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 Wilson Sonsini Goodrich & Rosati

Professional Corporation

650 Page Mill Road

 Palo Alto, California 94304-1050

 O: 650.493.9300

F: 866.974.7329

 January 19, 2024

Via EDGAR

 Securities and Exchange Commission

 Division of Corporation Finance

 Office of Crypto Assets

 100 F Street, N.E.

 Washington, D.C. 20549

Attn: Sandra Hunter Berkheimer and David Lin

Re:
 Bakkt Holdings, Inc.

•

 Registration Statement on Form S-3 Filed April 21, 2023 (File No. 333-271361)

•

 Registration Statement on Form S-3 Filed April 21, 2023 (File No. 333-271362)

•

 Post-Effective Amendment No. 2 to Form S-1 on Form S-3 Filed April 21, 2023 (File No. 333-261034)

•

 Registration Statement on Form S-3 Filed April 26, 2023 (File No. 333-271438) (collectively, the “Registration Statements”)

 Dear
Ms. Berkheimer and Mr. Lin:

 On behalf of Bakkt Holdings, Inc. (including its subsidiaries as the context requires, the
“Company” and, in the responses below, “we”, “us” and “our”), we submit this letter containing consolidated responses to the comment letters, dated January 11, 2024, from the
staff (the “Staff”) of the Securities and Exchange Commission (the “SEC”) regarding the Registration Statements, including the information incorporated by reference therein from the Company’s Annual Report on
Form 10-K for the year ended December 31, 2022 (the “Form 10-K”).

For ease of review, each of your comments from your comment letter relating to the Registration Statement with File
No. 333-271362 are set forth below, followed by the Company’s responses. Such responses are intended to be responsive to the comment letter relating to the Registration Statement with File No. 333-271362, as well as the corresponding substantively identical comment letters provided in respect of the other three Registration Statements.

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 the 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.

AUSTIN         BEIJING         BOSTON
        BOULDER         BRUSSELS         HONG KONG         LONDON
        LOS ANGELES         NEW YORK         PALO ALTO

SALT LAKE CITY         SAN DIEGO         SAN FRANCISCO
        SEATTLE         SHANGHAI         WASHINGTON, DC         WILMINGTON, DE

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 Response:

The Company respectfully acknowledges the Staff’s comment and advises the Staff that proposed draft pages of the amendment to the Company’s Form 10-Q for the quarter ended September 30, 2023 are attached hereto as Annex A, and the updated prospectus summary to Registration Statement with File No. 333-271362,
which will be conformed across all the Registration Statements, is attached hereto as Annex B.

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 consumers...” Please delete “generally” from the beginning of this sentence or disclose
any exceptions.

 Response:

The Company respectfully acknowledges the Staff’s comment and advises that it has revised the quoted statement to remove the word “generally,”
as reflected on page 26 of Annex A.

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.

 Response:

 The Company
respectfully acknowledges the Staff’s comment and advises that it maintains $230 million of insurance coverage, which includes $200 million of cold storage coverage and $30 million of hot storage coverage. The $30 million of
hot storage coverage is in excess of a $10 million loss retention. There is no retention applicable to the $200 million of cold storage coverage. All supporting insurers maintain a minimum A.M. Best rating of “A”. The
$30 million of hot storage coverage has a three-year term, expiring October 2024. The $200 million of cold storage coverage has a one-year term, expiring November 2024.

The AXA XL-led $30 million of hot storage coverage policy is
non-cancellable, other than due to non-payment of premium. The Lloyds-led $200 million of cold storage coverage policy may
only be cancelled upon: 1) the Company’s election to cancel, 2) the insurer’s election to cancel, on 90 days’ notice to the Company, 3) the Company’s change in ownership or control or seizure by a receiver, trustee, or government
entity, 4) voluntary liquidation of the Company, 5) exhaustion of the coverage limit, or 6) non-payment of premium. The AXA XL-led $30 million of hot storage
coverage policy has no automatic or guaranteed renewal provisions, although we expect to renew such coverage prior to its expiration. The Lloyds-led $200 million of cold storage policy has a one-year guaranteed renewal provision. There are no carrier inspection rights, but an affirmative proof of loss statement would need to be completed in the event of a loss.

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 The insurance policies include exclusions aimed at delineating and clarifying the scope of coverage. Examples
of key customary exclusions include exclusions for losses arising from force majeure events or theft, fraud, or dishonest acts committed by any principal shareholders, partners or directors of the insured entity. Losses stemming from the network
failure of a digital asset cryptographic protocol, as well as those associated with illegal activities such as money laundering, are expressly excluded. We have updated our proposed disclosure in Annex A under “Item 5—Other
Information—Insurance Matters” to reflect the foregoing.

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.

 Response:

The Company respectfully acknowledges the Staff’s comment and advises that the Bakkt Crypto (as defined in Annex A) platform has been upgraded to support
the customer (as defined in Annex A) transfer of ETC and DOGE to external wallets as of January 19, 2024. This transfer capability will not be available to customers residing in the State of New York until approved by the New York Department of
Financial Services, which we plan to seek in 2024. The Company has updated its proposed disclosure accordingly in Annex A under “ Item 5—Other Information—Crypto Assets and Services Offered by Bakkt—External Transfer of
Crypto Assets (through Bakkt Crypto)”.

 With respect to the Staff’s request for the Company’s analysis as to why certain crypto assets
traded on the Bakkt Crypto platform are not derivatives, such as swaps, all crypto assets held by a customer in its Bakkt Crypto wallet are custodial assets held by Bakkt Crypto for the customer’s benefit. Pursuant to applicable user
agreements, customers are able to purchase crypto assets from, or sell crypto assets to, Bakkt Crypto by means of their self-directed Bakkt Crypto accounts. Bakkt Crypto is obligated under the user agreements to keep records reflecting the ownership
of crypto assets purchased by customers and stored in Bakkt Crypto-controlled wallets, which Bakkt Crypto maintains through its internal ledgers, and to make ownership information accessible to customers through their accounts. Bakkt Crypto does not
purport to hold any property interest in crypto assets held on behalf of customers. Bakkt Crypto does not sell, transfer, assign, lend, hypothecate, pledge, or otherwise use or encumber crypto assets held on behalf of customers. Customers have full
authority over the disposition and use of all crypto assets held on their behalf, and they both enjoy all of the benefits, and are subject to all of the burdens, of the ownership of those crypto assets. In sum, Bakkt Crypto’s customers, not
Bakkt Crypto, fully bear the economic risks, and stand fully to gain from the economic benefits, of the ownership of the crypto assets they hold on the Bakkt Crypto platform.

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 The absence of the particular external withdrawal capability described in the Company’s proposed
disclosure does not convert customers’ current legal and beneficial ownership of crypto assets into a swap, or any other species of derivative or synthetic exposure. The crypto assets available on the Bakkt Crypto platform are tradable by
customers in all applicable jurisdictions at best available prices as sourced from Bakkt Crypto’s liquidity providers. They bear none of the characteristics of swaps, nor of any other species of derivative, such as futures contracts. No portion
of the six-pronged definition of “swap” set out in the Commodity Exchange Act1 could reasonably be read to extend to these holdings. Crypto assets
held on the Bakkt Crypto Platform are not put, call, cap, floor, or collar options based on the value of financial or economic interests or property;2 to the contrary, they confer no option-like
rights and entail no option-like obligations of any kind. The holdings provide for no purchase, sale, payment, or delivery dependent on the occurrence or non-occurrence of an event or contingency.3 They do not comprise transactions for the exchange of payments based on the value of crypto assets, but rather entail the conveyance of “a current . . . . direct . . . . ownership
interest in” those assets.4 These crypto asset holdings are not known to the trade as swaps,5 nor are they security-based swap agreements,6 nor are they a “combination or permutation” of any of these categories of swap.7

In addition, even if the Company were the owner of the underlying crypto assets (which, as noted above, is not the case), that fact, in and of itself,
would not be sufficient for Bakkt Crypto’s platform to involve trading in swaps. By way of analogy, when the Commission and the Commodity Futures Trading Commission have previously analyzed the circumstances under which a participation in an
asset falls outside the definitions of “swap” and “security-based swap,” they looked beyond title or beneficial ownership.8 The relevant guidance, which was analyzing loan
participations,9 identified four characteristics of such participations that are not considered to fall under the swap or security-based swap definitions: (i) the grantor of the loan
participation is a lender under or participant in the underlying loan; (ii) the aggregate participation in the underlying loan does not exceed the loan’s principal amount, and the grantor of the participation does not convey a greater
interest to the participant than the grantor itself holds; (iii) the purchase price for the loan participation is paid in full at time of acquisition; and (iv) the loan participation provides the participant all of the economic benefit and
risk of the whole or part of the loan underlying the participation.10 Reasoning by analogy, all four of these characteristics would be present here: (i) Bakkt Crypto has legal title to the
crypto asset for the benefit of the customer; (ii) the aggregate amount of crypto assets Bakkt Crypto purports to hold for its customers does not exceed the amount of such assets actually held by Bakkt Crypto, and Bakkt Crypto does not convey a
greater interest in the assets than it holds itself; (iii) each customer makes payment for the crypto asset in full at the time its order is filled; and (iv) the customer receives all of the economic benefit and risk of the underlying
crypto asset.

1
 See 7 U.S.C. § 1a(47).

2
 7 U.S.C. § 1a(47)(A)(i).

3
 7 U.S.C. § 1a(47)(A)(ii).

4
 7 U.S.C. § 1a(47)(A)(iii).

5
 7 U.S.C. § 1a(47)(A)(iv).

6
 7 U.S.C. § 1a(47)(A)(v).

7
 7 U.S.C. § 1a(47)(A)(vi).

8
 See Final Rule, Further Definition of ‘‘Swap,’’ ‘‘Security-Based
Swap,’’ and ‘‘Security-Based Swap Agreement’’; Mixed Swaps; Security-Based Swap Agreement Recordkeeping, 77 Fed. Reg. 48251 (Aug. 13, 2012).

9
 Id. Although the guidance pertained to loans, no aspects of the relevant statutes would justify a
different interpretation for other types of assets.

10
 Id.

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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.

 Response:

 The Company respectfully acknowledges the Staff’s comment and advises that it has revised the disclosure to clarify that the term
“Client” also includes the third-party partners to which it refers, as reflected on page 14 of Annex A.

 The Company does not have any
agreements with clients that are not in writing. Relatedly, as disclosed in Annex A to our response dated August 2, 2023, to the Staff comment letters dated June 12, 2023, under the risk factor titled “If we are unable to attract,
retain or grow our relationships with our existing clients, our business, financial condition, results of operations and future prospects would be materially and adversely affected. Moreover, sales efforts to large clients involve risks that may not
be present or that are present to a lesser extent with respect to sales to smaller organizations,” the Company advises that some of its written agreements with clients are agreements to collaborate and determine potential products and
services to bring to market. These written agreements provide that any such products and services would themselves be the subject of future definitive written agreements between the Company and the relevant client. We have updated this risk factor
on pages 5-6 of Annex A to reflect this.

 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 o