SecProbe.io

United States securities and exchange commission logo
February 12, 2024
Gavin Michael
Chief Executive Officer
Bakkt Holdings, Inc.
10000 Avalon Boulevard, Suite 1000
Alpharetta, Georgia 30009
Re:Bakkt Holdings, Inc.
Post-Effective Amendment No. 3 to Form S-1 on Form S-3
Filed February 7, 2024
File No. 333-261034
Dear Gavin Michael:
            We have reviewed your post-effective amendment and have the following comment.
            Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies 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 this letter, we may have additional comments.
Post-Effective Amendment No. 3 to Form S-1 on Form S-3
General
1.Please address the following with respect to the going concern disclosure in your amended
Form 10-Q for the quarterly period ended September 30, 2023:
•Revise your Prospectus Summary to provide disclosure about the facts that raise
substantial doubt about your ability to continue as a going concern. Your disclosure
should include a discussion of:othe principal conditions or events that raise substantial doubt about your ability
to continue as a going concern;
oyour evaluation of the significance of those conditions or events in relation to
your ability to meet your obligations; and
omanagement’s plans that are intended to mitigate the conditions or events that
raise substantial doubt about your ability to continue as a going concern.
•As part of this disclosure, please also include a discussion of your current liquidity
position, the sources of that liquidity (e.g., cash, short-term investments, etc.), and the

 FirstName LastNameGavin Michael
 Comapany NameBakkt Holdings, Inc.
 February 12, 2024 Page 2
 FirstName LastName
Gavin Michael
Bakkt Holdings, Inc.
February 12, 2024
Page 2
expected uses and timing of uses of that liquidity.
•Regarding the going concern risk factor disclosure in your amended Form 10-Q,
please tell us whether or not you considered revisions or updates to any other
disclosures, including the subsequent events footnote to your interim financial
statements, related to facts that raise substantial doubt about your ability to continue
as a going concern.
            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.
            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