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CORRESP
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 CORRESP

 July 7, 2025 Division
of Corporation Finance Office of Crypto Assets Securities
and Exchange Commission 100 F Street, N.E. Washington, D.C.
20549

 Attention:

 Lulu Cheng

 Sonia Benarowski

 Re:

 Bakkt Holdings, Inc.

 Registration Statement on Form S-3

 Filed June 27, 2025

 File No. 333-288362
 Ladies and Gentlemen: This
letter responds to the comment letter from the Staff of the Securities and Exchange Commission (the “Staff”), dated July 2, 2025, concerning the Registration Statement on Form S-3 of Bakkt
Holdings, Inc. (the “Company”, “we”, “us” or “our”) filed on June 27, 2025 (the “Registration Statement”). The Company has submitted today Amendment No. 1 to the Registration Statement
(“Amendment No. 1”) via EDGAR submission. For reference purposes, we have set forth each comment from your letter in bold, immediately
followed by the Company’s response. Registration Statement on Form S-3
 General

 1.
 We note you are registering for resale up to 10,339,123 shares of Class A common stock.
Given the size of the offering relative to the number of shares outstanding, please provide us with a detailed analysis as to why you believe the transaction is appropriately characterized as a secondary offering that is eligible to be made under
Rule 415(a)(1)(i), rather than a primary offering in which the selling shareholder is actually an underwriter selling on your behalf. For guidance, please see Question 612.09 of the Division’s Securities Act Rules
Compliance & Disclosure Interpretations. Company Response :
 The Company acknowledges the Staff’s comment and respectfully submits that the proposed resale of the shares of the Company’s Class A common
stock, par value $0.0001 (the “Common Stock”)

by YA II PN, Ltd. (the “Selling Stockholder”) as contemplated in the Registration Statement should not be deemed to involve an indirect primary offering and is appropriately
characterized as a secondary offering under Rule 415(a)(1)(i) promulgated under the Securities Act of 1933, as amended (the “Securities Act”).
 Rule 415(a)(1)(i) provides that securities may be registered for an offering on a continuous or delayed basis in the future, provided, among other things,
that the registration statement pertains only to securities which are to be offered or sold solely by or on behalf of a person or persons other than the registrant, a subsidiary of the registrant or a person of which the registrant is a subsidiary.
With regard to the Registration Statement, neither the Company nor any of its subsidiaries is offering securities under the Registration Statement, nor is the offering being made on behalf of the Company or any of its subsidiaries.
 Compliance and Disclosure Interpretation Question 612.09 (“C&DI 612.09”) identifies six factors to be considered in determining whether a
purported secondary offering is really a primary offering. C&DI 612.09 states in relevant part “[i]t is important to identify whether a purported secondary offering is really a primary offering, i.e., the selling shareholders are actually
underwriters selling on behalf of an issuer … The question of whether an offering styled a secondary one is really on behalf of the issuer is a difficult factual one, not merely a question of who receives the proceeds. Consideration should be
given to how long the selling shareholders have held the shares, the circumstances under which they received them, their relationship to the issuer, the amount of shares involved, whether the sellers are in the business of underwriting securities,
and finally, whether under all the circumstances it appears that the seller is acting as a conduit for the issuer.” We address each of the above
factors in the analysis below. Based on these factors, the Company respectfully submits that the Selling Stockholder is not acting as an underwriter or otherwise as a conduit for the Company, and that the resale of shares of Common Stock by the
Selling Stockholder as contemplated by the Registration Statement is not an indirect primary offering being conducted by or on behalf of the Company.
 Background On June 17, 2025, the Company
entered into a securities purchase agreement (the “Purchase Agreement”) with the Selling Stockholder, pursuant to which the Selling Stockholder purchased a $25 million convertible debenture (the “Convertible Debenture”) from
the Company for a price of $23.75 million in a private placement (the “Private Placement”) on June 18, 2025 (the “Closing Date”). The Convertible Debenture matures on the first anniversary of the Closing Date, as may be
extended at the option of the Selling Stockholder and is convertible, at the option of the Selling Stockholder, into shares of the Company’s Common Stock.
 For so long as there is a balance outstanding under the Convertible Debenture, the Selling Stockholder, in its sole discretion, may deliver to the Company a
conversion notice to cause any portion of the outstanding and unpaid balance under the Convertible Debenture to be converted (the “Conversion Amount”) into the Company’s Common Stock. The Conversion Amount will not exceed the balance
owed under the Convertible Debenture on the date of delivery of the conversion notice. The price (the “Conversion Price”) of the Common Stock
to the Selling Stockholder to be issued on conversion of the Convertible Debenture will be the lower of (i) $14.51 per share of Common Stock (the “Fixed Price”) or (ii) 97% of the lowest daily volume weighted average price of the Common
Stock during the five consecutive trading days immediately preceding the conversion date (the “Variable Price”), but which price shall not be lower than $2.418 per share of Common Stock (the “Floor Price”).

 In addition, the Company may not issue any shares of Common Stock to the Selling Stockholder under the
Purchase Agreement or under the Convertible Debenture, if, when aggregated with all other shares of Common Stock then beneficially owned by the Selling Stockholder, the Selling Stockholder’s beneficial ownership would exceed 4.99% of the
then-outstanding shares of Common Stock (the “Beneficial Ownership Limitation”). In connection with the sale of the Convertible Debenture to
the Selling Stockholder, on June 17, 2025, the Company also entered a registration rights agreement (the “Registration Rights Agreement”) with the Selling Stockholder pursuant to which the Company agreed to register for resale by the
Selling Stockholder up to 10,339,123 shares of Common Stock (the “Resale Shares”). The Resale Shares represent the maximum amount of shares that the Company could be required to issue to the Selling Stockholder upon conversion of the
$25 million Convertible Debenture if converted at the Floor Price. Factor 1: How Long the Selling Stockholder Has Held the Securities
 The Selling Stockholder was provided with registration rights requiring that the Company use commercially reasonable efforts to file with the
Commission within five business days of the Closing Date a resale registration statement and the Company agreed to use commercially reasonable efforts to cause such registration statement to be declared effective as soon as practicable thereafter.
The timing of the filing of the Registration Statement was requested by the Selling Stockholder pursuant to the Registration Rights Agreement, and not by the Company. The Company has filed the Registration Statement to satisfy its contractual
obligations, and it is in the Selling Stockholder’s discretion whether and when it converts the Convertible Debenture and whether and when it resells any shares of the Company’s Common Stock issuable upon such conversion. This practice is
consistent with the longstanding practice for private placements in public equity, where investors require that a registration statement be filed shortly after closing and declared effective shortly thereafter.
 Although the Selling Stockholder bargained for registration rights, those rights do not mean that the Selling Stockholder intends to effect a distribution in
violation of the Securities Act. The Company further notes that registration is not equivalent to a current intent to distribute. Rather, the Convertible Debenture has a term of one year, the Selling Stockholder is not required to convert or sell
any of the shares at any time or over the term of the Convertible Debenture, and the Company believes that the nature of the transaction is such that the Selling Stockholder would be expected to convert and sell at several times, depending on market
conditions. Indeed, the Selling Stockholder has represented in the Purchase Agreement that it acquired the Convertible Debenture and the shares of Common Stock issuable upon conversion thereof for its own account for investment purposes and not with
a view towards, or for resale in connection with, a public sale or distribution thereof, in violation of the Securities Act. The Company respectfully
submits that the Staff has permitted issuers to register privately issued shares for resale promptly following, or even prior to, the closing of a private placement transaction. While it is less likely that a selling shareholder is acting as a
conduit for a primary offering the longer securities are held, this factor is not conclusive, and the Staff has recognized that a short holding period does not by itself negate valid investment intent.
 Factor 2: Circumstances Under Which the Securities Were Acquired
 As described above, the Selling Stockholder acquired the Convertible Debenture in the Private Placement pursuant to the terms and conditions of the Purchase
Agreement, which was negotiated at arm’s length by unaffiliated parties prior to the initial filing of the Registration Statement. The

Company respectfully notes that the transaction is a traditional investment transaction and not an underwritten offering. Specifically, in a traditional underwritten offering, the underwriter and
the issuer agree on a price at which the securities will be sold to the public and the underwriter receives a portion of the proceeds of such sale as compensation for its selling efforts and for bearing market risk. Pursuant to the terms of the
Convertible Debenture, the Selling Stockholder may convert the Convertible Debenture into shares of Common Stock at a discount to the market price for the Common Stock.
 The Private Placement was not entered into with a view to a “distribution” if the Registration Statement were to be declared effective. The Staff
has acknowledged that a “distribution” might occur where the seller proposed to engage in selling activities that would have a substantial impact on the trading market for the securities. Here, there is no evidence that any special selling
efforts or selling methods were proposed to be taken or would be taken by the Selling Stockholder if the shares of Common Stock covered by the Registration Statement were registered. The conversion is at the discretion of the Selling Stockholder,
and the Company has no reason to believe that the Selling Stockholder will conduct any road shows or take any other selling activities to condition the market for its shares of Common Stock. Instead, as discussed above, the Selling Stockholder made
representations and warranties in the Purchase Agreement regarding its investment intent, including that it was acquiring the Convertible Debenture and the shares of Common Stock issuable upon conversion thereof for its own account for investment
purposes and not with a view towards, or for resale in connection with, the public sale or distribution thereof, in violation of the Securities Act. In addition, the Selling Stockholder represented in the Purchase Agreement that it did not have any
agreement or understanding, directly or indirectly, with any person to distribute the Convertible Debenture and the shares of Common Stock issuable upon conversion thereof, in violation of applicable securities laws. The Selling Stockholder also
represented that it understood that the shares of Common Stock issuable upon conversion of the Convertible Debenture would be subject to transfer restrictions and could not be resold unless registered or pursuant to an exemption from registration.
Although the Selling Stockholder bargained for registration rights, those rights do not mean that the Selling Stockholder intends to effect a distribution in violation of the Securities Act. The Company further notes that registration is not
equivalent to a current intent to distribute. As a general matter, there are several reasons why investors in a private placement would want shares
registered other than to effect an immediate resale. Many private investment funds are required to mark their portfolios to market. If portfolio securities are not registered, such investors are typically required to mark down the book value of
those securities to reflect an illiquidity discount. That valuation does not depend on whether investors intend to dispose of their securities or to hold them for an indefinite period. In addition, investors are fiduciaries for their limited
partners and other investors in the funds. As such, the investors have a common law duty to act prudently. Accordingly, the Company understands that they wish to have their securities in a more liquid form, whereas not registering the shares could
prevent them from taking advantage of market opportunities or from liquidating their investment if there is a fundamental shift in their investment judgment about the Company. Finally, registered shares of many issuers are eligible to be used as
margin collateral under the Federal Reserve’s margin regulations. Restricted securities do not qualify as “margin stock.” Factor 3:
The Selling Stockholder’s Relationship to the Company Except for the acquisition of the Convertible Debenture pursuant to the Private
Placement, the Selling Stockholder has not had any material relationship with the Company within the past three years. The Selling Stockholder will retain all proceeds from the resale of Common Stock pursuant to the Registration Statement, and the
Company will not obtain any direct or indirect benefit from any amounts received from those sales.

 The Selling Stockholder is not currently, and has never been, an affiliate of the Company. As a result, the
Selling Stockholder has no ability, directly or indirectly, to control the actions of the Company either by contract or through management or the exercise of voting rights, and it has no access to material
 non-public information concerning the Company. Moreover, pursuant to the Beneficial Ownership Limitation, the Selling Stockholder may not acquire shares of Common Stock covered by the Registration Statement if
it would beneficially own more than 4.99% of the Company’s outstanding Common Stock after such conversion. Factor 4: The Amount of Shares of
Common Stock Involved The Registration Statement registers for resale up to 10,339,123 shares of Common Stock, which is the number of shares of
Common Stock the Selling Stockholder would receive if the full $25 million outstanding amount of the Convertible Debenture were converted at the Floor Price. If this number of shares were issued, it would represent approximately 42% of the
Company’s issued and outstanding voting securities, which is comprised of the Common Stock together with the Company’s outstanding shares of Class V common stock, par value $0.0001. However, the Company expects to issue far fewer
shares of Common Stock to the Selling Stockholder upon conversion of the Convertible Debenture than the full amount of the registered shares. As noted above, the Conversion Price the Selling Stockholder will pay for shares of Common Stock is equal
to the lower of the Fixed Price of $14.51 or the Variable Price at the time of the conversion. If such conversion occurred as at the date of this letter, the Variable Price would be $12.43 1 , which
is significantly higher than