in years) Gross Carrying Amount Accumulated Amortization Net Carrying Amount Trademarks / trade names Indefinite 2,900  —  2,900  Total $ 2,900  $ —  $ 2,900  December 31, 2023 Weighted Average Useful Life (in years) Gross Carrying Amount Accumulated Amortization Impairment Net Carrying Amount Licenses Indefinite $ 611  $ —  (611) $ —  Trademarks / trade names Indefinite 8,000  —  (5,100) 2,900  Technology 5 18,360  (6,234) (12,126) —  Customer relationships 8.4 55,170  (12,508) (42,662) —  Total $ 82,141  $ (18,742) (60,499) $ 2,900

v3.24.1.1.u2

Consolidated Balance Sheet Components (Tables)	3 Months Ended
	Mar. 31, 2024
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Schedule of Accounts Receivable, Net	Accounts receivable, net consisted of the following (in thousands): March 31, 2024 December 31, 2023 Trade accounts receivable $ 11,747  $ 14,987  Receivables from customers, clients and liquidity partners 16,386  6,123  Unbilled receivables 4,880  6,125  Deposits 2,176  939  Other receivables 2,861  2,221  Total accounts receivable 38,050  30,395  Less: Allowance for doubtful accounts (893) (731) Total $ 37,157  $ 29,664
Schedule of Other Current Assets	Other current assets consisted of the following (in thousands): March 31, 2024 December 31, 2023 Prepaid expenses $ 3,645  $ 3,307  Other 350  25  Total $ 3,995  $ 3,332
Schedule of Property, Equipment and Software, Net	Property, equipment and software, net consisted of the following (in thousands): March 31, 2024 December 31, 2023 Internal-use software $ 1,236  $ —  Other computer and network equipment 835  800  Leasehold improvements 235  —  Property, equipment and software, gross 2,306  800  Less: accumulated amortization and depreciation (797) (740) Total $ 1,509  $ 60
Schedule of Other Assets	Other assets consisted of the following (in thousands): March 31, 2024 December 31, 2023 Operating lease right-of-use assets $ 10,834  $ 11,456  Deposits with clearinghouse 159  159  Other 1,780  1,647  Total $ 12,773  $ 13,262
Schedule of Accounts Payable and Accrued Liabilities	Accounts payable and accrued liabilities consisted of the following (in thousands): March 31, 2024 December 31, 2023 Accounts payable $ 5,670  $ 14,925  Payables to clients and customers 16,516  4,906  Accrued expenses 17,963  15,970  Purchasing card payable 11,214  11,830  Salaries and benefits payable 7,093  4,442  Loyalty revenue share liability 3,653  2,686  Other 608  620  Total $ 62,717  $ 55,379
Other Current Liabilities	Other current liabilities consisted of the following (in thousands): March 31, 2024 December 31, 2023 Current maturities of operating lease liability 3,718  3,636  Other 111  70  Total $ 3,829  $ 3,706
Other Noncurrent Liabilities	Other noncurrent liabilities consisted of the following (in thousands): March 31, 2024 December 31, 2023 Operating lease liability, noncurrent $ 22,481  $ 23,525  Total $ 22,481  $ 23,525

v3.24.1.1.u2

Stockholders’ Equity (Tables)	3 Months Ended
	Mar. 31, 2024
Equity [Abstract]
Schedule of Other Ownership Interests	The following table summarizes the ownership interest in Opco as of March 31, 2024 and December 31, 2023: March 31, 2024 December 31, 2023 Opco Common Units Ownership % Opco Common Units Ownership % Opco common units held by Bakkt Holdings, Inc. 5,873,079  45  % 3,793,837  35  % Opco common units held by noncontrolling interest holders 7,195,339  55  % 7,200,064  65  % Total Opco common units outstanding 13,068,418  100  % 10,993,901  100  %

v3.24.1.1.u2

Share-Based and Unit-Based Compensation (Tables)	3 Months Ended
	Mar. 31, 2024
Share-Based Payment Arrangement [Abstract]
Summary of RSU Activity	The following tables summarize RSU and PSU activity under the 2021 Incentive Plan for the three months ended March 31, 2024 and March 31, 2023 (in thousands, except per unit data): RSUs and PSUs Number of RSUs and PSUs Weighted Average Remaining Contractual Term (years) Weighted Average Grant Date Fair Value Aggregate Intrinsic Value Outstanding as of December 31, 2022 551  2.05 $ 101.25  Granted 180  $ 37.00  $ 6,600  Forfeited (30) Vested (98) Outstanding as of March 31, 2023 603  2.02 $ 82.00  Outstanding as of December 31, 2023 521  1.38 $ 69.75  Granted 482  $ 11.50  $ 5,527  Forfeited (77) Vested (233) Outstanding as of March 31, 2024 693  1.90 $ 27.25
Summary of PSU Activity	The following tables summarize RSU and PSU activity under the 2021 Incentive Plan for the three months ended March 31, 2024 and March 31, 2023 (in thousands, except per unit data): RSUs and PSUs Number of RSUs and PSUs Weighted Average Remaining Contractual Term (years) Weighted Average Grant Date Fair Value Aggregate Intrinsic Value Outstanding as of December 31, 2022 551  2.05 $ 101.25  Granted 180  $ 37.00  $ 6,600  Forfeited (30) Vested (98) Outstanding as of March 31, 2023 603  2.02 $ 82.00  Outstanding as of December 31, 2023 521  1.38 $ 69.75  Granted 482  $ 11.50  $ 5,527  Forfeited (77) Vested (233) Outstanding as of March 31, 2024 693  1.90 $ 27.25
Summary of Unit-Based Compensation Expense	Unit-based compensation expense for the three months ended March 31, 2023, was as follows (in thousands): Type of unit Three Months Ended March 31, 2023 Common incentive unit $ 542  Participation unit 138  Total $ 680
Summary of Incentive Unit Activity	The following table summarizes common incentive unit activity under the Opco Plan for the three months ended March 31, 2023 and March 31, 2024 (in thousands, except per unit data): Common Incentive Units Number of Common Incentive Units Weighted Average Remaining Contractual Term (years) Weighted Average Grant Date Fair Value Aggregate Intrinsic Value Outstanding as of December 31, 2022 332  0.79 $ 157.50  $ 67,635  Granted —  Forfeited —  Exchanged (8) Outstanding as of March 31, 2023 324  0.54 $ 157.50  $ 65,980  Outstanding as of December 31, 2023 309  0 $ 166.75  $ 51,467  Granted —  Forfeited —  Exchanged (5) Outstanding as of March 31, 2024 304  0 $ 166.75  $ 50,677

v3.24.1.1.u2

Net Loss per Share (Tables)	3 Months Ended
	Mar. 31, 2024
Earnings Per Share [Abstract]
Schedule of Basic and Diluted Per Share Computations For Net Loss	The following is a reconciliation of the denominators of the basic and diluted per share computations for net loss (in thousands, except share and per share data): Three Months Ended March 31, 2024 Three Months Ended March 31, 2023 Net Loss per share: Numerator – basic and diluted: Net loss $ (21,275) $ (44,859) Less: Net loss attributable to noncontrolling interest (13,110) (30,883) Net loss attributable to Bakkt Holdings, Inc. – basic (8,165) (13,976) Net loss and tax effect attributable to noncontrolling interests —  —  Net loss attributable to Bakkt Holdings, Inc. – diluted $ (8,165) $ (13,976) Denominator – basic and diluted: Weighted average shares outstanding – basic 4,396,495  3,275,172  Weighted average shares outstanding – diluted 4,396,495  3,275,172  Net loss per share – basic $ (1.86) $ (4.27) Net loss per share – diluted $ (1.86) $ (4.27)
Schedule of Weighted-Average Potential Common Shares Excluded From Diluted Loss Per Common Share	The following table summarizes the total potential common shares excluded from diluted loss per common share as their effect would be anti-dilutive (in thousands): As of March 31, 2024 RSUs and PSUs 679  Public warrants 286  Opco warrants 32  Class 1 and Class 2 warrants 1,956  Opco common units 7,195  Total 10,148

v3.24.1.1.u2

Commitment and Contingencies (Tables)	3 Months Ended
	Mar. 31, 2024
Commitments and Contingencies Disclosure [Abstract]
Schedule of Future Minimum Commitments	As of March 31, 2024, our outstanding purchase obligations consisted of the following future minimum commitments (in thousands): Payments Due by Period Less than 1 year 1-3 years 3-5 years More than 5 years Total Purchase obligations $ 6,800  $ 13,200  $ —  $ —  $ 20,000

v3.24.1.1.u2

Fair Value Measurements (Tables)	3 Months Ended
	Mar. 31, 2024
Fair Value Disclosures [Abstract]
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis	Financial assets and liabilities that are measured at fair value on a recurring basis are classified as Level 1, Level 2 and Level 3 as follows (in thousands): As of March 31, 2024 Total Level 1 Level 2 Level 3 Assets: U.S. Treasury debt securities $ 18,012  $ 18,012  $ —  $ —  Safeguarding asset for crypto 1,233,238  —  1,233,238  —  Total Assets $ 1,251,250  $ 18,012  $ 1,233,238  $ —  Liabilities: Safeguarding obligation for crypto $ 1,233,238  $ —  $ 1,233,238  $ —  Warrant liability—Class 1 and Class 2 warrants 20,078  —  —  20,078  Warrant liability—public warrants 928  928  —  —  Total Liabilities $ 1,254,244  $ 928  $ 1,233,238  $ 20,078  As of December 31, 2023 Total Level 1 Level 2 Level 3 Assets: U.S. Treasury debt securities $ 17,398  $ 17,398  $ —  $ —  Safeguarding asset for crypto 701,556  —  701,556  —  Total Assets $ 718,954  $ 17,398  $ 701,556  $ —  Liabilities: Safeguarding obligation for crypto $ 701,556  $ —  $ 701,556  $ —  Warrant liability—public warrants 2,356  2,356  —  —  Total Liabilities $ 703,912  $ 2,356  $ 701,556  $ —

v3.24.1.1.u2

Safeguarding Obligation For Crypto (Tables)	3 Months Ended
	Mar. 31, 2024
Platform Operator, Crypto-Asset [Abstract]
Summary of Crypto	We are responsible for holding the following crypto on behalf of our customers as of March 31, 2024 and December 31, 2023 (in thousands): March 31, 2024 December 31, 2023 Bitcoin $ 405,632  $ 262,231  Ether 249,187  196,016  Shiba Inu 363,748  143,237  Dogecoin 174,665  78,524  Other 40,006  21,548  Safeguarding obligation for crypto $ 1,233,238  $ 701,556  Safeguarding asset for crypto $ 1,233,238  $ 701,556

v3.24.1.1.u2

Investments in Debt Securities (Tables)	3 Months Ended
	Mar. 31, 2024
Investments, Debt and Equity Securities [Abstract]
Summary of Available-for-Sale Debt Securities	The cost basis and fair value of available-for-sale debt securities with unrealized gains and losses included in “Accumulated other comprehensive loss” in the consolidated balance sheets were as follows (in thousands): March 31, 2024 December 31, 2023 Available-for-sale securities Cost Basis Unrealized Gains/(Losses), net Fair Value Cost Basis Unrealized Gains/(Losses), net Fair Value Government debt U.S. treasury bonds 17,996  16  18,012  17,230  168  17,398  Total available-for-sale securities $ 17,996  $ 16  $ 18,012  $ 17,230  $ 168  $ 17,398
Summary of Available-for-Sale Debt Securities by Contractual Maturity	The cost basis and fair value of available-for-sale debt securities at March 31, 2024, by contractual maturity, are shown below (in thousands). Expected maturities may differ from contractual maturities because borrowers may have the right to prepay and creditors may have the right to call obligations. March 31, 2024 Cost Basis Fair Value Due in one year or less $ 17,996  $ 18,012  Due after one year through five years —  —  Total debt securities - available-for-sale $ 17,996  $ 18,012

v3.24.1.1.u2

Organization and Description of Business - Narrative (Details)	Apr. 01, 2023
Apex Crypto
Business Acquisition [Line Items]
Percentage of issued and outstanding ownership interests acquired	100.00%

v3.24.1.1.u2

Summary of Significant Accounting Policies - Narrative (Details) $ / shares in Units, $ in Thousands		3 Months Ended
	Apr. 29, 2024 $ / shares	Mar. 31, 2024 USD ($) $ / shares	Mar. 31, 2023 USD ($)	Dec. 31, 2024 USD ($)	May 03, 2024 USD ($)	Dec. 31, 2023 USD ($)
Conversion of Stock [Line Items]
Net loss		$ (21,275)	$ (44,859)
Cash consumed in operations		38,353	(47,241)
Cash and cash equivalents		56,600	$ 50,834			$ 52,882
Available-for-sale securities		$ 18,012				$ 17,398
Forecast
Conversion of Stock [Line Items]
Reduction in minimum required regulatory capital and insurance collateral				$ 12,000
Subsequent Event
Conversion of Stock [Line Items]
Estimated cash savings from workforce reduction					$ 13,000
Subsequent Event | Share-Based Awards
Conversion of Stock [Line Items]
Stock split ratio	0.04
Subsequent Event | Warrants
Conversion of Stock [Line Items]
Stock split ratio	0.04
Class A Common Stock
Conversion of Stock [Line Items]
Common stock, par value (in dollars per share) | $ / shares		$ 0.0001
Class A Common Stock | Subsequent Event
Conversion of Stock [Line Items]
Common stock, par value (in dollars per share) | $ / shares	$ 0.0001
Stock split ratio	0.04
Class V Common Stock
Conversion of Stock [Line Items]
Common stock, par value (in dollars per share) | $ / shares		$ 0.0001
Class V Common Stock | Subsequent Event
Conversion of Stock [Line Items]
Common stock, par value (in dollars per share) | $ / shares	$ 0.0001
Stock split ratio	0.04

v3.24.1.1.u2

Revenue from Contracts with Customers - Disaggregation of Revenue (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Disaggregation of Revenue [Line Items]
Total revenue	$ 854,582	$ 13,219
Loyalty redemption platform
Disaggregation of Revenue [Line Items]
Total revenue	13,242	12,776
Crypto services
Disaggregation of Revenue [Line Items]
Total revenue	841,340	443
Transaction revenue
Disaggregation of Revenue [Line Items]
Total revenue	847,984	7,706
Subscription and service revenue
Disaggregation of Revenue [Line Items]
Total revenue	$ 6,598	$ 5,513

v3.24.1.1.u2

Revenue from Contracts with Customers - Narrative (Details) $ in Thousands	3 Months Ended
	Mar. 31, 2024 USD ($) segment	Mar. 31, 2023 USD ($)
Disaggregation of Revenue [Line Items]
Total revenue	$ 854,582	$ 13,219
Number of reportable segments | segment	1
Transaction price allocated to remaining performance obligation	$ 18,000	24,400
Contract costs	0	0
Foreign Jurisdictions
Disaggregation of Revenue [Line Items]
Total revenue	14,400	900
Subscription Fees
Disaggregation of Revenue [Line Items]
Transaction price allocated to remaining performance obligation	$ 11,800	$ 17,900
Revenue recognition period	23 months	32 months
Subscription Fees | Minimum
Disaggregation of Revenue [Line Items]
Revenue recognition period	1 month	1 month
Subscription Fees | Maximum
Disaggregation of Revenue [Line Items]
Revenue recognition period	30 months	42 months
Service Fees
Disaggregation of Revenue [Line Items]
Transaction price allocated to remaining performance obligation	$ 6,200	$ 6,500
Revenue recognition period	17 months	24 months

v3.24.1.1.u2

Revenue from Contracts with Customers - Deferred Revenue (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Contract with Customer, Liability [Roll Forward]
Beginning of the period contract liability	$ 7,480	$ 7,084
Revenue recognized from contract liabilities included in the beginning balance	(1,497)	(1,119)
Increases due to cash received, net of amounts recognized in revenue during the period	170	577
End of the period contract liability	$ 6,153	$ 6,542

v3.24.1.1.u2

Business Combination and Asset Acquisition - Narrative (Details) - USD ($) $ in Thousands			3 Months Ended
	Apr. 01, 2023	Feb. 08, 2023	Mar. 31, 2023	Mar. 31, 2024	Dec. 31, 2023
Apex Crypto
Business Acquisition [Line Items]
Percentage of issued and outstanding ownership interests acquired	100.00%
Cash consideration paid	$ 55,000
Cash paid for working capital and cash	11,800
Contingent consideration	2,900			$ 0	$ 0
Pro forma revenue, net			$ 458,300
Pro forma net loss			$ 38,500
Cash consideration	80,200
Apex Crypto | Maximum
Business Acquisition [Line Items]
Estimated fair value of Class A common stock contingent consideration	100,000
Apex Crypto | Class A Common Stock
Business Acquisition [Line Items]
Class A common stock at transaction close	10,500
Estimated fair value of Class A common stock contingent consideration	$ 2,900
Bumped
Business Acquisition [Line Items]
Percentage of issued and outstanding ownership interests acquired		100.00%
Cash consideration		$ 600

v3.24.1.1.u2

Business Combination and Asset Acquisition - Schedule of Assets and Liabilities Acquired (Details) - USD ($) $ in Thousands	Apr. 01, 2023	Mar. 31, 2024	Dec. 31, 2023
Business Acquisition [Line Items]
Goodwill		$ 68,001	$ 68,001
Apex Crypto
Business Acquisition [Line Items]
Cash consideration paid	$ 55,000
Cash paid for working capital and cash	11,800
Total consideration	80,200
Current assets	31,800
Safeguarding asset for crypto	689,300
Non-current assets	300
Intangible assets	5,600
Current liabilities	(19,700)
Safeguarding obligation for crypto	(689,300)
Net assets acquired	80,200
Apex Crypto | Technology
Business Acquisition [Line Items]
Intangible assets	10,200
Apex Crypto | Customer relationships
Business Acquisition [Line Items]
Goodwill	52,000
Apex Crypto | Class A Common Stock
Business Acquisition [Line Items]
Class A common stock at transaction close	10,500
Estimated fair value of Class A common stock contingent consideration	$ 2,900

v3.24.1.1.u2

Goodwill and Intangible Assets, Net - Goodwill (Details) $ in Thousands	3 Months Ended
	Mar. 31, 2024 USD ($)
Goodwill [Roll Forward]
Goodwill, beginning balance	$ 68,001
Foreign currency translation	0
Goodwill, ending balance	$ 68,001

v3.24.1.1.u2

Goodwill and Intangible Assets, Net - Narrative (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Goodwill and Intangible Assets Disclosure [Abstract]
Goodwill, impairment loss	$ 0
Amortization of intangible assets	0	$ 2,000
Finite lived intangible assets	$ 0

v3.24.1.1.u2

Goodwill and Intangible Assets, Net - Schedule of Intangible Assets (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Mar. 31, 2024
Finite-Lived Intangible Assets [Line Items]
Accumulated Amortization	$ (18,742)	$ 0
Finite lived intangible assets		0
Gross Carrying Amount	82,141	2,900
Impairment	(60,499)
Net Carrying Amount	2,900	2,900
Licenses
Indefinite-lived Intangible Assets [Line Items]
Gross Carrying Amount	611
Impairment	(611)
Net Carrying Amount	0
Trademarks / trade names
Indefinite-lived Intangible Assets [Line Items]
Gross Carrying Amount	8,000	2,900
Impairment	(5,100)
Net Carrying Amount	$ 2,900	$ 2,900
Technology
Finite-Lived Intangible Assets [Line Items]
Weighted Average Useful Life (in years)	5 years
Gross Carrying Amount	$ 18,360
Accumulated Amortization	(6,234)
Impairment	(12,126)
Finite lived intangible assets	$ 0
Customer relationships
Finite-Lived Intangible Assets [Line Items]
Weighted Average Useful Life (in years)	8 years 4 months 24 days
Gross Carrying Amount	$ 55,170
Accumulated Amortization	(12,508)
Impairment	(42,662)
Finite lived intangible assets	$ 0

v3.24.1.1.u2

Consolidated Balance Sheet Components - Accounts Receivable, Net (Details) - USD ($) $ in Thousands	Mar. 31, 2024	Dec. 31, 2023
Accounts, Notes, Loans and Financing Receivable [Line Items]
Total accounts receivable	$ 38,050	$ 30,395
Less: allowance for doubtful accounts	(893)	(731)
Total	37,157	29,664
Trade accounts receivable
Accounts, Notes, Loans and Financing Receivable [Line Items]
Total accounts receivable	11,747	14,987
Receivables from customers, clients and liquidity partners
Accounts, Notes, Loans and Financing Receivable [Line Items]
Total accounts receivable	16,386	6,123
Unbilled receivables
Accounts, Notes, Loans and Financing Receivable [Line Items]
Total accounts receivable	4,880	6,125
Deposits
Accounts, Notes, Loans and Financing Receivable [Line Items]
Total accounts receivable	2,176	939
Other receivables
Accounts, Notes, Loans and Financing Receivable [Line Items]
Total accounts receivable	$ 2,861	$ 2,221

v3.24.1.1.u2

Consolidated Balance Sheet Components - Other Current Assets (Details) - USD ($) $ in Thousands	Mar. 31, 2024	Dec. 31, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Prepaid expenses	$ 3,645	$ 3,307
Other	350	25
Total	$ 3,995	$ 3,332

v3.24.1.1.u2

Consolidated Balance Sheet Components - Property, Equipment and Software, Net (Details) - USD ($) $ in Thousands	Mar. 31, 2024	Dec. 31, 2023
Property, Plant and Equipment [Line Items]
Property, equipment and software, gross	$ 2,306	$ 800
Less: accumulated amortization and depreciation	(797)	(740)
Total	1,509	60
Internal use software
Property, Plant and Equipment [Line Items]
Property, equipment and software, gross	1,236	0
Other computer and network equipment
Property, Plant and Equipment [Line Items]
Property, equipment and software, gross	835	800
Leasehold improvements
Property, Plant and Equipment [Line Items]
Property, equipment and software, gross	$ 235	$ 0

v3.24.1.1.u2

Consolidated Balance Sheet Components - Narrative (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Depreciation and amortization expense	$ 0.1	$ 1.0
Amortization expense of capitalized internal-use software placed in service	$ 0.1	$ 0.3

v3.24.1.1.u2

Consolidated Balance Sheet Components - Other Assets (Details) - USD ($) $ in Thousands	Mar. 31, 2024	Dec. 31, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Operating lease right-of-use assets	$ 10,834	$ 11,456
Deposits with clearinghouse	159	159
Other	1,780	1,647
Total	$ 12,773	$ 13,262

v3.24.1.1.u2

Consolidated Balance Sheet Components - Accounts Payable and Accrued Liabilities (Details) - USD ($) $ in Thousands	Mar. 31, 2024	Dec. 31, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Accounts payable	$ 5,670	$ 14,925
Payables to clients and customers	16,516	4,906
Accrued expenses	17,963	15,970
Purchasing card payable	11,214	11,830
Salaries and benefits payable	7,093	4,442
Loyalty revenue share liability	3,653	2,686
Other	608	620
Total	$ 62,717	$ 55,379

v3.24.1.1.u2

Consolidated Balance Sheet Components - Other Current Liabilities (Details) - Nonrelated Party - USD ($) $ in Thousands	Mar. 31, 2024	Dec. 31, 2023
Related Party Transaction [Line Items]
Current maturities of operating lease liability	$ 3,718	$ 3,636
Other	111	70
Total	$ 3,829	$ 3,706

v3.24.1.1.u2

Consolidated Balance Sheet Components - Other Noncurrent Liabilities (Details) - USD ($) $ in Thousands	Mar. 31, 2024	Dec. 31, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Operating lease liability, noncurrent	$ 22,481	$ 23,525
Total	$ 22,481	$ 23,525

v3.24.1.1.u2

Tax Receivable Agreement (Details) - shares	3 Months Ended
	Mar. 31, 2024	Oct. 15, 2021
Class A Common Stock
Conversion of Stock [Line Items]
Exchange of Class V shares for Class A shares (in shares)	1,042,812
Opco common units
Conversion of Stock [Line Items]
TRA, percent of income tax benefits payable to exchanging stockholders		85.00%

v3.24.1.1.u2

Related Parties - Narrative (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2023
Related Party Transaction [Line Items]
Related party expenses	$ 150	$ 600
Total revenues	854,582	13,219
Related Party
Related Party Transaction [Line Items]
Other current liabilities	2,510		$ 3,230
ICE | Transition Services Agreement | Related Party
Related Party Transaction [Line Items]
Related party expenses	0	600
Other current liabilities	2,200		3,000
IFUS | Triparty Agreement | Related Party
Related Party Transaction [Line Items]
Total revenues		$ 0
Apex Crypto | Transition Services Agreement | Related Party
Related Party Transaction [Line Items]
Related party expenses	200
Other current liabilities	$ 300		$ 200

v3.24.1.1.u2

Warrants - Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands			3 Months Ended
	Mar. 04, 2024	Feb. 29, 2024	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2023
Class of Warrant or Right [Line Items]
Gain (loss) from change in fair value of warrant liability			$ 9,046	$ (1,000)
Class A Common Stock | Third-Party Offering
Class of Warrant or Right [Line Items]
Sale of stock, number of units/warrants issued (in shares)		1,396,701
Class A Common Stock | ICE Offering
Class of Warrant or Right [Line Items]
Sale of stock, number of units/warrants issued (in shares)	461,361
Public Warrants
Class of Warrant or Right [Line Items]
Warrants outstanding (in shares)			7,140,808		7,140,808
Proceeds from the exercise of warrants			$ 0	0
Gain (loss) from change in fair value of warrant liability			$ 9,000	$ (1,000)
Public Warrants | Class A Common Stock
Class of Warrant or Right [Line Items]
Number of shares entitled to holders of each warrant (in shares)			0.04
Exercise price (in dollars per share)			$ 287.50
Pre-Funded Warrants
Class of Warrant or Right [Line Items]
Proceeds from the exercise of warrants			$ 0
Pre-Funded Warrants | Class A Common Stock | Third-Party Offering
Class of Warrant or Right [Line Items]
Sale of stock, number of units/warrants issued (in shares)		196,701
Warrants issued, number of shares called by warrants (in shares)		448,742
Class 1 and Class 2 Warrants
Class of Warrant or Right [Line Items]
Proceeds from the exercise of warrants	$ 27,700
Gain (loss) from change in fair value of warrant liability			$ 7,600
Class 1 Warrants
Class of Warrant or Right [Line Items]
Exercise price (in dollars per share)		$ 25.50
Expected term (years)		5 years 6 months
Threshold period after closing for exercise of warrants (months)		6 months
Class 1 Warrants | Class A Common Stock | Third-Party Offering
Class of Warrant or Right [Line Items]
Warrants issued, number of shares called by warrants (in shares)		922,722
Class 1 Warrants | Class A Common Stock | ICE Offering
Class of Warrant or Right [Line Items]
Warrants issued, number of shares called by warrants (in shares)	230,680
Class 1 Warrants | Class A Common Stock | ICE Offering | Maximum
Class of Warrant or Right [Line Items]
Warrants issued, number of shares called by warrants (in shares)		230,680
Class 2 Warrants
Class of Warrant or Right [Line Items]
Number of shares entitled to holders of each warrant (in shares)		0.5
Exercise price (in dollars per share)		$ 25.50
Expected term (years)		5 years 6 months
Threshold period after closing for exercise of warrants (months)		6 months
Class 2 Warrants | Class A Common Stock | Third-Party Offering
Class of Warrant or Right [Line Items]
Warrants issued, number of shares called by warrants (in shares)		922,722
Class 2 Warrants | Class A Common Stock | ICE Offering
Class of Warrant or Right [Line Items]
Warrants issued, number of shares called by warrants (in shares)	230,680
Class 2 Warrants | Class A Common Stock | ICE Offering | Maximum
Class of Warrant or Right [Line Items]
Warrants issued, number of shares called by warrants (in shares)		230,680

v3.24.1.1.u2

Stockholders’ Equity - Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands			3 Months Ended
	Apr. 25, 2024	Feb. 29, 2024	Mar. 31, 2024	Mar. 31, 2023	Apr. 29, 2024	Dec. 31, 2023	Oct. 15, 2021
Class of Stock [Line Items]
Preferred stock, authorized (in shares)			1,000,000
Preferred stock, par value (in dollars per share)			$ 0.0001
Preferred stock, issued (in shares)			0
Noncontrolling interest weighted average ownership percentage			62.10%
Selling, general and administrative			$ 7,811	$ 6,709
Class C Warrant
Class of Stock [Line Items]
Exercise price (in dollars per share)							$ 126
Warrant units vested but not exercised (in shares)			6,882
Warrant units not vested or exercised (in shares)			24,851
Selling, general and administrative			$ 0	$ 0
Class A Common Stock
Class of Stock [Line Items]
Common stock, authorized (in shares)			30,000,000
Common stock, par value (in dollars per share)			$ 0.0001
Common stock, outstanding (in shares)			5,873,079			3,793,837
Common stock, shares issued (in shares)			5,873,079			3,793,837
Dividends			$ 0
Conversion of stock (in shares)			1,042,812
Class A Common Stock | Conversion of Paired Interests Into Class A Common Stock
Class of Stock [Line Items]
Conversion of stock (in shares)			4,725
Class V Common Stock
Class of Stock [Line Items]
Common stock, authorized (in shares)			10,000,000
Common stock, par value (in dollars per share)			$ 0.0001
Common stock, outstanding (in shares)			7,195,339			7,200,064
Common stock, shares issued (in shares)			7,195,339			7,200,064
Paired Interest Rights | Class C Warrant
Class of Stock [Line Items]
Warrants issued, number of shares called by warrants (in shares)							31,734
Subsequent Event | Class A Common Stock
Class of Stock [Line Items]
Common stock, par value (in dollars per share)					$ 0.0001
Subsequent Event | Class V Common Stock
Class of Stock [Line Items]
Common stock, par value (in dollars per share)					$ 0.0001
Third-Party Offering
Class of Stock [Line Items]
Gross proceeds		$ 37,600
ICE Offering
Class of Stock [Line Items]
Gross proceeds		2,400
Expected net proceeds from sale of stock and warrants		$ 9,800
ICE Offering | Subsequent Event
Class of Stock [Line Items]
Gross proceeds	$ 7,400

v3.24.1.1.u2

Stockholders’ Equity - Noncontrolling Ownership Interest (Details) - shares	Mar. 31, 2024	Dec. 31, 2023
Bakkt Opco Holdings, LLC
Noncontrolling Interest [Line Items]
Ownership percentage, Total Opco common units outstanding	100.00%	100.00%
Bakkt Opco Holdings, LLC
Noncontrolling Interest [Line Items]
Opco Common Units (in shares)	13,068,418	10,993,901
Class A Common Stock | Bakkt Opco Holdings, LLC
Noncontrolling Interest [Line Items]
Ownership percentage, Opco common units held by Bakkt Holdings, Inc.	45.00%	35.00%
Class A Common Stock | Opco common units held by Bakkt Holdings, Inc. | Bakkt Opco Holdings, LLC
Noncontrolling Interest [Line Items]
Opco Common Units (in shares)	5,873,079	3,793,837
Class V Common Stock | Bakkt Opco Holdings, LLC
Noncontrolling Interest [Line Items]
Ownership percentage, Opco common units held by noncontrolling interest holders	55.00%	65.00%
Class V Common Stock | Opco common units held by noncontrolling interest holders | Bakkt Opco Holdings, LLC
Noncontrolling Interest [Line Items]
Opco Common Units (in shares)	7,195,339	7,200,064

v3.24.1.1.u2

Share-Based and Unit-Based Compensation - Narrative (Details) - USD ($) $ in Thousands		3 Months Ended
	Oct. 15, 2021	Mar. 31, 2024	Mar. 31, 2023	Mar. 31, 2022	Dec. 31, 2023	Jun. 06, 2023	Dec. 31, 2022	Oct. 14, 2021
Deferred Compensation, Share-based Payments
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of participation units outstanding (in shares)	1,197,250							10,811,502
Participation units outstanding (in shares)			0
Cash payments for settlement of vested participation units			$ 100
Opco | Share-based Payment Arrangement, Tranche One
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting percentage	33.33%
Opco | Share-based Payment Arrangement, Tranche Two
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting percentage	33.33%
Opco | Share-based Payment Arrangement, Tranche Three
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting percentage	33.33%
RSUs
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Granted (in shares)		482,599	180,454
Common incentive unit		$ 7,700	$ 5,900
PSUs
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Granted (in shares)		0
Common incentive unit		$ 300	$ 1,400
PSUs | Share-based Payment Arrangement, Tranche One
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting percentage		33.33%
PSUs | Share-based Payment Arrangement, Tranche Two
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting percentage		33.33%
PSUs | Share-based Payment Arrangement, Tranche Three
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting percentage		33.33%
PSUs | Minimum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Percentage of target units earned			0.00%	0.00%
PSUs | Maximum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Percentage of target units earned			150.00%	150.00%
RSUs and PSUs
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Granted (in shares)		482,000	180,000
Unrecognized compensation expense		$ 11,500			$ 14,300
Period to recognize unrecognized compensation expense		1 year 10 months 24 days	1 year 4 months 17 days
Accelerated costs		$ 4,900	$ 2,100
Reversal of share-based compensation expense		(100)	(300)
Vested, fair value		$ 4,800	$ 4,500
Shares outstanding (in shares)		693,000	603,000		521,000		551,000
Preferred Incentive Units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shares outstanding (in shares)								76,475,000
Common Incentive Units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Granted (in shares)		0	0
Common incentive unit			$ 542
Unrecognized compensation expense					$ 0
Shares outstanding (in shares)	698,934	304,000	324,000		309,000		332,000	23,219,745
2021 Omnibus Incentive Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Common stock reserved for future issuance (in shares)	1,032,677					2,096,295
Increase in common stock reserved for future issuance (in shares)						1,063,618
Opco Plan | Share-based Payment Arrangement, Tranche Two
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Award vesting period	1 year
Opco Plan | Share-based Payment Arrangement, Tranche Three
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Award vesting period	2 years

v3.24.1.1.u2

Share-Based and Unit-Based Compensation - RSU & PSU Activity (Details) - RSUs and PSUs - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	3 Months Ended		12 Months Ended
	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2023	Dec. 31, 2022
Number of RSUs and PSUs
Beginning balance (in shares)	521	551	551
Granted (in shares)	482	180
Forfeited (in shares)	(77)	(30)
Vested (in shares)	(233)	(98)
Ending balance (in shares)	693	603	521	551
Weighted Average Remaining Contractual Term (years)	1 year 10 months 24 days	2 years 7 days	1 year 4 months 17 days	2 years 18 days
Weighted Average Grant Date Fair Value
Beginning balance (in usd per share)	$ 69.75	$ 101.25	$ 101.25
Granted (in usd per share)	11.50	37.00
Ending balance (in usd per share)	$ 27.25	$ 82.00	$ 69.75	$ 101.25
Aggregate Intrinsic Value
Granted	$ 5,527	$ 6,600

v3.24.1.1.u2

Share-Based and Unit-Based Compensation - Compensation Expense (Details) $ in Thousands	3 Months Ended
	Mar. 31, 2023 USD ($)
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Participation unit	$ 138
Total	680
Common Incentive Units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Common incentive unit	$ 542

v3.24.1.1.u2

Share-Based and Unit-Based Compensation - Unit Activity (Details) - Common Incentive Units - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	3 Months Ended		12 Months Ended
	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2023	Dec. 31, 2022
Number of Common Incentive Units
Beginning balance (in shares)	309	332	332
Granted (in shares)	0	0
Forfeited (in shares)	0	0
Exchanged (in shares)	(5)	(8)
Ending balance (in shares)	304	324	309	332
Weighted Average Remaining Contractual Term (years)	0 years	6 months 14 days	0 years	9 months 14 days
Weighted Average Grant Date Fair Value
Beginning balance (in usd per share)	$ 166.75	$ 157.50	$ 157.50
Ending balance (in usd per share)	$ 166.75	$ 157.50	$ 166.75	$ 157.50
Aggregate Intrinsic Value
Outstanding	$ 50,677	$ 65,980	$ 51,467	$ 67,635

v3.24.1.1.u2

Net Loss per Share - Basic and Diluted Per Share Computations (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Numerator – basic and diluted:
Net loss	$ (21,275)	$ (44,859)
Less: Net loss attributable to noncontrolling interest	(13,110)	(30,883)
Net loss attributable to Bakkt Holdings, Inc. – basic	(8,165)	(13,976)
Net loss and tax effect attributable to noncontrolling interests	0	0
Net loss attributable to Bakkt Holdings, Inc. – diluted	$ (8,165)	$ (13,976)
Denominator – basic and diluted:
Weighted average shares outstanding – basic (in dollars per share)	4,396,495	3,275,172
Weighted average shares outstanding – diluted (in dollars per share)	4,396,495	3,275,172
Net loss per share – basic (in dollars per share)	$ (1.86)	$ (4.27)
Net loss per share – diluted (in dollars per share)	$ (1.86)	$ (4.27)

v3.24.1.1.u2

Net Loss per Share - Anti-dilutive Shares Excluded From Computation (Details)	3 Months Ended
	Mar. 31, 2024 shares
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total	10,148,000
RSUs and PSUs
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total	679,000
Public warrants
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total	286,000
Opco warrants
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total	32,000
Class 1 and Class 2 warrants
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total	1,956,000
Opco common units
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total	7,195,000

v3.24.1.1.u2

Commitment and Contingencies - Narrative (Details) $ in Millions			1 Months Ended	3 Months Ended
	Apr. 12, 2023 USD ($)	Oct. 18, 2022 defendant	Dec. 31, 2021	Mar. 31, 2024 USD ($)	Mar. 31, 2023 USD ($)	Apr. 30, 2024 USD ($)	Apr. 07, 2022 USD ($)
Other Commitments [Line Items]
Expenses related to 401(k) plan				$ 0.7	$ 1.0
Number of named defendants | defendant		1
Litigation settlement	$ 3.0
Litigation expense				0.4
Loss contingency accrual				1.1
Maximum borrowing capacity				$ 35.0			$ 35.0
Liquidity maintenance requirement, minimum							$ 7.0
Purchase obligation term (in years)			4 years
Subsequent Event
Other Commitments [Line Items]
Maximum borrowing capacity						$ 20.0

v3.24.1.1.u2

Commitment and Contingencies - Future Minimum Commitments (Details) $ in Thousands	Mar. 31, 2024 USD ($)
Commitments and Contingencies Disclosure [Abstract]
Less than 1 year	$ 6,800
1-3 years	13,200
3-5 years	0
More than 5 years	0
Total	$ 20,000

v3.24.1.1.u2

Income Taxes (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2023
Income Tax Disclosure [Abstract]
Effective tax rate	(0.50%)	(0.10%)
Valuation allowance	$ 139.3		$ 139.3
Unrecognized tax benefits, interest and penalties accrued	0.0		0.0
Unrecognized tax benefits	$ 0.0		$ 0.0

v3.24.1.1.u2

Fair Value Measurements - Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis (Details) - USD ($) $ in Thousands	Mar. 31, 2024	Dec. 31, 2023
Assets:
U.S. Treasury debt securities	$ 18,012	$ 17,398
Safeguarding asset for crypto	1,233,238	701,556
Liabilities:
Safeguarding obligation for crypto	1,233,238	701,556
Warrant liability	21,006	2,356
U.S. treasury bonds
Assets:
U.S. Treasury debt securities	18,012	17,398
Fair Value, Recurring
Assets:
Safeguarding asset for crypto	1,233,238	701,556
Total assets	1,251,250	718,954
Liabilities:
Safeguarding obligation for crypto	1,233,238	701,556
Total liabilities	1,254,244	703,912
Fair Value, Recurring | U.S. treasury bonds
Assets:
U.S. Treasury debt securities	18,012	17,398
Fair Value, Recurring | Level 1
Assets:
Safeguarding asset for crypto	0	0
Total assets	18,012	17,398
Liabilities:
Safeguarding obligation for crypto	0	0
Total liabilities	928	2,356
Fair Value, Recurring | Level 1 | U.S. treasury bonds
Assets:
U.S. Treasury debt securities	18,012	17,398
Fair Value, Recurring | Level 2
Assets:
Safeguarding asset for crypto	1,233,238	701,556
Total assets	1,233,238	701,556
Liabilities:
Safeguarding obligation for crypto	1,233,238	701,556
Total liabilities	1,233,238	701,556
Fair Value, Recurring | Level 2 | U.S. treasury bonds
Assets:
U.S. Treasury debt securities	0	0
Fair Value, Recurring | Level 3
Assets:
Safeguarding asset for crypto	0	0
Total assets	0	0
Liabilities:
Safeguarding obligation for crypto	0	0
Total liabilities	20,078	0
Fair Value, Recurring | Level 3 | U.S. treasury bonds
Assets:
U.S. Treasury debt securities	0	0
Class 1 and Class 2 warrants | Fair Value, Recurring
Liabilities:
Warrant liability	20,078
Class 1 and Class 2 warrants | Fair Value, Recurring | Level 1
Liabilities:
Warrant liability	0
Class 1 and Class 2 warrants | Fair Value, Recurring | Level 2
Liabilities:
Warrant liability	0
Class 1 and Class 2 warrants | Fair Value, Recurring | Level 3
Liabilities:
Warrant liability	20,078
Public Warrants | Fair Value, Recurring
Liabilities:
Warrant liability	928	2,356
Public Warrants | Fair Value, Recurring | Level 1
Liabilities:
Warrant liability	928	2,356
Public Warrants | Fair Value, Recurring | Level 2
Liabilities:
Warrant liability	0	0
Public Warrants | Fair Value, Recurring | Level 3
Liabilities:
Warrant liability	$ 0	$ 0

v3.24.1.1.u2

Fair Value Measurements - Narrative (Details) - Apex Crypto - USD ($) $ in Millions	Mar. 31, 2024	Dec. 31, 2023	Apr. 01, 2023
Business Acquisition [Line Items]
Contingent consideration	$ 0.0	$ 0.0	$ 2.9
Gross profit volatility			66.00%

v3.24.1.1.u2

Leases (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2023	Mar. 15, 2023	Jun. 03, 2022	Jan. 31, 2022
Lessee, Lease, Description [Line Items]
Option to extend	5 years
Weighted average remaining lease term	82 months		84 months
Weighted average discount rate (percent)	5.30%		5.30%
Rent expense	$ 0.1	$ 0.1
Office Building | NEW YORK
Lessee, Lease, Description [Line Items]
Term of contract						94 months
Total lease liability						$ 7.3
Office Building | GEORGIA
Lessee, Lease, Description [Line Items]
Term of contract					47 months
Total lease liability					$ 5.9
Office Building | ARIZONA
Lessee, Lease, Description [Line Items]
Term of contract				89 months
Total lease liability				$ 5.7
Minimum
Lessee, Lease, Description [Line Items]
Remaining lease terms	25 months
Maximum
Lessee, Lease, Description [Line Items]
Remaining lease terms	102 months

v3.24.1.1.u2

Safeguarding Obligation For Crypto (Details) - USD ($) $ in Thousands	Mar. 31, 2024	Dec. 31, 2023
Platform Operator, Crypto-Asset [Line Items]
Safeguarding obligation for crypto	$ 1,233,238	$ 701,556
Safeguarding asset for crypto	1,233,238	701,556
Bitcoin
Platform Operator, Crypto-Asset [Line Items]
Safeguarding obligation for crypto	405,632	262,231
Ether
Platform Operator, Crypto-Asset [Line Items]
Safeguarding obligation for crypto	249,187	196,016
Shiba Inu
Platform Operator, Crypto-Asset [Line Items]
Safeguarding obligation for crypto	363,748	143,237
Dogecoin
Platform Operator, Crypto-Asset [Line Items]
Safeguarding obligation for crypto	174,665	78,524
Other
Platform Operator, Crypto-Asset [Line Items]
Safeguarding obligation for crypto	$ 40,006	$ 21,548

v3.24.1.1.u2

Investments in Debt Securities - Summary of Available-for-Sale Debt Securities (Details) - USD ($) $ in Thousands	Mar. 31, 2024	Dec. 31, 2023
Debt Securities, Available-for-Sale, Unrealized Loss Position [Line Items]
Total available-for-sale securities	$ 17,996	$ 17,230
Unrealized Gains/(Losses), net	16	168
U.S. Treasury debt securities	18,012	17,398
U.S. treasury bonds
Debt Securities, Available-for-Sale, Unrealized Loss Position [Line Items]
Total available-for-sale securities	17,996	17,230
Unrealized Gains/(Losses), net	16	168
U.S. Treasury debt securities	$ 18,012	$ 17,398

v3.24.1.1.u2

Investments in Debt Securities - Narrative (Details) $ in Millions	3 Months Ended
	Mar. 31, 2024 USD ($) position	Dec. 31, 2023 position
Investments, Debt and Equity Securities [Abstract]
Number of available-for-sale debt securities in an unrealized loss position | position	0	0
Credit loss on investments | $	$ 0.0

v3.24.1.1.u2

Investments in Debt Securities - Summary of Available-for-Sale Debt Securities by Contractual Maturity (Details) - USD ($) $ in Thousands	Mar. 31, 2024	Dec. 31, 2023
Cost Basis
Due in one year or less	$ 17,996
Due after one year through five years	0
Total available-for-sale securities	17,996	$ 17,230
Fair Value
Due in one year or less	18,012
Due after one year through five years	0
Total available-for-sale securities	$ 18,012	$ 17,398

v3.24.1.1.u2

Subsequent Events (Details) $ in Millions	May 02, 2024 USD ($) employee	Apr. 25, 2024 USD ($) shares	Mar. 04, 2024 USD ($) shares	Feb. 29, 2024 shares
Class A Common Stock | ICE Offering
Subsequent Event [Line Items]
Sale of stock, number of units/warrants issued (in shares)			461,361
Class 1 and Class 2 Warrants
Subsequent Event [Line Items]
Proceeds from the exercise of warrants | $			$ 27.7
Class 1 Warrants | Class A Common Stock | ICE Offering
Subsequent Event [Line Items]
Warrants issued, number of shares called by warrants (in shares)			230,680
Class 2 Warrants | Class A Common Stock | ICE Offering
Subsequent Event [Line Items]
Warrants issued, number of shares called by warrants (in shares)			230,680
Maximum | Class 1 Warrants | Class A Common Stock | ICE Offering
Subsequent Event [Line Items]
Warrants issued, number of shares called by warrants (in shares)				230,680
Maximum | Class 2 Warrants | Class A Common Stock | ICE Offering
Subsequent Event [Line Items]
Warrants issued, number of shares called by warrants (in shares)				230,680
Subsequent Event
Subsequent Event [Line Items]
Expected number of employees to be terminated | employee	28
Expected number of employees to be terminated, percent	13.00%
Subsequent Event | Class A Common Stock | ICE Offering
Subsequent Event [Line Items]
Sale of stock, number of units/warrants issued (in shares)		350,880
Subsequent Event | Class 1 and Class 2 Warrants | Class A Common Stock | ICE Offering
Subsequent Event [Line Items]
Proceeds from the exercise of warrants | $		$ 7.6
Subsequent Event | Minimum
Subsequent Event [Line Items]
Estimated expenses from workforce reduction | $	$ 0.8
Subsequent Event | Maximum
Subsequent Event [Line Items]
Estimated expenses from workforce reduction | $	$ 1.0
Subsequent Event | Maximum | Class 1 Warrants | Class A Common Stock | ICE Offering
Subsequent Event [Line Items]
Warrants issued, number of shares called by warrants (in shares)		175,440
Subsequent Event | Maximum | Class 2 Warrants | Class A Common Stock | ICE Offering
Subsequent Event [Line Items]
Warrants issued, number of shares called by warrants (in shares)		175,440

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