SEC Comment Letter 0000000000-24-001769 to Bakkt, Inc. (BKKT)
Bakkt, Inc.
Date: Feb. 14, 2024 · CIK: 0001820302 · Accession: 0000000000-24-001769
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File numbers found in text: 333-271438
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United States securities and exchange commission logo
February 14, 2024
Gavin Michael
Chief Executive Officer
Bakkt Holdings, Inc.
10000 Avalon Boulevard, Suite 1000
Alpharetta, Georgia 30009
Re:Bakkt Holdings, Inc.
Amendment No. 1 to Registration Statement on Form S-3
Filed February 7, 2024
Response Dated February 13, 2024
File No. 333-271438
Dear Gavin Michael:
We have reviewed your February 13, 2024 response to our comment letter and have the
following comment. Please respond to this letter by providing the requested information. If you
do not believe the comment applies to your facts and circumstances, please tell us why in your
response. After reviewing the information you provide in response to this letter, we may have
additional comments.
Response Dated February 13, 2024
General
1.While we do not have any further comments at this time regarding your disclosure or the
responses that you have provided to our prior comments, please confirm your
understanding that our decision not to issue additional comments should not be interpreted
to mean that we either agree or disagree with your disclosure or responses. Please also
confirm your understanding that, with respect to your business operations, and in
particular the Bakkt Crypto and Bakkt Marketplace platforms and the crypto assets you
make available for trading on those platforms, our decision not to issue additional
comments does not mean that we either agree or disagree with any conclusions you have
made, positions you have taken or practices you have engaged in or may engage in.
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
FirstName LastNameGavin Michael
Comapany NameBakkt Holdings, Inc.
February 14, 2024 Page 2
FirstName LastName
Gavin Michael
Bakkt Holdings, Inc.
February 14, 2024
Page 2
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