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United States securities and exchange commission logo
January 11, 2024
Gavin Michael
Chief Executive Officer
Bakkt Holdings, Inc.
10000 Avalon Boulevard, Suite 1000
Alpharetta, Georgia 30009
Re:Bakkt Holdings, Inc.
Registration Statement on Form S-3
Filed April 26, 2023
Response Dated November 21, 2023
File No. 333-271438
Dear Gavin Michael:
            We have reviewed your November 21, 2023 response to our comment letter and have the
following comments. In some of our comments, we may ask you to provide us with information
so we may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe our comments apply to your facts and circumstances
or do not believe an amendment is appropriate, please tell us why in your response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments. Unless we note
otherwise, our references to prior comments are to comments in our September 29, 2023 letter.
Response Dated November 21, 2023
General
1.We note your response to comment 1 that you plan to provide revised disclosure in
response to our comments in an amendment to the Company’s recently filed Form 10-Q
for the quarter ended September 30, 2023 prior to effectiveness. Please supplementally
provide us with proposed draft pages to an amendment to the Form 10-Q. Please also
revise to include a recent developments section in your prospectus summary to disclose
the Apex Acquisition and related material risks.
2.We note your proposed disclosure in response to comment 2 that, "We generally do not
engage in any direct-to-consumer marketing for the acquisition or engagement of end

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consumers..."  Please delete “generally” from the beginning of this sentence or disclose
any exceptions.
3.We note your proposed disclosure in response to comment 6 that your insurance policy
with respect to crypto assets "contains customary exclusions and limitations of coverage
as per industry standards.”  Please expand your disclosure to briefly describe such
customary exclusions and limitations of coverage and provide examples, as appropriate.
4.We note your proposed disclosure in response to comment 7 that all crypto assets that you
make available to Customers are transferable to external wallets, with the exception of: (i)
Ethereum Classic (ETC) and Dogecoin (DOGE), which are under development and are
expected to be supported for transfers in the first quarter of 2024, and (ii) crypto assets
made available to Customers residing in the State of New York.  Please provide us your
legal analysis as to why such instruments included in your list of exceptions and traded
through your platform are not derivatives, such as swaps.  In this regard, it appears that
such trading may be synthetic with Customers depositing cash, trading solely within your
closed platform, and being prohibited from withdrawing crypto assets from the platform.
In responding to this comment, please address the rights and title a Customer has with
respect to such crypto assets traded through your platform.
5.We note that your proposed disclosure in Annex A defines the term “Client” to include
“businesses with whom [you] contract to provide services to Customers on our platforms,
and includes financial institutions, hedge funds, merchants, retailers, and other
businesses.”  Please expand this definition to clarify that the term “Client” also includes
the third-party partners to which you refer in your disclosures, as you state in response to
comment 8.  In addition, please tell us how you considered including risk factor disclosure
regarding the enforceability of the agreements with Clients that are not in writing and
describing any material impacts to your business.
Annex A
Item 5. Other Information, page 1
6.We note your response to comment 8 and your proposed disclosure in Annex A that you
are developing functionalities to transfer supported crypto assets between registered
Customers of the Company. Please describe in greater detail the functionalities you are
developing, including whether they are intended to create a payment platform or facilitate
the matching of transactions between Customers. Further, with respect to your proposed
disclosure in Annex A that Customers may purchase crypto assets through the Customer’s
“Banking as a Service” provider account, please clarify what is meant by this term, and
which parties maintain relationships with the bank that is providing the service. Please
also revise to clarify that the company is not regulated as a bank and does not have deposit
insurance for its customer accounts.
7.We note in your response to comment 9 that your definition of "crypto" asset includes the
terms “virtual currencies,” “coins,” and “tokens.” Please explain their meanings so that a

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reader without specialized industry knowledge can understand them.
8.The discussion under “Crypto Asset Trading” on pages 5 - 9 of Annex A focuses
primarily on the Customer side of a transaction. Please also provide additional detail on
the execution of transactions with liquidity providers (and the inter-relationship between
such transactions and the transactions with Customers). For example, and without
limitation, please discuss:
•How many liquidity providers you route to;
•How you determine which liquidity provider to route to for a particular order;
•The material terms of your relationships with liquidity providers;
•Whether the execution of a Customer’s order is contingent upon the execution of an
offsetting order with a liquidity provider, or alternatively, whether Bakkt Crypto
executes a Customer’s order and subsequently executes an offsetting order with a
liquidity provider. If the latter, please explain why the use of the term “riskless
principal” is appropriate in this context;
•Whether Bakkt Crypto is required to pre-fund any transactions with liquidity
providers and, if so, whether Bakkt Crypto uses its own cash or crypto assets to do
so; and
•Any liquidity risk to the company associated with these arrangements with liquidity
providers.
Bakkt Crypto, page 2
9.We note your response to comment 10 that you do not have any updates at this time on
your plans to offer non-fungible tokens or NFTs and your proposed disclosure that you are
evaluating the opportunity to purchase and sell NFTs. To the extent that you may offer
NFTs to your Customers but do not have a timeline related thereto, please disclose the
factors you will consider when determining whether and when to offer NFTs to your
Customers.  In addition, please identify the local Client with which you have a partnership
and customers with in Spain, Mexico, Argentina, and soon Brazil.
Risk Factors, page 3
10.We note your proposed disclosure in Annex A that Bakkt Trust and Bakkt Crypto hold
proprietary assets in the same wallets that hold Customer assets.  Please expand your risk
factor disclosure to discuss related risks.  Please also expand your risk factor disclosure to
discuss the potential impact of the insolvency of any of your third-party custodians.
11.We note your proposed disclosure in response to comment 22.  Please expand your
disclosure in the subsection headed "Custody Services for the Crypto Assets Supported for
Trading" to include the information you provide in your response regarding the material
terms of your third-party custody arrangements. In addition, your response notes that
“[a]ssets stored by Coinbase Custody and Bitgo are held 100% in segregated cold
storage.” However, you subsequently state that BitGo, at Bakkt Crypto’s direction,
establishes and maintains wallets for the storage of crypto assets, including cold wallets

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where BitGo holds a majority of the keys and a majority of those are stored offline”
(emphasis added). Please reconcile these statements. Please also clarify what you mean by
the term “segregated” cold storage in the first sentence (as opposed to unsegregated cold
storage). In addition, in the second sentence, please explain why only a majority of keys
held by BitGo in cold wallets are stored offline. If some portion of the keys held in cold
wallets are stored online, it is unclear why those wallets would be considered cold
wallets. Please also revise to describe the term and termination provisions of your custody
agreements.
Regulatory regimes governing blockchain technologies and crypto, page 12
12.Please tell us how you considered revising your disclosure in this risk factor to address the
Digital Financial Assets Law recently enacted in California and its potential impact on the
Company.
A crypto asset's status as a "security" in any relevant jurisdiction..., page 14
13.We note your response to comment 26. To the extent that you do not believe it would be
appropriate to reference the term "clearing agency" in your disclosure, please provide your
analysis as to why you believe an entity that is not registered as a broker-dealer may be
eligible to rely on the exclusion from the definition of “clearing agency” for a broker or
dealer engaged in customary brokerage or dealing activities, and why you believe the
Company would be considered to be engaged in customary brokerage or dealing activities.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            Please contact David Lin at 202-551-3552 or Sandra Hunter Berkheimer at 202-551-3758
with any questions.
Sincerely,
Division of Corporation Finance
Office of Crypto Assets
cc:       Matt Lyons