SecProbe.io

CORRESP
 1
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 CORRESP

 July 21, 2025
 Via EDGAR Securities and Exchange Commission
 Division of Corporation Finance Office of Crypto Assets
 100 F Street, N.E. Washington, D.C. 20549
 Attention: Sonia Benarowski Lulu Cheng

 Re:
 Bakkt Holdings, Inc.
 Registration Statement on Form S-3 (File
 No. 333-288362) Acceleration Request
 Requested Date:  Wednesday, July 23, 2025
 Requested Time:  4:30 P.M. Eastern Time
 Ladies and Gentleman: Pursuant to Rule 461
under the Securities Act of 1933, as amended, Bakkt Holdings, Inc. (the “Company”) hereby requests that the above-referenced Registration Statement (the “Registration Statement”) be declared effective at the “Requested
Date” and “Requested Time” set forth above or as soon as practicable thereafter, or at such other time as the Company or its outside counsel, Sullivan & Cromwell LLP, requests by telephone that such Registration Statement be
declared effective. Once the Registration Statement has been declared effective, please orally confirm that event with our counsel, Sullivan & Cromwell LLP, by calling Mario Schollmeyer
 at (212) 558-3287.

 Sincerely,

 BAKKT HOLDINGS, INC.

 /s/ Akshay Naheta

 Name: Akshay Naheta Title: Co-Chief Executive Officer

 cc:

 Marc D’Annunzio, Bakkt Holdings, Inc. Paul
Simmons, Bakkt Holdings, Inc. Jared Fishman, Sullivan & Cromwell LLP
 Matt Goodman, Sullivan & Cromwell LLP Mario Schollmeyer,
Sullivan & Cromwell LLP

CORRESP
 1
 filename1.htm

 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

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 July 2, 2025

Andrew Main
Co-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 June 27, 2025
 File No. 333-288362
Dear Andrew Main:

 We have conducted a limited review of your registration statement and
have the
following comments.

 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.

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.
 July 2, 2025
Page 2
Selling Stockholder, page 12

2. We note your footnote (1) on page 13. Please update the number and
percent for the
 column titled "Shares of Class A Common Stock Owned Before the Offering"
in the
 table to reflect the number of shares the Selling Stockholder owns as of
the date of the
 prospectus.

 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 Lulu Cheng at 202-551-3811 or Sonia Bednarowski at
202-551-3666
with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Crypto
Assets
cc: Mario Schollmeyer
</TEXT>
</DOCUMENT>

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 July 1, 2025

Akshay Naheta
Co-Chief Executive Officer
Bakkt Holdings, Inc.
10000 Avalon Boulevard, Suite 1000
Alpharetta, GA 30009

 Re: Bakkt Holdings, Inc.
 Registration Statement on Form S-3
 Filed June 26, 2025
 File No. 333-288361
Dear Akshay Naheta:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
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 Gessert at 202-551-2326 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Crypto
Assets
</TEXT>
</DOCUMENT>

CORRESP
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 CORRESP

 July 1, 2025
 Via EDGAR Securities and Exchange Commission
 Division of Corporation Finance Office of Crypto Assets
 100 F Street, N.E. Washington, D.C. 20549
 Attention: David Gessert

 Re:
 Bakkt Holdings, Inc.
 Registration Statement on Form S-3 (File
 No. 333-288361) Acceleration Request
 Requested Date:   Thursday, July 3, 2025
 Requested Time:   2:30 P.M. Eastern Time
 Ladies and Gentleman: Pursuant to Rule 461
under the Securities Act of 1933, as amended, Bakkt Holdings, Inc. (the “Company”) hereby requests that the above-referenced Registration Statement (the “Registration Statement”) be declared effective at the “Requested
Date” and “Requested Time” set forth above or as soon as practicable thereafter, or at such other time as the Company or its outside counsel, Sullivan & Cromwell LLP, requests by telephone that such Registration Statement be
declared effective. Once the Registration Statement has been declared effective, please orally confirm that event with our counsel, Sullivan & Cromwell LLP, by calling Mario Schollmeyer
 at (212) 558-3287.

 Sincerely,

 BAKKT HOLDINGS, INC.

 /s/ Akshay Naheta

 Name:

 Akshay Naheta

 Title:

 Co-Chief Executive Officer

 cc:

 Marc D’Annunzio, Bakkt Holdings, Inc. Paul
Simmons, Bakkt Holdings, Inc. Jared Fishman, Sullivan & Cromwell LLP
 Matt Goodman, Sullivan & Cromwell LLP Mario Schollmeyer,
Sullivan & Cromwell LLP

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

CORRESP
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CORRESP

 Wilson Sonsini Goodrich & Rosati

Professional Corporation

650 Page Mill Road

 Palo Alto, California 94304-1050

 O: 650.493.9300

F: 866.974.7329

 February 14, 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. Amendment No. 2 to Registration Statement on Form
S-3 Filed February 14, 2024 (File No. 333-271361)

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 letter, dated February 14, 2024, from the staff (the “Staff”) of the Securities and Exchange Commission (the “SEC”) regarding the above-reference registration statement (the
“Registration Statement”).

 For ease of review, each of the comments from your letter relating to the Registration Statement are set
forth below, followed by the Company’s responses.

 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.

Response:

 The Company
respectfully acknowledges the Staff’s comment and confirms and acknowledges that the Staff’s decision not to issue additional comments should not be interpreted to mean that the Staff either agrees or disagrees with the Company’s
disclosure or responses. Further, the Company acknowledges and confirms that, with respect to the Company’s business operations, and in particular the

 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

 Securities and Exchange Commission

February 14, 2024

 Page 2

Bakkt Crypto and Bakkt Marketplace platforms and the crypto assets the Company makes available for trading on those platforms, the Staff’s decision not to issue additional comments does not
mean that the Staff either agrees or disagrees with any conclusions the Company has made, positions the Company has taken, or practices the Company has engaged in or may engage in.

Please direct any questions regarding the Company’s responses or the Registration Statement to J. Matthew Lyons at (512)
338-5411 or mlyons@wsgr.com or Austin D. March at (512) 338-5410 or amarch@wsgr.com.

Sincerely,

/s/ Wilson Sonsini Goodrich & Rosati, Professional Corporation

WILSON SONSINI GOODRICH & ROSATI, PROFESSIONAL CORPORATION

cc:
 Gavin Michael, Bakkt Holdings, Inc.

Marc D’Annunzio, Bakkt Holdings, Inc.

Paul Simmons, Bakkt Holdings, Inc.

 2

CORRESP
1
filename1.htm

CORRESP

 Wilson Sonsini Goodrich & Rosati

Professional Corporation

650 Page Mill Road

 Palo Alto, California 94304-1050

 O: 650.493.9300

F: 866.974.7329

 February 14, 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. Amendment No. 2 to Registration Statement on Form S-3 Filed February 14, 2024 (File No.
333-271438)

 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 letter, dated February 14, 2024, from the staff (the “Staff”) of the Securities
and Exchange Commission (the “SEC”) regarding the above-reference registration statement (the “Registration Statement”).

For ease of review, each of the comments from your letter relating to the Registration Statement are set forth below, followed by the Company’s
responses.

 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.

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

 Securities and Exchange Commission

February 14, 2024

 Page 2

 Response:

The Company respectfully acknowledges the Staff’s comment and confirms and acknowledges that the Staff’s decision not to issue
additional comments should not be interpreted to mean that the Staff either agrees or disagrees with the Company’s disclosure or responses. Further, the Company acknowledges and confirms that, with respect to the Company’s business
operations, and in particular the Bakkt Crypto and Bakkt Marketplace platforms and the crypto assets the Company makes available for trading on those platforms, the Staff’s decision not to issue additional comments does not mean that the Staff
either agrees or disagrees with any conclusions the Company has made, positions the Company has taken, or practices the Company has engaged in or may engage in.

Please direct any questions regarding the Company’s responses or the Registration Statement to J. Matthew Lyons at (512)
338-5411 or mlyons@wsgr.com or Austin D. March at (512) 338-5410 or amarch@wsgr.com.

Sincerely,

/s/ Wilson Sonsini Goodrich & Rosati, Professional Corporation

WILSON SONSINI GOODRICH & ROSATI, PROFESSIONAL CORPORATION

cc:
 Gavin Michael, Bakkt Holdings, Inc.

Marc D’Annunzio, Bakkt Holdings, Inc.

Paul Simmons, Bakkt Holdings, Inc.

 2

CORRESP
1
filename1.htm

CORRESP

 Wilson Sonsini Goodrich & Rosati

Professional Corporation

650 Page Mill Road

 Palo Alto, California 94304-1050

 O: 650.493.9300

F: 866.974.7329

 February 14, 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. Amendment No. 2 to Registration Statement on Form
S-3 Filed February 14, 2024 (File No. 333-271362)

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 letter, dated February 14, 2024, from the staff (the “Staff”) of the Securities and Exchange Commission (the “SEC”) regarding the above-reference registration statement (the
“Registration Statement”).

 For ease of review, each of the comments from your letter relating to the Registration Statement are set
forth below, followed by the Company’s responses.

 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.

Response:

 The Company
respectfully acknowledges the Staff’s comment and confirms and acknowledges that the Staff’s decision not to issue additional comments should not be interpreted to mean that the Staff either agrees or disagrees with the Company’s
disclosure or responses. Further, the Company acknowledges and confirms that, with respect to the Company’s business operations, and in particular the

 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

 Securities and Exchange Commission

February 14, 2024

 Page 2

Bakkt Crypto and Bakkt Marketplace platforms and the crypto assets the Company makes available for trading on those platforms, the Staff’s decision not to issue additional comments does not
mean that the Staff either agrees or disagrees with any conclusions the Company has made, positions the Company has taken, or practices the Company has engaged in or may engage in.

Please direct any questions regarding the Company’s responses or the Registration Statement to J. Matthew Lyons at (512)
338-5411 or mlyons@wsgr.com or Austin D. March at (512) 338-5410 or amarch@wsgr.com.

Sincerely,

/s/ Wilson Sonsini Goodrich & Rosati, Professional Corporation

WILSON SONSINI GOODRICH & ROSATI, PROFESSIONAL CORPORATION

cc:
 Gavin Michael, Bakkt Holdings, Inc.

Marc D’Annunzio, Bakkt Holdings, Inc.

Paul Simmons, Bakkt Holdings, Inc.

 2

CORRESP
1
filename1.htm

CORRESP

 Wilson Sonsini Goodrich & Rosati

Professional Corporation

650 Page Mill Road

 Palo Alto, California 94304-1050

 O: 650.493.9300

F: 866.974.7329

 February 14, 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. Post-Effective Amendment No. 4 to Form S-1
on Form S-3 Filed February 14, 2024 (File No. 333-261034)

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 letter, dated February 14, 2024, from the staff (the “Staff”) of the Securities and Exchange Commission (the “SEC”) regarding the above-reference registration statement (the
“Registration Statement”).

 For ease of review, each of the comments from your letter relating to the Registration Statement are set
forth below, followed by the Company’s responses.

 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.

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

 Securities and Exchange Commission

February 14, 2024

 Page 2

 Response:

The Company respectfully acknowledges the Staff’s comment and confirms and acknowledges that the Staff’s decision not to issue
additional comments should not be interpreted to mean that the Staff either agrees or disagrees with the Company’s disclosure or responses. Further, the Company acknowledges and confirms that, with respect to the Company’s business
operations, and in particular the Bakkt Crypto and Bakkt Marketplace platforms and the crypto assets the Company makes available for trading on those platforms, the Staff’s decision not to issue additional comments does not mean that the Staff
either agrees or disagrees with any conclusions the Company has made, positions the Company has taken, or practices the Company has engaged in or may engage in.

Please direct any questions regarding the Company’s responses or the Registration Statement to J. Matthew Lyons at (512)
338-5411 or mlyons@wsgr.com or Austin D. March at (512) 338-5410 or amarch@wsgr.com.

Sincerely,

/s/ Wilson Sonsini Goodrich & Rosati, Professional Corporation

WILSON SONSINI GOODRICH & ROSATI, PROFESSIONAL CORPORATION

cc:
 Gavin Michael, Bakkt Holdings, Inc.

Marc D’Annunzio, Bakkt Holdings, Inc.

Paul Simmons, Bakkt Holdings, Inc.

 2

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

CORRESP
1
filename1.htm

CORRESP

 February 14, 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-1 on Form S-3 (File No. 333-261034)

Acceleration Request

   Requested Date:

Wednesday, February 14, 2024

   Requested Time:

4:30 P.M. Eastern Time

 Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities Act of 1933, as amended, Bakkt Holdings, Inc. (the “Company”) hereby requests
that the above-referenced Registration Statement (the “Registration Statement”) be declared effective at the “Requested Date” and “Requested Time” set forth above or as soon as practicable thereafter, but in no
event later than 5:30 P.M. Eastern Time on the Requested Date. Once the Registration Statement has been declared effective, please orally confirm that event with our counsel, Wilson Sonsini Goodrich & Rosati, P.C., by calling J. Matthew
Lyons at (512) 338-5411.

 The Company understands that the staff of the Division of Corporation
Finance of the Securities and Commission (the “Staff”) will consider this request as confirmation by the Company of its awareness of its responsibilities under the federal securities laws as they relate to the offering of the securities
covered by the Registration Statement.

 [Signature page follows]

* * * *

Sincerely,

BAKKT HOLDINGS, INC.

 /s/ Gavin Michael

Gavin Michael

Chief Executive Officer

 Enclosures

cc (w/o enclosures):

Marc D’Annunzio, Bakkt Holdings, Inc.

Paul Simmons, Bakkt Holdings, Inc.

J. Matthew Lyons, Wilson Sonsini Goodrich & Rosati, P.C.

Austin March, Wilson Sonsini Goodrich & Rosati, P.C.

CORRESP
1
filename1.htm

CORRESP

 February 14, 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 (File No. 333-271362)

Acceleration Request

   Requested Date:

Wednesday, February 14, 2024

   Requested Time:

4:30 P.M. Eastern Time

 Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities Act of 1933, as amended, Bakkt Holdings, Inc. (the “Company”) hereby requests
that the above-referenced Registration Statement (the “Registration Statement”) be declared effective at the “Requested Date” and “Requested Time” set forth above or as soon as practicable thereafter, but in no
event later than 5:30 P.M. Eastern Time on the Requested Date. Once the Registration Statement has been declared effective, please orally confirm that event with our counsel, Wilson Sonsini Goodrich & Rosati, P.C., by calling J. Matthew
Lyons at (512) 338-5411.

 The Company understands that the staff of the Division of Corporation
Finance of the Securities and Commission (the “Staff”) will consider this request as confirmation by the Company of its awareness of its responsibilities under the federal securities laws as they relate to the offering of the
securities covered by the Registration Statement.

 [Signature page follows]

* * * *

Sincerely,

BAKKT HOLDINGS, INC.

 /s/ Gavin Michael

Gavin Michael

Chief Executive Officer

Enclosures

cc (w/o enclosures):

Marc D’Annunzio, Bakkt Holdings, Inc.

Paul Simmons, Bakkt Holdings, Inc.

J. Matthew Lyons, Wilson Sonsini Goodrich & Rosati, P.C.

Austin March, Wilson Sonsini Goodrich & Rosati, P.C.

CORRESP
1
filename1.htm

CORRESP

 February 14, 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 (File No. 333-271361)

Acceleration Request

  Requested Date:   Wednesday, February 14, 2024

  Requested Time:   4:30 P.M. Eastern Time

Ladies and Gentlemen:

 Pursuant to Rule 461
under the Securities Act of 1933, as amended, Bakkt Holdings, Inc. (the “Company”) hereby requests that the above-referenced Registration Statement (the “Registration Statement”) be declared effective at the
“Requested Date” and “Requested Time” set forth above or as soon as practicable thereafter, but in no event later than 5:30 P.M. Eastern Time on the Requested Date. Once the Registration Statement has been declared effective,
please orally confirm that event with our counsel, Wilson Sonsini Goodrich & Rosati, P.C., by calling J. Matthew Lyons at (512) 338-5411.

The Company understands that the staff of the Division of Corporation Finance of the Securities and Commission (the “Staff”) will
consider this request as confirmation by the Company of its awareness of its responsibilities under the federal securities laws as they relate to the offering of the securities covered by the Registration Statement.

[Signature page follows]

* * * *

Sincerely,

BAKKT HOLDINGS, INC.

/s/ Gavin Michael

Gavin Michael

Chief Executive Officer

 Enclosures

cc (w/o enclosures):  

Marc D’Annunzio, Bakkt Holdings, Inc.

Paul Simmons, Bakkt Holdings, Inc.

J. Matthew Lyons, Wilson Sonsini Goodrich & Rosati, P.C.

Austin March, Wilson Sonsini Goodrich & Rosati, P.C.

CORRESP
1
filename1.htm

CORRESP

 February 14, 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 (File No. 333-271438)

 
 Acceleration Request

Requested Date:   Wednesday, February 14, 2024

Requested Time:  4:30 P.M. Eastern Time

Ladies and Gentlemen:

 Pursuant to
Rule 461 under the Securities Act of 1933, as amended, Bakkt Holdings, Inc. (the “Company”) hereby requests that the above-referenced Registration Statement (the “Registration Statement”) be declared effective at the
“Requested Date” and “Requested Time” set forth above or as soon as practicable thereafter, but in no event later than 5:30 P.M. Eastern Time on the Requested Date. Once the Registration Statement has been declared effective,
please orally confirm that event with our counsel, Wilson Sonsini Goodrich & Rosati, P.C., by calling J. Matthew Lyons at (512) 338-5411.

The Company understands that the staff of the Division of Corporation Finance of the Securities and Commission (the “Staff”)
will consider this request as confirmation by the Company of its awareness of its responsibilities under the federal securities laws as they relate to the offering of the securities covered by the Registration Statement.

[Signature page follows]

* * * *

 Sincerely,

BAKKT HOLDINGS, INC.

/s/ Gavin Michael

Gavin Michael

Chief Executive Officer

 Enclosures

cc (w/o enclosures):

 Marc D’Annunzio, Bakkt Holdings, Inc.

 Paul
Simmons, Bakkt Holdings, Inc.

 J. Matthew Lyons, Wilson Sonsini Goodrich & Rosati, P.C.

Austin March, Wilson Sonsini Goodrich & Rosati, P.C.

CORRESP
1
filename1.htm

CORRESP

 Wilson Sonsini Goodrich & Rosati
Professional Corporation

 650 Page Mill Road
Palo Alto, California 94304-1050

 O: 650.493.9300
F: 866.974.7329

 February 13, 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.

•

 Amendment No. 1 to Registration Statement on Form S-3 Filed
February 7, 2024 (File No. 333-271361)

•

 Amendment No. 1 to Registration Statement on Form S-3 Filed
February 7, 2024 (File No. 333-271362)

•

 Post-Effective Amendment No. 3 to Form S-1 on Form S-3 Filed February 7, 2024 (File No. 333-261034)

•

 Amendment No. 1 to Registration Statement on Form S-3 Filed
February 7, 2024 (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 February 12, 2024, from the staff (the “Staff”) of the Securities
and Exchange Commission (the “SEC”) regarding the Registration Statements.

 For ease of review, each of your comments from your comment
letter relating to the Registration Statement with File No. 333-271361 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. 333-271361, as well as the corresponding substantively identical comment letters provided in respect of the other three Registration Statements, as
applicable. All references to page numbers and captions correspond to the Registration Statement with File No. 333-271361 unless otherwise specified.

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

 Securities and Exchange Commission

February 13, 2024

  Page
 2

 Response Dated February 1, 2024

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:

•

 the principal conditions or events that raise substantial doubt about your ability to continue as a going
concern;

•

 your evaluation of the significance of those conditions or events in relation to your ability to meet your
obligations; and

•

 management’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 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.

 Response:

The Company respectfully advises the Staff that, promptly after the submission of this letter, it will file Amendment No. 3 to its
Quarterly Report on Form 10-Q for the quarter ended September 30, 2023 (the “Quarterly Report”), which would be substantively unchanged from Amendment No. 2, except that it would:

(i)
 Include the Company’s interim financial statements as of and for the period ended September 30, 2023
under Part 1, Item 1. These financial statements would be unchanged from those included in the original filing of the Quarterly Report, except for an amended and restated Note 20 thereto providing an update on the substantial doubt regarding the
Company’s ability to continue as a going concern, as a result of developments since the filing of Amendment No. 2 to the Quarterly Report;

(ii)
 update the risk factor in Part II, Item 1A “Risk Factors” that was filed with Amendments No. 1
and 2 to the Quarterly Report related to our ability to continue as a going concern; and

(iii)
 update the explanatory note accordingly.

Proposed draft pages of Amendment No. 3 to the Company’s Form 10-Q showing the amended and
restated subsequent event footnote, such proposed updated risk factor and the updated explanatory note are attached hereto as Annex A.

The Company also respectfully advises the Staff that, promptly after the submission of this letter, it will file amendments to each of the
Registration Statements that would update each applicable prospectus summary therein to address the disclosure requested in the first and second bullets in this Comment No. 1. Proposed draft pages of the prospectus summary to Registration
Statement with File No. 333-271362, which will be conformed across all the Registration Statements, are attached hereto as Annex B.

 2

 Securities and Exchange Commission

February 13, 2024

  Page
 3

 Further, the Company respectfully acknowledges the Staff’s comment that the Company
consider revisions or updates to any other disclosures in the Quarterly Report, including the subsequent events footnote to its interim financial statements, related to facts that raise substantial doubt about its ability to continue as a going
concern. As noted above, the Company intends to file Amendment No. 3 to the Quarterly Report to add the disclosure shown on Annex A, which includes an amended and restated subsequent events footnote (restated Note 20) to the Company’s
interim financial statements. However, the Company does not believe that disclosure updates other than those to be disclosed in such Amendment No. 3 are appropriate, as such disclosure only speaks as of the original filing date of the
Quarterly Report and, therefore, remains unchanged by the post-initial filing developments regarding the Company’s ability to continue as a going concern.

Incorporation by Reference, page 19

2.
 Please update this section to incorporate by reference your Form
10-Q/A filed on February 8, 2024. For guidance, refer to Question 123.05 of the Securities Act Forms Compliance and Disclosure Interpretations.

Response:

 In connection with the
filing of the Registration Statements to reflect the proposed disclosure on Annex B, the Company will add Amendments No. 2 and 3 to the Quarterly Report to the list of filings that are incorporated by reference into each Registration Statement.

 Exhibits

3.
 We note that you are registering the offer and sale of securities having an aggregate offering price of up
to $150,000,000. However, the legality opinion filed as Exhibit 5.1 refers to an aggregate offering price of up to $115,000,000. Please obtain and file a revised opinion of counsel that reflects the aggregate offering price described in your
registration statement.

 Response:

A new legality opinion reflecting the updated aggregate offering price will be filed as Exhibit 5.1 to Registration Statement File No. 333-271361 in connection with the other proposed disclosure updates noted above.

 Please direct any questions
regarding the Company’s responses or the Registration Statements to J. Matthew Lyons at (512) 338-5411 or mlyons@wsgr.com or Austin March at (512) 338-5410 or
amarch@wsgr.com.

 Sincerely,

/s/ Wilson Sonsini Goodrich & Rosati, Professional Corporation

WILSON SONSINI GOODRICH & ROSATI, PROFESSIONAL

CORPORATION

cc:
 Gavin Michael, Bakkt Holdings, Inc.

Marc D’Annunzio, Bakkt Holdings, Inc.

Paul Simmons, Bakkt Holdings, Inc.

 3

 Annex A

(see attached)

 Explanatory Note

Bakkt Holdings, Inc. (Bakkt,” “we,” “us,” “our,” or the “Company”) is filing this Amendment
No. 3 to its Quarterly Report on Form 10-Q/A for the quarterly period ended September 30, 2023 (this “Amended Form 10-Q” or “10-Q/A”), as originally filed with the U.S. Securities and Exchange Commission (the “SEC”) on November 14, 2023 (the “Original Form 10-Q”).
As noted below, the disclosure updates to the Original Form 10-Q included in Part II, Item 1A and Item 5 in Amendments No. 1 and 2 are restated, except as otherwise noted below, in this Amendment
No. 3 for completeness.

 This Amended Form 10-Q is presented as of the filing date of the
Original Form 10-Q and does not (i) reflect events occurring after that date, except with respect to the information regarding our ability to continue as a going concern and certain business updates, each
as noted below, or (ii) modify or update disclosures in any way other than as required to reflect the amendment and restatement as described below. Accordingly, this Amended Form 10-Q should be read in
conjunction with the Original Form 10-Q and our filings with the SEC subsequent to the date on which we filed the Original Form 10-Q.

The purpose of this Amended Form 10-Q is to (i) revise the disclosure in Note 20 “Subsequent
Events” in Part I, Item 1, Notes to Unaudited Consolidated Financial Statements to include updates related to events subsequent to the filing of the Original Form 10-Q related to our ability to continue
as a going concern, (ii) update the risk factor in Part II, Item 1A “Risk Factors” that was filed with prior amendments to the Original Form 10-Q related to our ability to continue as a going
concern, as we have subsequently deemed there to be substantial doubt regarding our ability to continue as a going concern 12 months following the date of this Amended Form 10-Q without raising capital,
(iii) restate the other disclosure included in Part II, Item 1A “Risk Factors” of Amendments No. 1 and 2 to the Original Form 10-Q, which amended and restated Part II, Item 1A “Risk
Factors” to provide further updates to certain risks resulting from changes to the Company’s business following its acquisition (the “Bakkt Crypto Acquisition”) of Bakkt Crypto Solutions, LLC (“Bakkt Crypto”), formerly
Apex Crypto LLC (“Apex Crypto”), and (iv) restate the disclosure included in Part II, Item 5 of Amendments No. 1 and 2 to the Original Form 10-Q, which amended and restated Part II, Item 5
to provide an update to the Company’s business activities following the Bakkt Crypto Acquisition. Part II, Item 6 “Exhibits” has also been amended and restated to include currently dated certifications of the Company’s principal
executive officer and principal financial officer as required by Sections 302 and 906 of the Sarbanes Oxley Act of 2002. The certifications are attached to this Amended Form 10-Q as Exhibits 31.1, 31.2, 32.1
and 32.2.

 Note 20. Subsequent Events

Subsequent to the filing of the Original Form 10-Q, and in connection with the filing of this Amended
Form 10-Q, we evaluated our ability to continue as a going concern using the information available to us as of the date of this filing.

 We have incurred net losses and consumed cashflow from operations since our inception and
incurred losses and consumed cash through the date of this filing in excess of our budgets, due to increased cash utilization in operations and lower realization of actual revenues. We have historically relied on our existing cash and available-for-sale securities portfolio to fund operations. We do not have any long-term debt to service but have commitments under long-term cloud computing, lease and
marketing contracts. We expect to continue to incur losses and consume cash for the foreseeable future, which has raised substantial doubt about our ability to continue as a going concern.

We do not believe that our cash, short-term securities, and restricted cash are sufficient to fund our operations for the next 12 months,
without raising additional capital in the near future. We have been executing a strategic plan to optimize our capital allocation and expense base since the fourth quarter of 2022, which has reduced our annual cash expenses year over year and which
we expect will continue to reduce our cash expenses in 2024. We are also planning to integrate our regulated entities to reduce regulatory capital and insurance requirements. However, it is critical to our plan to mitigate our cash burn that
we significantly expand our revenue base to be able to generate a sustainable operating profit. There is significant uncertainty associated with our expansion to new markets and the growth of our revenue base given the uncertain and rapidly evolving
environment associated with crypto assets. Accordingly, we cannot conclude that it is probable we will be able to increase revenues substantially beyond levels that we have attained in the past in order to generate sustainable operating profit to
continue doing business, and, as a result, we have concluded these plans do not alleviate substantial doubt about our ability to continue as a going concern. We are seeking additional financing and evaluating financing alternatives in order to
meet our cash requirements for the next 12 months. We cannot be certain that raising additional capital, whether through selling additional equity or debt securities or obtaining a line of credit or other loan, will be available to us or, if
available, will be on terms acceptable to us.

 Risk Factor Updates

We might not be able to continue as a going concern.

Our unaudited condensed consolidated financial statements as of September 30, 2023 were prepared under the assumption that we would
continue as a going concern for the next twelve months from the date we filed the Original Form 10-Q, which contemplated the realization of assets and the satisfaction of liabilities in the normal course of
business and did not include any adjustments relating to recoverability and the classification of recorded asset amounts or the amounts and classification of liabilities that might result from the outcome of certain uncertainties.

Subsequent to the filing of the Original Form 10-Q and in connection with the filing of this Amended
Form 10-Q we have determined that we do not believe that our cash and restricted cash are sufficient to fund our operations for the 12 months following the date of this Amended Form 10-Q. Specifically, as of January 31, 2024, the Company had approximately $50.0 million of cash and cash equivalents that was not restricted and approximately $8.2 million in available-for-sale securities. We intend to use our unrestricted cash and proceeds from maturity of
available-for-

sale debt securities to (i) fund our day-to-day operations, including regulatory capital, compensating balance
arrangements and other similar commitments which may be subject to change, (ii) activate new crypto clients, (iii)maintain our product development efforts, and (iv) optimize our technology infrastructure. Our cash and proceeds from the
maturity of available-for-sale debt securities as of the date of the filing of this Amended Form 10-Q are estimated to fund our
operations into the second or third quarter of 2024, depending on the results from our ongoing negotiations of requests for increased cash collateral or revised credit terms with certain of our providers.

There is significant uncertainty associated with our expansion to new markets and the growth of our revenue base given the rapidly evolving
environment associated with crypto assets. Accordingly, we cannot conclude it is probable we will be able to increase revenues substantially beyond levels that we have attained in the past in order to generate sustainable operating profit and
sufficient cash flows to continue doing business without raising additional capital in the near future. As a result of our expected operating losses

CORRESP
1
filename1.htm

CORRESP

 February 8, 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 (File No. 333-271361)

Acceleration Request

   Requested Date:

Friday, February 9, 2024

   Requested Time:

4:30 P.M. Eastern Time

 Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities Act of 1933, as amended, Bakkt Holdings, Inc. (the “Company”) hereby requests
that the above-referenced Registration Statement (the “Registration Statement”) be declared effective at the “Requested Date” and “Requested Time” set forth above or at such later time as the Company or its
counsel may orally request via telephone call to the staff (the “Staff”) of the Division of Corporation Finance of the Securities and Exchange Commission (the “Commission”). Once the Registration Statement has been
declared effective, please orally confirm that event with our counsel, Wilson Sonsini Goodrich & Rosati, P.C., by calling J. Matthew Lyons at (512) 338-5411.

The Company understands that the Staff will consider this request as confirmation by the Company of its awareness of its responsibilities
under the federal securities laws as they relate to the offering of the securities covered by the Registration Statement.

 [Signature
page follows]

 * * * *

Sincerely,

BAKKT HOLDINGS, INC.

 /s/ Gavin Michael

Gavin Michael

Chief Executive Officer

Enclosures

cc (w/o enclosures):

Marc D’Annunzio, Bakkt Holdings, Inc.

Paul Simmons, Bakkt Holdings, Inc.

J. Matthew Lyons, Wilson Sonsini Goodrich & Rosati, P.C.

Austin March, Wilson Sonsini Goodrich & Rosati, P.C.

CORRESP
1
filename1.htm

CORRESP

 Bakkt Holdings, Inc.

10000 Avalon Boulevard, Suite 1000

Alpharetta, Georgia 30009

February 8, 2024

 VIA EDGAR

U.S. Securities and Exchange Commission

 Division of Corporation
Finance

 Office of Crypto Assets

 100 F Street, N.E.

Washington, D.C. 20549

 Attention: Sandra Hunter Berkheimer and
David Lin

Re:
 Bakkt Holdings, Inc.

Registration Statement on Form S-3

File No. 333-271438

Ladies and Gentlemen:

 Reference is made to our
letter, filed as correspondence via EDGAR on February 7, 2024, in which we requested the acceleration of the effective date of the above-referenced Registration Statement on Form S-3 for 4:30 p.m.,
on February 9, 2023, in accordance with Rule 461 under the Securities Act of 1933, as amended.

 We are no longer requesting that such
Registration Statement be declared effective at this time, and we hereby formally withdraw our request for acceleration of the effective date.

Please contact our counsel, Wilson Sonsini Goodrich & Rosati, P.C., by calling J. Matthew Lyons at (512) 338-5411 if you have any questions or concerns regarding the foregoing. We appreciate your assistance in this matter.

[Signature page follows]

Sincerely,

Bakkt Holdings, Inc.

 /s/ Gavin Michael

Gavin Michael

Chief Executive Officer

cc:
 Marc D’Annunzio, Bakkt Holdings, Inc.

Paul Simmons, Bakkt Holdings, Inc.

J. Matthew Lyons, Wilson Sonsini Goodrich & Rosati, P.C.

Austin March, Wilson Sonsini Goodrich & Rosati, P.C.

CORRESP
1
filename1.htm

CORRESP

 Bakkt Holdings, Inc.

10000 Avalon Boulevard, Suite 1000

Alpharetta, Georgia 30009

February 8, 2024

 VIA EDGAR

U.S. Securities and Exchange Commission

 Division of Corporation
Finance

 Office of Crypto Assets

 100 F Street, N.E.

Washington, D.C. 20549

 Attention: Sandra Hunter Berkheimer and
David Lin

Re:
 Bakkt Holdings, Inc.

Registration Statement on Form S-3

File No. 333-271361

Ladies and Gentlemen:

 Reference is made to our
letter, filed as correspondence via EDGAR on February 8, 2024, in which we requested the acceleration of the effective date of the above-referenced Registration Statement on Form S-3 for 4:30 p.m.,
on February 9, 2023, in accordance with Rule 461 under the Securities Act of 1933, as amended.

 We are no longer requesting that such
Registration Statement be declared effective at this time, and we hereby formally withdraw our request for acceleration of the effective date.

Please contact our counsel, Wilson Sonsini Goodrich & Rosati, P.C., by calling J. Matthew Lyons at (512) 338-5411 if you have any questions or concerns regarding the foregoing. We appreciate your assistance in this matter.

[Signature page follows]

 Sincerely,

 Bakkt Holdings, Inc.

 /s/ Gavin Michael

 Gavin Michael

 Chief Executive Officer

cc:
 Marc D’Annunzio, Bakkt Holdings, Inc.

Paul Simmons, Bakkt Holdings, Inc.

J. Matthew Lyons, Wilson Sonsini Goodrich & Rosati, P.C.

Austin March, Wilson Sonsini Goodrich & Rosati, P.C.

CORRESP
1
filename1.htm

CORRESP

 Bakkt Holdings, Inc.

10000 Avalon Boulevard, Suite 1000

Alpharetta, Georgia 30009

February 8, 2024

 VIA EDGAR

U.S. Securities and Exchange Commission

 Division of Corporation
Finance

 Office of Crypto Assets

 100 F Street, N.E.

Washington, D.C. 20549

 Attention: Sandra Hunter Berkheimer and
David Lin

Re:
 Bakkt Holdings, Inc.

Registration Statement on Form S-3

File No. 333-271362

Ladies and Gentlemen:

 Reference is made to our
letter, filed as correspondence via EDGAR on February 7, 2024, in which we requested the acceleration of the effective date of the above-referenced Registration Statement on Form S-3 for 4:30 p.m.,
on February 9, 2023, in accordance with Rule 461 under the Securities Act of 1933, as amended.

 We are no longer requesting that such
Registration Statement be declared effective at this time, and we hereby formally withdraw our request for acceleration of the effective date.

Please contact our counsel, Wilson Sonsini Goodrich & Rosati, P.C., by calling J. Matthew Lyons at (512) 338-5411 if you have any questions or concerns regarding the foregoing. We appreciate your assistance in this matter.

[Signature page follows]

Sincerely,

Bakkt Holdings, Inc.

 /s/ Gavin Michael

Gavin Michael

Chief Executive Officer

cc:
 Marc D’Annunzio, Bakkt Holdings, Inc.

Paul Simmons, Bakkt Holdings, Inc.

J. Matthew Lyons, Wilson Sonsini Goodrich & Rosati, P.C.

Austin March, Wilson Sonsini Goodrich & Rosati, P.C.

CORRESP
1
filename1.htm

CORRESP

 February 8, 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-1 on Form S-3 (File No. 333-261034)

Acceleration Request

   Requested Date:

Friday, February 9, 2024

   Requested Time:

4:30 P.M. Eastern Time

 Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities Act of 1933, as amended, Bakkt Holdings, Inc. (the “Company”) hereby requests
that the above-referenced Registration Statement (the “Registration Statement”) be declared effective at the “Requested Date” and “Requested Time” set forth above or at such later time as the Company or its
counsel may orally request via telephone call to the staff (the “Staff”) of the Division of Corporation Finance of the Securities and Exchange Commission (the “Commission”). Once the Registration Statement has been
declared effective, please orally confirm that event with our counsel, Wilson Sonsini Goodrich & Rosati, P.C., by calling J. Matthew Lyons at (512) 338-5411.

The Company understands that the Staff will consider this request as confirmation by the Company of its awareness of its responsibilities
under the federal securities laws as they relate to the offering of the securities covered by the Registration Statement.

 [Signature
page follows]

 * * * *

Sincerely,

BAKKT HOLDINGS, INC.

 /s/ Gavin Michael

Gavin Michael

Chief Executive Officer

Enclosures

cc (w/o enclosures):

Marc D’Annunzio, Bakkt Holdings, Inc.

Paul Simmons, Bakkt Holdings, Inc.

J. Matthew Lyons, Wilson Sonsini Goodrich & Rosati, P.C.

Austin March, Wilson Sonsini Goodrich & Rosati, P.C.

CORRESP
1
filename1.htm

CORRESP

 Bakkt Holdings, Inc.

10000 Avalon Boulevard, Suite 1000

Alpharetta, Georgia 30009

February 8, 2024

 VIA EDGAR

U.S. Securities and Exchange Commission

 Division of Corporation
Finance

 Office of Crypto Assets

 100 F Street, N.E.

Washington, D.C. 20549

 Attention: Sandra Hunter Berkheimer and
David Lin

Re:
 Bakkt Holdings, Inc.

Registration Statement on Form S-1 on Form S-3

File No. 333-261034

Ladies and Gentlemen:

 Reference is made to our
letter, filed as correspondence via EDGAR on February 8, 2024, in which we requested the acceleration of the effective date of the above-referenced Registration Statement on Form S-3 for 4:30 p.m.,
on February 9, 2023, in accordance with Rule 461 under the Securities Act of 1933, as amended.

 We are no longer requesting that such
Registration Statement be declared effective at this time, and we hereby formally withdraw our request for acceleration of the effective date.

Please contact our counsel, Wilson Sonsini Goodrich & Rosati, P.C., by calling J. Matthew Lyons at (512) 338-5411 if you have any questions or concerns regarding the foregoing. We appreciate your assistance in this matter.

[Signature page follows]

Sincerely,

Bakkt Holdings, Inc.

/s/ Gavin Michael

Gavin Michael

Chief Executive Officer

cc:
 Marc D’Annunzio, Bakkt Holdings, Inc.

Paul Simmons, Bakkt Holdings, Inc.

J. Matthew Lyons, Wilson Sonsini Goodrich & Rosati, P.C.

Austin March, Wilson Sonsini Goodrich & Rosati, P.C.

CORRESP
1
filename1.htm

CORRESP

 February 7, 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 (File No. 333-271362)

Acceleration Request

   Requested Date:

Friday, February 9, 2024

   Requested Time:

4:30 P.M. Eastern Time

 Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities Act of 1933, as amended, Bakkt Holdings, Inc. (the “Company”) hereby requests
that the above-referenced Registration Statement (the “Registration Statement”) be declared effective at the “Requested Date” and “Requested Time” set forth above or at such later time as the Company or its
counsel may orally request via telephone call to the staff (the “Staff”) of the Division of Corporation Finance of the Securities and Exchange Commission (the “Commission”). Once the Registration Statement has been
declared effective, please orally confirm that event with our counsel, Wilson Sonsini Goodrich & Rosati, P.C., by calling J. Matthew Lyons at (512) 338-5411.

The Company understands that the Staff will consider this request as confirmation by the Company of its awareness of its responsibilities
under the federal securities laws as they relate to the offering of the securities covered by the Registration Statement.

 [Signature
page follows]

 * * * *

Sincerely,

BAKKT HOLDINGS, INC.

 /s/ Gavin Michael

Gavin Michael

Chief Executive Officer

Enclosures

cc (w/o enclosures):

Marc D’Annunzio, Bakkt Holdings, Inc.

Paul Simmons, Bakkt Holdings, Inc.

J. Matthew Lyons, Wilson Sonsini Goodrich & Rosati, P.C.

Austin March, Wilson Sonsini Goodrich & Rosati, P.C.

CORRESP
1
filename1.htm

CORRESP

 February 7, 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 (File No. 333-271438)

 
 Acceleration Request

Requested Date:   Friday, February 9, 2024

Requested Time:  4:30 P.M. Eastern Time

Ladies and Gentlemen:

 Pursuant to Rule 461
under the Securities Act of 1933, as amended, Bakkt Holdings, Inc. (the “Company”) hereby requests that the above-referenced Registration Statement (the “Registration Statement”) be declared effective at the
“Requested Date” and “Requested Time” set forth above or at such later time as the Company or its counsel may orally request via telephone call to the staff (the “Staff”) of the Division of Corporation Finance of
the Securities and Exchange Commission (the “Commission”). Once the Registration Statement has been declared effective, please orally confirm that event with our counsel, Wilson Sonsini Goodrich & Rosati, P.C., by calling
J. Matthew Lyons at (512) 338-5411.

 The Company understands that the Staff will consider this
request as confirmation by the Company of its awareness of its responsibilities under the federal securities laws as they relate to the offering of the securities covered by the Registration Statement.

[Signature page follows]

* * * *

 Sincerely,

BAKKT HOLDINGS, INC.

/s/ Gavin Michael

Gavin Michael

Chief Executive Officer

 Enclosures

cc (w/o enclosures):

 Marc D’Annunzio, Bakkt Holdings, Inc.

 Paul
Simmons, Bakkt Holdings, Inc.

 J. Matthew Lyons, Wilson Sonsini Goodrich &
Rosati, P.C.

 Austin March, Wilson Sonsini Goodrich & Rosati, P.C.

CORRESP
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filename1.htm

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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

 February 1, 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 31, 2024,
from the staff (the “Staff”) of the Securities and Exchange Commission (the “SEC”) regarding the Registration Statements.

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.

 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

 Securities and Exchange Commission

February 1, 2024

  Page
 2

 Response Dated January 19, 2024

General

1.
 We reissue comment 3 of our letter dated June 12, 2023, in part. Please revise to disclose whether and
how the recent completion of Ethereum’s transition to Proof-of-Stake consensus has impacted your analysis, if any, of whether a particular crypto asset that you
make available on your platform is a “security” within the meaning of Section 2(a)(1) of the Securities Act.

Response:

 The Company
respectfully acknowledges the Staff’s comment and advises that it considered whether a crypto asset uses a proof-of-stake consensus mechanism as part of its review
of all crypto assets available on the Bakkt Crypto platform following the close of the Bakkt Crypto acquisition in April 2023. In response to the Staff’s comment, the Company proposes to revise the proposed disclosure appearing on page 17 of
Annex A to the Company’s January 19, 2024 letter (such Annex, “Annex A”) to include the emphasized language below:

[… Following the closing of our acquisition of Bakkt Crypto on April 1, 2023, and in light of regulatory developments, we
undertook an updated review of all crypto assets then available on the Bakkt Crypto platform and determined that it was appropriate to delist certain additional assets.] “This review took into account a number of factors, including:
(i) scores assigned to each crypto asset based on a rating framework that weighs various factors drawn from SEC and judicial sources; (ii) whether the crypto asset was
sold in an initial coin offering; (iii) whether the crypto asset was backed by a single entity; and (iv) whether the crypto asset used “proof of stake” validation.
Our review also accounted for the potential impacts of delisting on our clients and customers.” [We have also directed the delisting of certain crypto assets in response to charges recently filed by the SEC against crypto
asset exchanges alleging that those crypto assets are securities. …]

 Annex A

A crypto asset’s status as a “security” in any relevant jurisdiction…, page 11

2.
 We note your response to comment 13. Please revise your disclosure to identify the risk that you could be
subject to judicial or administrative sanctions for acting as a clearing agency without appropriate registration.

 Response:

 The Company respectfully acknowledges the Staff’s comment and advises that it proposes to revise its disclosure in such risk
factor, which appears on page 12 of Annex A, in response to the Staff’s comment with the emphasized language below:

[… A determination by the SEC, a foreign regulatory authority, or a court that an asset that we support for trading on
our platform constitutes a security may also result in a determination that we should remove such asset from our platform, as well as other assets that have similar characteristics to such asset deemed to be a security. In addition, we could be
subject to judicial or administrative sanctions for failing to offer or sell the asset in compliance with the registration requirements, or for acting as a broker, dealer, or national securities exchange without appropriate registration.]
“Similarly, the SEC has recently alleged that certain crypto asset exchanges have acted without appropriate registration as clearing agencies. Although our platform functions differently from those alleged to have functioned as unregistered
clearing agencies in actions brought by the SEC to date, we could face a similar action if the SEC and its staff take a different position with respect to our activities. An action for failure to register as a broker, dealer, national securities
exchange, or clearing agency when such registration was required could result in injunctions, cease and desist orders, as well as civil monetary penalties, fines and disgorgement, criminal liability and reputational harm.” [Customers
that traded such supported assets on our platform and suffered trading losses could also seek to rescind a transaction that we facilitated on the basis that it was conducted in violation of applicable law, which could subject us to
significant liability. …]

 2

 Securities and Exchange Commission

February 1, 2024

  Page
 3

 Liquidity Providers, page 22

3.
 Refer to your proposed disclosures on page 22 of Annex A. At the bottom of page 22, you state that Bakkt
Crypto settles with its liquidity providers on a daily or “other post-trade, non-real- time basis....” Please revise to clarify the frequency that, or the circumstances under which, Bakkt Crypto
settles with its liquidity providers at a frequency other than daily or intra-day, and discuss any risks associated with settling less frequently than daily.

Response:

 The Company respectfully
acknowledges the Staff’s comment and advises that it proposes to revise the proposed disclosure appearing on page 22 of Annex A to include the emphasized language below:

[Settlement is conducted on a net basis on the blockchain supporting the crypto asset. Bakkt Crypto is not required to pre-fund any transactions with liquidity providers.] Instead, Bakkt Crypto settles with liquidity providers on a daily basis; however, in instances where a liquidity
provider’s settlement balance is less than $30,000 for a given token, or $50,000 across all tokens, Bakkt Crypto will settle with those liquidity providers on the last business day of the applicable month, or when
the settlement balance exceeds those levels, if sooner. At settlement, fiat currency and crypto assets are exchanged to settle trading obligations from the previous period. [In periods of heavy trading volumes, Bakkt Crypto and the liquidity
providers may agree to perform more frequent settlements in order to decrease the exposure of unsettled transactions.]

 The Company
further advises that, due to the de minimis nature of Bakkt Crypto’s settlements occurring on a less-frequent-than-daily basis, the Company does not consider the risks associated with such settlements to be material.

Custody Services for the Crypto Assets Supported for Trading, page 23

4.
 Your response to comment 11 indicates, among others, that all of the keys for the cold wallets BitGo has
established to hold Bakkt Crypto assets are held by BitGo and stored in cold storage. However, we also note your proposed disclosure on page 23 of Annex A that “[u]nder the BitGo Custody Agreement, BitGo, at Bakkt Crypto’s direction,
establishes and maintains wallets for the storage of crypto assets, including cold wallets where BitGo holds a majority of the keys and a majority of those keys are stored offline...” (emphasis added). Please explain this apparent inconsistency
and revise your disclosure as necessary.

 Response:

The Company respectfully acknowledges the Staff’s comment and advises that it proposes to revise the proposed disclosure appearing on page
23 of Annex A to include the emphasized language below.

 3

 Securities and Exchange Commission

February 1, 2024

  Page
 4

 [Under the BitGo Custody Agreement, BitGo, at Bakkt Crypto’s direction, establishes
and maintains wallets for the storage of crypto assets, including cold wallets where BitGo holds] all of the keys, and all of those keys [are stored offline (“Vault”).]

Please direct any questions regarding the Company’s responses or the Registration Statements to J. Matthew Lyons at (512)
338-5411 or mlyons@wsgr.com or Austin March at (512) 338-5410 or amarch@wsgr.com.

Sincerely,

/s/ Wilson Sonsini Goodrich & Rosati, Professional Corporation

WILSON SONSINI GOODRICH & ROSATI, PROFESSIONAL CORPORATION

cc:
 Gavin Michael, Bakkt Holdings, Inc.

Marc D’Annunzio, Bakkt Holdings, Inc.

Paul Simmons, Bakkt Holdings, Inc.

 4

United States securities and exchange commission logo
January 31, 2024
Gavin Michael
Chief Executive Officer
Bakkt Holdings, Inc.
10000 Avalon Boulevard, Suite 1000
Alpharetta, GA 30009
Re:Bakkt Holdings, Inc.
Registration Statement on Form S-3
Filed April 21, 2023
Response Dated November 19, 2024
File No. 333-271361
Dear Gavin Michael:
            We have reviewed your January 19, 2024 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 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. Unless we note otherwise,
any references to prior comments are to comments in our January 11, 2024 letter.
Response Dated January 19, 2024
General
1.We reissue comment 3 of our letter dated June 12, 2023, in part. Please revise to disclose
whether and how the recent completion of Ethereum’s transition to Proof-of-Stake
consensus has impacted your analysis, if any, of whether a particular crypto asset that you
make available on your platform is a “security” within the meaning of Section 2(a)(1) of
the Securities Act.

 FirstName LastNameGavin Michael
 Comapany NameBakkt Holdings, Inc.
 January 31, 2024 Page 2
 FirstName LastName
Gavin Michael
Bakkt Holdings, Inc.
January 31, 2024
Page 2
Annex A
A crypto asset's status as a "security" in any relevant jurisdiction..., page 11
2.We note your response to comment 13. Please revise your disclosure to identify the risk
that you could be subject to judicial or administrative sanctions for acting as a clearing
agency without appropriate registration.
Liquidity Providers, page 22
3.Refer to your proposed disclosures on page 22 of Annex A. At the bottom of page 22, you
state that Bakkt Crypto settles with its liquidity providers on a daily or “other post-trade,
non-real- time basis...." Please revise to clarify the frequency that, or the circumstances
under which, Bakkt Crypto settles with its liquidity providers at a frequency other than
daily or intra-day, and discuss any risks associated with settling less frequently than daily.
Custody Services for the Crypto Assets Supported for Trading, page 23
4.Your response to comment 11 indicates, among others, that all of the keys for the cold
wallets BitGo has established to hold Bakkt Crypto assets are held by BitGo and stored in
cold storage. However, we also note your proposed disclosure on page 23 of Annex A that
"[u]nder the BitGo Custody Agreement, BitGo, at Bakkt Crypto’s direction, establishes
and maintains wallets for the storage of crypto assets, including cold wallets where BitGo
holds a majority of the keys and a majority of those keys are stored offline..." (emphasis
added). Please explain this apparent inconsistency and revise your disclosure as necessary.
            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

CORRESP
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Table of Contents

 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

Table of Contents

 Securities and Exchange Commission

January 19, 2024

  Page
 2

 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.

 2

Table of Contents

 Securities and Exchange Commission

January 19, 2024

  Page
 3

 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.

 3

Table of Contents

 Securities and Exchange Commission

January 19, 2024

  Page
 4

 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.

 4

Table of Contents

 Securities and Exchange Commission

January 19, 2024

  Page
 5

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

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

 FirstName LastNameGavin Michael
 Comapany NameBakkt Holdings, Inc.
 January 11, 2024 Page 2
 FirstName LastNameGavin Michael
Bakkt Holdings, Inc.
January 11, 2024
Page 2
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

 FirstName LastNameGavin Michael
 Comapany NameBakkt Holdings, Inc.
 January 11, 2024 Page 3
 FirstName LastNameGavin Michael
Bakkt Holdings, Inc.
January 11, 2024
Page 3
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

 FirstName LastNameGavin Michael
 Comapany NameBakkt Holdings, Inc.
 January 11, 2024 Page 4
 FirstName LastName
Gavin Michael
Bakkt Holdings, Inc.
January 11, 2024
Page 4
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

CORRESP
1
filename1.htm

CORRESP

 November 21, 2023

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 September 29, 2023, 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 August 2, 2023

 General

1.
 We note your response to comment 1 and the introductory portion of your response letter where you state that
you intend to include additional, or revised, disclosures in response to the staff’s comments in a Current Report on Form 8-K that you will incorporate by reference into the Form S-3. Please amend your Form S-3 to include the additional, or revised, disclosures in response to our comments directly therein.

Response:

 The Company respectfully advises the
Staff that including additional and revised disclosures directly in the Registration Statements in response to the Staff’s comments is neither required by Form S-3 nor useful to investors in light of the
evolving nature of the Company’s business and the crypto industry more generally.

 Consistent with the integrated disclosure system implemented by the SEC in 1982, Form S-3 allows a registrant to incorporate by reference its past and future reports filed under the Securities Exchange Act of 1934 (the “Exchange Act”) rather than having to amend or supplement its
Securities Act of 1933 (the “Securities Act”) registration statement and prospectus each time a material event occurs.

 Item 12(d) of
Form S-3 provides that “any information required in the prospectus in response to Item 3 through Item 11 of this Form may be included in the prospectus through documents filed pursuant to
Section 13(a), 14, or 15(d) of the Exchange Act that are incorporated or deemed incorporated by reference into the prospectus that is part of the registration statement.” This includes, for example, risk factors (Item 3) and any updates
required to reflect “material changes” in a registrant’s business (Item 11). It is customary for a registrant to rely on Item 12 and incorporate all required information and material updates through documents filed pursuant to
Section 13(a), 14, or 15(d) of the Exchange Act. As a shelf or resale registration statement on Form S-3 may be used over a period of three years (or longer), disclosure will become stale over time.
Directing investors to the most recently filed Exchange Act reports of the registrant incorporated by reference into the registration statement, consistent with the instructions to Item 12, eliminates duplicative disclosures while continuing to
provide material information. Requiring the Company to include selected disclosures in four separate registration statements that will be outdated with the Company’s next Form 10-K filing is not efficient
and will be costly for the Company. Moreover, it does not provide any meaningful benefit to investors and could result in investors looking at outdated disclosures in the Registration Statements rather than the more updated disclosures that are
contained in the Company’s Exchange Act filings.

 As discussed with the Staff, the Company proposes to include an update to its business activities
following its acquisition of Bakkt Crypto (the “Business Update”) in a future Exchange Act filing. The Business Update would include relevant information regarding Bakkt Crypto as well as the additional information responsive to the
Staff’s comments. Originally, the Company proposed filing the Business Update under Item 8.01 of Form 8-K, which would be automatically incorporated by reference into the Registration Statements. Based on
the Staff’s objection to that approach, the Company instead proposes to include the Business Update as Item 5. Other Information in an amendment to the Company’s recently filed Form 10-Q for the
quarter ended September 30, 2023 prior to the effectiveness of the Registration Statements. A draft of the Business Update is attached hereto as Annex A.

2.
 Please disclose your marketing efforts in connection with the Bakkt Crypto platform and clarify whether and
how you encourage customers to use the platform, including your digital engagement practices, addressing, without limitation:

•

 The analytical and technological tools and methods you use in connection with such practices and your use of
technology to develop and provide investment education tools;

•

 Whether any of such practices encourage retail investors to trade more often, invest in different crypto
assets or change investment strategies;

•

 Whether you use any optimization functions (e.g., to increase platform revenues, data collection and customer
engagement). To the extent your use of any optimization functions may lead to potential conflicts between your platform and investors, please add related risk factor disclosure; and

•

 Your data collection practices or those of your third-party service providers.

 2

 Response:

The Company proposes to revise its disclosure in response to the Staff’s comments. The proposed text is set forth below and included in Annex A under
“—Marketing.”

 “We market our platform to our Clients. We generally do not engage in any
direct-to-consumer marketing for the acquisition or engagement of end consumers, or Customers. As part of Client engagement, we may assist them in developing their
crypto assets marketing strategy but any such strategy is ultimately executed by Clients at their discretion. We also have a sponsorship agreement with Caesars Entertainment pursuant to which the theater at Planet Hollywood Resort & Casino
in Las Vegas is branded as the “Bakkt Theater.” However, potential Customers are not able to sign up directly with us and need to access our platform through a Client environment.

Clients may choose to market our crypto asset services to Customers. In order to ensure we comply with applicable laws and regulations, we
retain the right to review Customer-facing marketing materials proposed to be used by Clients. In specific instances, we require Clients to disclose the services we provide and the related risks in such materials.

We market our products and services to potential Clients using multiple
business-to-business channels, such as (i) Company-owned domains (e.g., our website and blog and its social media platforms), (ii) direct marketing,
including email marketing and targeted digital advertisements to potential Clients, and (iii) indirect marketing to potential clients via partnerships with existing Clients and other third parties to promote branding and product access for
potential clients through existing Client channels.

 Since Customers must agree to our terms of use in order to utilize the services
offered by our platforms, as part of Customer onboarding, we collect data about Customers from the applicable Client and/or Customer in accordance with our privacy policy. This data is used to complete required processes (e.g., Customer
Identification Program and Know Your Customer verification) and to service Customers.”

3.
 We note your disclosure in your Form 10-Q for the period ended
June 30, 2023 that you “provide custody services for Bakkt Crypto’s customers and for Bakkt Trust’s standalone custody customers.” Please also address custody services for customers of Bakkt Marketplace. In addition, we note
that you acquired Bumped Financial, LLC (renamed Bakkt Brokerage) in February 2023. Please clarify the activities engaged in, or expected to be engaged in, by Bakkt Brokerage.

Response:

 The Company proposes to revise its
disclosure in response to the Staff’s comments to clarify that custody services for Customers of Bakkt Marketplace are provided by Bakkt Trust Company LLC. The proposed text is set forth below and included in Annex A under
“—Institutional Client Business – Crypto Custody Services.”

 “Bakkt Trust currently provides custody services to
Customers of Bakkt Marketplace and to its own institutional customers with respect to bitcoin and ethereum and is in the process of expanding the list of crypto assets for which it provides custody services to include more of the crypto assets which
we support for trading. Pursuant to its coin listing policy, Bakkt Trust recently self-certified the provision of custody services for all of the crypto assets traded on Bakkt Crypto and Bakkt Marketplace. For a list of these crypto assets, see the
table for Bakkt Trust under “Crypto Assets and Services Offered by Bakkt” above.”

 3

 In addition, the Company respectfully advises the Staff that Bakkt Brokerage, LLC is not engaged in any
business activities at this time, although the Company maintains its registration as a U.S. broker-dealer. The Company has no current plans for Bakkt Brokerage, LLC to engage in future business activities. Any change in the Company’s plans will
need to comply with applicable rules and regulations.

4.
 Please revise your disclosure to discuss the capital requirements applicable to Bakkt Brokerage, LLC.

 Response:

 Because
Bakkt Brokerage is not engaged in any business activities and we have no current plans for it to engage in future business activities, we respectfully submit that it is not necessary to disclose the capital requirements applicable to Bakkt
Brokerage. The Company proposes to revise its disclosure to clarify the inactive status of Bakkt Brokerage. The proposed text is set forth below and included in Annex A under “—Corporate Structure.”

“We acquired Bumped Financial, LLC (renamed Bakkt Brokerage), a registered broker-dealer, in February 2023. Bakkt Brokerage is not engaged
in any business activities at this time, and we have no current plans for it to engage in future business activities.”

5.
 We note your disclosure on page 42 of your Form 10-Q for the period
ended June 30, 2023 that you receive “client platform fees.” Please revise your disclosure to clarify what these fees are for and who pays them.

Response:

 The Company proposes to revise its
disclosure in response to the Staff’s comment. The proposed text is set forth below and included in Annex A under “—Crypto Assets and Services Offered by Bakkt—Retail Customers – Crypto Asset Trading.”

“We have agreements with Clients that entitle us to receive recurring subscription revenues in the form of platform fees for the use of
our platforms by Clients and Customers.”

6.
 Please revise to describe the terms and provisions of your insurance policies, including insurance policies
covering the crypto assets that you hold on behalf of customers in wallets in your custody or with third-party custodians, including, the amount of coverage, term, termination provisions, renewal options and limitations on coverage.

 Response:

 The Company
proposes to revise its disclosure in response to the Staff’s comment. The proposed text is set forth below and included in Annex A under “—Insurance Matters.”

“We maintain types and amounts of insurance coverage that we believe are appropriate and consistent with customary industry practices. Our
insurance policies cover employee-related accidents and injuries, property damage, business interruption, storm damage, facilities, cyber, crime and liability deriving from our activities. Our insurance policies also cover directors’, employee
and fiduciary liability and officers’ liability.

 4

 We may also be covered for certain liabilities by insurance policies issued to third
parties, including, but not limited to, our dealers and vendors.

 With respect to crypto assets, we maintain crime insurance with
$100.0 million of coverage for amounts held in cold wallets and $25.0 million of coverage for amounts held in hot wallets, in each case, with a $1.0 million deductible. The policy term is one year, from July 1, 2023 to
June 30, 2024. The policy is non-cancellable, other than for (i) a change of control of the Company, (ii) bankruptcy or liquidation of the Company or
(iii) non-payment of premium by the Company. There are no automatic or guaranteed renewal provisions, although we expect to renew such coverage prior to its expiration, if possible. The policy contains
customary exclusions and limitations of coverage as per industry standards.”

7.
 We note your proposed disclosure that Bakkt Crypto account holders are able to purchase crypto assets, store
crypto assets in Bakkt Crypto-controlled wallets, liquidate their holdings, and transfer select crypto assets between a Bakkt Crypto-controlled wallet and external wallets in certain jurisdictions. Please revise your disclosure to clarify whether
there currently are, or in the future may be, any crypto assets that Bakkt account holders are able to purchase that cannot be transferred to an external wallet (i.e., off Bakkt Crypto’s platform). If any such crypto assets are currently known
or expected, please revise to affirmatively identify the same to the extent the information is material and reasonably available.

Response:

 The Company proposes to revise its
disclosure in response to the Staff’s comment. The proposed text is set forth below and included in Annex A under “ —Custody Services for the Crypto Assets Supported for Trading – External Transfers of Crypto Assets (through
Bakkt Crypto).”

 “Other than in the State of New York, all crypto assets that we make available to Customers are transferable to
external wallets, with the exception of Ethereum Classic (ETC) and Dogecoin (DOGE), which are under development and are expected to be supported for transfers in the first quarter of 2024. Because we have structured our platforms to be
Client-configurable in several aspects, each Client has the discretion to enable this transfer feature for its Customers. Crypto assets made available to Customers residing in the State of New York are not transferable to external wallets.”

8.
 We note your proposed disclosure under this heading that, “Bakkt Crypto offers consumers the
opportunity to purchase, store and sell virtual currencies through front-end trading platforms sponsored by Bakkt Crypto’s third-party partners.” Please revise to include diagrams, along with
narrative descriptions of how Bakkt Crypto’s business model works, including the different types of customer transactions and depicting the flow of funds between parties involved. Your discussion should clarify your role in the transaction
(e.g., principal vs. agent) and at what point(s) in the process commissions and fees are recognized and earned on all customer transactions. In addition, similar information should be provided reflecting all of the company’s rig

United States securities and exchange commission logo
September 29, 2023
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 21, 2023
Response Dated August 2, 2023
File No. 333-271361
Dear Gavin Michael:
            We have reviewed your August 2, 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 June 12, 2023 letter.
Response Dated August 2, 2023
General
1.We note your response to comment 1 and the introductory portion of your response letter
where you state that you intend to include additional, or revised, disclosures in response to
the staff's comments in a Current Report on Form 8-K that you will incorporate by
reference into the Form S-3. Please amend your Form S-3 to include the additional, or
revised, disclosures in response to our comments directly therein.
2.Please disclose your marketing efforts in connection with the Bakkt Crypto platform and
clarify whether and how you encourage customers to use the platform, including

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 Comapany NameBakkt Holdings, Inc.
 September 29, 2023 Page 2
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your digital engagement practices, addressing, without limitation:
•The analytical and technological tools and methods you use in connection with
such practices and your use of technology to develop and provide investment
education tools;
•Whether any of such practices encourage retail investors to trade more often, invest
in different crypto assets or change investment strategies;
•Whether you use any optimization functions (e.g., to increase platform revenues, data
collection and customer engagement). To the extent your use of any optimization
functions may lead to potential conflicts between your platform and investors, please
add related risk factor disclosure; and
•Your data collection practices or those of your third-party service providers.
3.We note your disclosure in your Form 10-Q for the period ended June 30, 2023 that you
“provide custody services for Bakkt Crypto's customers and for Bakkt Trust's standalone
custody customers.” Please also address custody services for customers of Bakkt
Marketplace. In addition, we note that you acquired Bumped Financial, LLC (renamed
Bakkt Brokerage) in February 2023. Please clarify the activities engaged in, or expected to
be engaged in, by Bakkt Brokerage.
4.Please revise your disclosure to discuss the capital requirements applicable to Bakkt
Brokerage, LLC.
5.We note your disclosure on page 42 of your Form 10-Q for the period ended June 30,
2023 that you receive “client platform fees.” Please revise your disclosure to clarify what
these fees are for and who pays them.
6.Please revise to describe the terms and provisions of your insurance policies, including
insurance policies covering the crypto assets that you hold on behalf of customers in
wallets in your custody or with third-party custodians, including, the amount of coverage,
term, termination provisions, renewal options and limitations on coverage.
7.We note your proposed disclosure that Bakkt Crypto account holders are able to purchase
crypto assets, store crypto assets in Bakkt Crypto-controlled wallets, liquidate their
holdings, and transfer select crypto assets between a Bakkt Crypto-controlled wallet and
external wallets in certain jurisdictions. Please revise your disclosure to clarify whether
there currently are, or in the future may be, any crypto assets that Bakkt account holders
are able to purchase that cannot be transferred to an external wallet (i.e., off Bakkt
Crypto’s platform). If any such crypto assets are currently known or expected, please
revise to affirmatively identify the same to the extent the information is material and
reasonably available.
Annex A
Business Updates
Apex Crypto Acquisition, page 1
8.We note your proposed disclosure under this heading that, “Bakkt Crypto offers

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 Comapany NameBakkt Holdings, Inc.
 September 29, 2023 Page 3
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Bakkt Holdings, Inc.
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consumers the opportunity to purchase, store and sell virtual currencies through front-end
trading platforms sponsored by Bakkt Crypto’s third-party partners.” Please revise to
include diagrams, along with narrative descriptions of how Bakkt Crypto’s business
model works, including the different types of customer transactions and depicting the flow
of funds between parties involved. Your discussion should clarify your role in the
transaction (e.g., principal vs. agent) and at what point(s) in the process commissions and
fees are recognized and earned on all customer transactions. In addition, similar
information should be provided reflecting all of the company’s rights or abilities to
borrow, pledge, repledge, hypothecate, rehypothecate, loan or invest the customer assets
as well as their own. In addition, and for example purposes only:
•Please revise to describe how transactions are executed and settled. Please also clarify
if Bakkt Crypto routes orders to other trading venues and whether customers are
required to pre-fund their transactions.
•Please revise to clarify how the Bakkt Crypto trading platform differs from or
interacts with the trading platform operated by Bakkt Marketplace, and clarify
whether or not it is your intent to combine these platforms.
•Please identify the third-party partners to which you refer and identify the role of
each third-party partner.
•You state that Bakkt Crypto is gauging demand for, among other things, “internal
and/or external wallet transfers of crypto assets, subject to risk assessment on
incoming and outgoing transfers.” Please clarify what this is intended to refer to and
how it differs from Bakkt Crypto’s existing operations.
•You state that a majority of the fintech partners with which Bakkt Crypto had an
agreement “are also part of Apex Fintech Solutions’ client network.” Please elaborate
on this statement and how it relates to Bakkt Crypto’s business.
•You state that “[i]n most cases, the agreements also contain provisions giving Bakkt
Crypto discretion in the choice of crypto assets offered to each partner through its
platform…” (emphasis added). Does this mean that, in some cases, Bakkt Crypto is
contractually obligated to provide services relating to certain crypto assets that it
might not otherwise support? If so, please discuss the regulatory risks associated with
these contractual provisions.
9.We note your references to "virtual currencies" and "crypto assets." To the extent you are
using these terms interchangeably, please revise your disclosure to use one term. If these
terms are instead being used to mean different things, please revise to define each term on
first use.
10.We note your proposed disclosure under this heading that you are gauging demand for
offering the following additional products or services in the near future to your customers:
•The opportunity to purchase, store and sell non-fungible tokens or NFTs;
•Services for customers in jurisdictions outside of the United States;
•Internal and/or external wallet transfers of crypto assets, subject to risk assessment on
incoming and outgoing transfers; and
•Enhanced capabilities on your trading platform, including support for larger

 FirstName LastNameGavin Michael
 Comapany NameBakkt Holdings, Inc.
 September 29, 2023 Page 4
 FirstName LastNameGavin Michael
Bakkt Holdings, Inc.
September 29, 2023
Page 4
orders and recurring buys, and extending the platform to support institutional
execution.
To the extent available, please revise to update the status of these potential products or
services, including timelines and anticipated costs to making them available to your
customers.
Crypto Assets and Services Offered by Bakkt, page 2
11.We note your table on page 3 identifying all of the crypto assets that you facilitate
transactions in. Please revise to also identify all of the crypto asset services that you offer
for each asset. Consider also using a table or chart to identify the corresponding services
for each asset.
12.We note your proposed disclosure that “[a]s of August 2, 2023, [you] have delisted, or
determined to delist, 37 of the 45 crypto assets that had historically been available for
trading on the Bakkt Crypto platform.”  Please revise to clarify the specific date or dates
on which the crypto assets were delisted.  Please also discuss how you expect those
delistings to impact your business and results of operations in future periods.
Crypto Services for Retail Customers, page 3
13.We note your proposed disclosure in response to comment 4 that you intend to expand
your services to include crypto payouts and crypto rewards. Please provide expanded
disclosure regarding these proposed services and disclose the steps necessary to introduce
each service. Also please disclose the expected timeline and associated costs and risks
related to the development and operation of each service.
14.We note your proposed disclosure that you are “evaluating opportunities to offer staking
(only to customers in jurisdictions outside of the United States).” Please tell us whether or
not you intend to have a staking program, and provide disclosure regarding any staking
program to the extent available. Please also disclose the expected timeline and associated
costs and risks related to the development and operation of a staking program. To the
extent that you may offer staking to your customers but do not have a timeline related to
the development of the staking program, in future filings, please disclose the factors you
will consider when determining whether and when to offer a staking program to your
customers.
Bakkt Rewards, page 3
15.Please revise to describe the material terms and conditions of the Bakkt Rewards program,
to the extent such material terms are currently known although not finalized. Please
address the following points, to the extent the information is material and reasonably
available:
•Discuss how the platform users earn crypto asset rewards or reward currencies
(e.g., points or miles);
•Disclose how and when you issue the crypto rewards or reward currencies to a

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 Comapany NameBakkt Holdings, Inc.
 September 29, 2023 Page 5
 FirstName LastNameGavin Michael
Bakkt Holdings, Inc.
September 29, 2023
Page 5
platform user’s account;
•Clarify whether you are considering expanding the available rewards to crypto assets
other than bitcoin;
•Noting your proposed disclosure that existing reward currencies (e.g., points or
miles) can be redeemed into crypto assets by platform users, please disclose the
exchange rate for redemption of reward currencies into crypto assets, whether it
is subject to change and, if so, how and when;
•Clarify what rewards other than crypto assets, if any, users are able to receive by
redeeming reward currencies;
•Clarify whether the reward currencies can be spent outside of your platform or have
monetary value outside of your platform; and
•Describe any other rights or benefits conferred by the reward currencies (e.g.,
expiration date, transferability, etc.).
Bakkt Payouts, page 3
16.Please disclose in greater detail how the Bakkt Payouts program will operate, including
how the crypto assets are acquired and whether this service will support all of the crypto
assets listed in the table on page 3. In addition, noting your proposed disclosure that Bakkt
intends to support "scheduled automatic buys," which you refer to as "Dollar Cost
Averaging," please revise to provide examples illustrating how this program operates.
Please also revise your risk factor disclosures regarding facilitating transactions in
securities to cover these services.
17.As a related matter, we note your proposed disclosure that this product is currently
pending the approval of the New York State Department of Financial Services. Please
revise to discuss the current status of the approval process, including any contingencies
needed to be resolved prior to obtaining approval, and the estimated timing of obtaining
approval.
Institutional Client Business - Crypto Custody Services, page 4
18.We note your proposed disclosure that Bakkt Trust intends to expand the list of crypto
assets for which it provides custody services to include more of the crypto assets which
you support for trading. Please revise your disclosure to specify which crypto assets Bakkt
Trust intends to provide custody services for going forward.
Policies and Procedures
Custody-Related Policies, page 4
19.We note your proposed disclosure under this heading that Bakkt Crypto makes use of
third-party providers of custodial services, including Coinbase Custody Trust Company,
LLC and BitGo Trust Company, to hold customer crypto assets as custodian…” However,
on page 39 of your most recent 10-Q you state that “we do not presently utilize third-party
custodians.” Please reconcile these statements.

 FirstName LastNameGavin Michael
 Comapany NameBakkt Holdings, Inc.
 September 29, 2023 Page 6
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Bakkt Holdings, Inc.
September 29, 2023
Page 6
20.Please file any agreement you have for the provision of custodial services as an exhibit to
the registration statement pursuant to Item 601(b)(10) of Regulation S-K.
21.Please revise to disclose the proportion of customer crypto assets that Bakkt Crypto self-
custodies using the Fireblocks Vault service, which you reference. Also please discuss the
material risks attendant to self-custodying customer crypto assets.
22.We note your proposed disclosure that you make use of third-party providers of custodial
services and that you also self custody customer crypto assets. Please revise to further
describe your custodial practices for crypto assets, including the items below:
•Discuss what portion of the crypto assets are held in hot wallets and cold
wallets, respectively, and whether there are differential storage practices with regard
to your own crypto asset holdings versus customers’;
•Disclose the geographic location where the crypto assets are held in cold wallets and
how the private keys are located;
•Disclose the material terms of your arrangements with each of Coinbase Custody
Trust Company, LLC and BitGo Trust Company as custodian, including,
without limitation: (i) in what manner the custodian is required to store your crypto
assets; (ii) whether it is contractually required to hold your crypto assets in cold
storage; (iii) what security precautions your custodian is required to undertake; and
(iv) what inspection rights you have. Also please clarify whether Bakkt Crypto
utilizes the custodial services of any third parties other than those you reference (i.e.,
Coinbase Custody Trust Company, LLC and BitGo Trust Company);
•Identify the person(s) that have access to the crypto assets and whether any persons
(e.g., auditors, etc.) are responsible for verifying the existence thereof. Also clarify
whether any insurance providers have inspection rights associated with the crypto
assets held in storage;
•Identify the person(s) that have the authority to release the proceeds from your
wallets; and
•Discuss how the existence, exclusive ownership and software functio

CORRESP
1
filename1.htm

CORRESP

 VPC Impact Acquisition Holdings

c/o Victory Park Capital Advisors, LLC

150 North Riverside Plaza, Suite 5200

Chicago, IL 60606

September 15, 2021

 VIA EDGAR

 Division of Corporation Finance

 Office of
Technology

 U.S. Securities and Exchange Commission

 100
F Street, NE

 Washington, DC 20549-3233

Re:
 VPC Impact Acquisition Holdings

 Amendment No. 5 to Registration Statement on Form S-1

 Filed September 15, 2021, as amended

 File No. 333-254935

Ladies and Gentlemen:

 Pursuant to
Rule 461 of the General Rules and Regulations of the Securities and Exchange Commission promulgated under the Securities Act of 1933, as amended, VPC Impact Acquisition Holdings hereby respectfully requests that the effective date of the
above-captioned Registration Statement on Form S-4, as amended (the “Registration Statement”) be accelerated to, and that the Registration Statement be declared effective at,
4:00 p.m., prevailing Eastern Time, on September 17, 2021, or as soon as practicable thereafter.

 Please call Era Anagnosti of
White & Case LLP at (202) 637-6274 to provide notice of the effectiveness of the Registration Statement.

[Signature Page Follows]

Very truly yours,

By:

/s/  John Martin

 Name:  John Martin

Title:    Chief Executive Officer and Chairman

cc:
 Era Anagnosti, White & Case LLP

[Signature Page to Acceleration Request]

CORRESP
1
filename1.htm

CORRESP

 September 15, 2021

VIA EDGAR

 United States Securities and Exchange
Commission

 Division of Corporation Finance

 Office of
Technology

 100 F Street NE

 Washington, D.C. 20549

Attn:
 Amanda Kim, Senior Staff Accountant

 Stephen Krikorian, Accounting Branch Chief

 Matthew Crispino, Staff Attorney

 Jan Woo, Legal Branch Chief

Re:
 VPC Impact Acquisition Holdings

 Amendment No. 4 to Registration Statement on Form S-4

 Filed September 3, 2021

 File No. 333-254935

Ladies and Gentlemen:

 On behalf of our client,
VPC Impact Acquisition Holdings, a Cayman Islands exempted company (the “Company”), we are writing to provide the Company’s response to the comment of the staff (the “Staff”) of the Division of
Corporation Finance of the United States Securities and Exchange Commission (the “Commission”) in its letter dated September 15, 2021 (the “Comment Letter”), with respect to the above-referenced
registration statement on Form S-4, initially filed on March 31, 2021 (the “Registration Statement”), as well as update some of the Company’s disclosures. We are concurrently
submitting via EDGAR this letter and Amendment No. 5 to the Registration Statement (the “Amended Registration Statement”).

For ease of reference, the comment contained in the Comment Letter is printed below in bold and is followed by the Company’s response.
Capitalized terms used but not defined herein have the meanings set forth in the Amended Registration Statement.

 United States Securities and Exchange Commission

September 15, 2021

 Amendment No. 4 to Form S-4

1.
 We note your response to prior comment 6. Because Bakkt’s business will be the business of VPC Impact
Acquisition Holdings following the business combination, investors voting on the business combination should have access to material information about Bakkt, including certain material contracts such as related party agreements, in order to make an
informed investment decision. Accordingly, please file the Triparty Agreement as an exhibit to the registration statement.

Response:

 In response
to the Staff’s comment, we have filed the Triparty Agreement, including the amendments thereto, as Exhibit 10.12 to the Amended Registration Statement.

* * *

 2

 United States Securities and Exchange Commission

September 15, 2021

 Please do not hesitate to contact Era Anagnosti at (202)
637-6274 of White & Case LLP with any questions or comments regarding this letter.

 Sincerely,

/s/ White & Case LLP

 WHITE & CASE LLP

 3

United States securities and exchange commission logo
September 15, 2021
Scott R. Zemnick
General Counsel
VPC Impact Acquisition Holdings
c/o Victory Park Capital Advisors, LLC
150 North Riverside Plaza, Suite 5200
Chicago, IL 60606
Re:VPC Impact Acquisition Holdings
Amendment No. 4 to Registration Statement on Form S-4
Filed September 3, 2021
File No. 333-254935
Dear Mr. Zemnick:
            We have reviewed your amended registration statement and have the following
comment.  In our comment, 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 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 comment, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our August 31, 2021 letter.
Amendment No. 4 to Form S-4
Item 21. Exhibits and Financial Statement Schedules, page II-1
1.We note your response to prior comment 6.  Because Bakkt's business will be the business
of VPC Impact Acquisition Holdings following the business combination, investors voting
on the business combination should have access to material information about Bakkt,
including certain material contracts such as related party agreements, in order to make an
informed investment decision.  Accordingly, please file the Triparty Agreement as an
exhibit to the registration statement.

 FirstName LastNameScott R. Zemnick
 Comapany NameVPC Impact Acquisition Holdings
 September 15, 2021 Page 2
 FirstName LastName
Scott R. Zemnick
VPC Impact Acquisition Holdings
September 15, 2021
Page 2
            You may contact Amanda Kim, Senior Staff Accountant, at (202) 551-3241 or
Stephen Krikorian, Accounting Branch Chief, at (202) 551-3488 if you have questions
regarding comments on the financial statements and related matters. Please contact Matthew
Crispino, Staff Attorney, at (202) 551-3456 or Jan Woo, Legal Branch Chief, at (202) 551-3453
with any other questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Era Anagnosti

CORRESP
1
filename1.htm

CORRESP

 September 3, 2021

VIA EDGAR

 United States Securities and Exchange
Commission

 Division of Corporation Finance

 Office of
Technology

 100 F Street NE

 Washington, D.C. 20549

Attn:
 Amanda Kim, Senior Staff Accountant

Stephen Krikorian, Accounting Branch Chief

Matthew Crispino, Staff Attorney

Jan Woo, Legal Branch Chief

Re:
 VPC Impact Acquisition Holdings

Amendment No. 3 to Registration Statement on Form S-4

Filed August 19, 2021

File No. 333-254935

Ladies and Gentlemen:

 On behalf of our client,
VPC Impact Acquisition Holdings, a Cayman Islands exempted company (the “Company”), we are writing to provide the Company’s responses to the comments of the staff (the “Staff”) of the Division of Corporation Finance of
the United States Securities and Exchange Commission (the “Commission”) in its letter dated August 31, 2021 (the “Comment Letter”), with respect to the above-referenced registration statement on Form S-4, initially filed on March 31, 2021 (the “Registration Statement”) and amended on August 19, 2021. We are concurrently submitting via EDGAR this letter and Amendment No. 4 to the
Registration Statement (the “Amended Registration Statement”).

 For ease of reference, each comment contained in the
Comment Letter is printed below in bold and is followed by the Company’s response. All page references in the responses set forth below refer to page numbers in the Amended Registration Statement. Capitalized terms used but not defined herein
have the meanings set forth in the Amended Registration Statement.

 Amendment No. 3 to Form S-4

 Information about Bakkt

 The
Company, page 270

 United States Securities and Exchange Commission

September 3, 2021

1.
 Please revise the introductory discussion of Bakkt’s business to include a bullet point list explaining
how the company currently generates revenue and how it expects to generate revenue in the future. Include the following:

•

 Disclose the percentage of revenue that Bakkt currently generates from its loyalty redemption service;

•

 Disclose clearly that revenue from Bakkt’s other offerings are currently immaterial;

•

 Describe how Bakkt will generate revenue through its consumer app; and

•

 Explain why Bakkt believes crypto trades will be a significant driver of its future revenue.

 For example, we note the statement in your July 9th response letter that “The consumer app is separate
from, and the buy/sell activity on Bakkt Marketplace does not provide consumers with access to, Bakkt’s institutionally-focused offerings. The current level of activity on the app is immaterial.”

Response:

 The Company
has revised the Amended Registration Statement accordingly on pages 271, 272 and 273 and, also on page 272, has included additional detail regarding more recent activity by Bakkt related to its ongoing partnership negotiations and onboarding
efforts.

 Our Relationship with ICE and the Triparty Agreement, page 291

2.
 We note your reference to “our physically-delivered bitcoin futures contracts and the options contracts
that are based on those futures contracts (collectively, “PDF Contracts”). Since you are the agent under the Triparty Agreement, clarify why you reference the PDF Contracts as being your contracts. Your customers are IFUS and ICUS under
this agreement. Please revise your disclosure here and on page 289.

 Response:

The Company has revised the Amended Registration Statement accordingly on pages 289 and 291.

Revenue Recognition

 Triparty Agreement,
page F-60

 2

 United States Securities and Exchange Commission

September 3, 2021

3.
 In order to help us evaluate your response 5, please revise your accounting policy disclosure (and make
corresponding revision as necessary throughout the filing) to more clearly articulate the nature of your promises by:

•

 Clarifying the distinction, if any, between the custody function and the warehousing function. We note page 51
defines the Bakkt Warehouse as “the custody operations conducted by Bakkt Trust,” thus it is unclear whether the reference to warehousing is meant to describe a promise incremental to the promise to provide custody and promises
(i) through (vi);

•

 Clarifying when for a PDF Contract you commence providing custody (e.g. only upon maturity of the PDF
Contract);

•

 As a follow-up to the preceding bullet, clarifying the meaning of
promise (iii), which refers to accepting bitcoin deposits, and its relationship to the custody service you provide. For example, is promise (iii) stating that you accept bitcoin deposits for a PDF contract between contract execution and its
settlement or maturity, such that you provide custody prior to contract settlement or maturity?

•

 Clarifying whether all promises, other than custody, are completed within the one month PDF contract period;
and

•

 Revising the description of promise (ii) to clarify to whom you provide custody service. We note that the
preceding sentence states that Bakkt’s customers under the TriParty Agreement are IFUS and ICUS and that promise (ii) includes “ensuring safe storage of bitcoin for PDF Contract Traders.”

Response:

 The Company
has revised Bakkt’s consolidated financial statements in the Amended Registration Statement accordingly on pages F-60 and F-61 and has made conforming revisions on
pages 286, 291, 312 and 313 and in Bakkt’s unaudited interim consolidated financial statements on pages F-100 and F-101. The Company also respectfully advises the
Staff that Bakkt’s custody function and its warehousing function are the same. “Bakkt Warehouse” is the brand Bakkt uses in connection with its custody services, as explained in page 271 of the Amended Registration Statement.

4.
 In order to help us evaluate your response 7 related to recognition, please revise your disclosure to:

•

 Clarify whether you are applying the practical expedient described in ASC 606-10-10-4.

•

 Clarify what you mean in the description of the average obligation period by the phrase “until the PDF
Contract is settled by the PDF Contract Trader”

 3

 United States Securities and Exchange Commission

September 3, 2021

and how that point in time relates to the maturity of the PDF contract. For example, the description of promise (ii) refers to when PDF Contracts settle through physical delivery, which
occurs upon maturity, and notes that a number of PDF contracts settle prior to maturity.

 Response:

The Company has revised Bakkt’s consolidated financial statements on pages F-60, F-61 and F-63 of the Amended Registration Statement and has made conforming revisions on pages 286, 312, 313 and 315 and in Bakkt’s unaudited interim consolidated
financial statements on pages F-100, F-101 and F-104.

5.
 It is unclear from response 6 your basis for asserting that a single performance obligation exists. In order
to help us evaluate your response, please either explain to us whether the timing and amount of recognition of revenue would change materially if custody and/or promises (i) through (vi) were separate performance obligations and
the reasons why or why not or provide an accounting analysis supportive of your conclusion that a single performance obligation exists.

Response:

 As disclosed
in the Amended Registration Statement, the Company respectfully advises the Staff that Bakkt has never reported positive revenue from the Triparty Agreement. Revenue from the Triparty Agreement has decreased on both a gross and net basis from 2020
to 2021 due to a reduction in incentives and rebates, which in turn has resulted in a decline in volume, and as such the revenue generated under the Triparty Agreement is immaterial in 2021.

As disclosed on page 313 of the Amended Registration Statement, Bakkt has concluded that it has a single performance obligation to provide a
stand-ready custody function that supports the trading and clearing services as required for the PDF Contracts for PDF Contract Traders, so that IFUS can execute its trading services and ICUS can clear and arrange for the settlement of the PDF
Contracts. Bakkt has concluded that the related activities that collectively comprise this single performance obligation are not separately identifiable within the context of the Triparty Agreement, as all are necessary in order for IFUS and ICUS to
offer PDF Contracts. This is consistent with the basis for conclusions in ASU 2016-10, BC 33.b, regarding the evaluation of whether two or more promises in a contract are separately identifiable. Similar to
the rationale in the basis for conclusions, in order for IFUS and ICUS to receive the intended benefit of custody, Bakkt must have the custody services available at the time of the execution of the PDF Contract and be able to accept and store the
bitcoin once the PDF Contract has been settled. The ability for IFUS and ICUS to derive the intended benefit of Bakkt’s custody services depends on Bakkt fulfilling all promises collectively, and not each promise separately, under the
contract.

 4

 United States Securities and Exchange Commission

September 3, 2021

 Further, for the reasons described below, the Company respectfully advises the Staff that,
even if promises (i) through (vi) were considered separate performance obligations, rather than a single performance obligation as Bakkt has concluded, the timing and amount of revenue recognition would not materially change. Also, for the
reasons described below, the timing and amount of revenue recognition would not materially change if promise (vi), which is related to providing custody for physically delivered bitcoin, was considered a separate performance obligation from promises
(i) through (v), which are related to the stand-ready custody services.

 Each PDF Contract is for one bitcoin. IFUS and ICUS pay
Bakkt fees are on a per-contract basis. Approximately 96% of PDF Contracts are traded and settled within the month of trade execution and less than 1% of PDF Contracts on a monthly basis go to maturity and
require physical delivery of bitcoin.

 Promises (i) through (v) extend from trade execution through settlement. As noted above, since
the inception of trading in September 2019, approximately 96% of PDF Contracts were settled in the month they were executed. The Triparty Agreement revenue inclusive of discounts associated with the PDF Contracts that remain open the month after
they were executed represented 3.2%, (0.2)% and 0.1% of Bakkt’s total revenue in 2019, 2020 and the six months ended June 30, 2021, respectively. As such, Bakkt believes that deferral of that revenue for longer than the average one-month performance obligation would not materially change the timing and amount of revenue recognition.

Furthermore, as noted above, less than 1% of PDF Contracts on a monthly basis go to maturity and require physical delivery of bitcoin. The
inception to date gross revenue (i.e., prior to rebates that are netted as contra-revenue) associated with all PDF Contracts that have gone to physical settlement is less than $15,000, which is immaterial to Bakkt’s financial statements.
Therefore, any allocation of this revenue to a separate performance obligation with a separate performance obligation period would also be immaterial.

Given the short duration of the PDF Contract Trade lifecycle, the overall insignificance of Triparty Agreement revenues, and the fact that all
of the promises made under the custody service must be delivered in order to have a PDF Contract, we believe accounting for Triparty Agreement performance obligations as a single performance obligation over the average performance period results in
appropriate revenue recognition under ASC 606.

 5

 United States Securities and Exchange Commission

September 3, 2021

6.
 Please file as an exhibit your Digital Currency Trading, Clearing, and Warehouse Services Agreement with
IFUS and ICUS (the “Triparty Agreement”).

 Response:

The Company acknowledges the Staff’s comment and advises the Staff that it considered whether to file the Triparty Agreement as an
exhibit to the Amended Registration Statement pursuant to Item 601 of Regulation S-K, and concluded that it is not required to file such agreement as an exhibit to the Amended Registration Statement. As of the
date of effectiveness of the Amended Registration Statement, the Company will not be a party to the Triparty Agreement, will not have succeeded as a party to such agreement by assumption or assignment, and will not have a beneficial interest in such
agreement as would otherwise be required by Item 601(b)(10)(i)(B) of Regulation S-K. We also note for the Staff that Item 17 In Part C of Form S-4, which requires
disclosure of information about the company being acquired, does not require the filing of agreements material to the acquired company’s business as exhibits to a registrant’s registration statement. Additionally, the Company also
considered the guidance provided by Regulation S-K Compliance and Disclosure Interpretation #246.08, and believes that the guidance does not apply to the transaction described in the Amended Registration
Statement because such guidance is limited to a “joint Form S-4 registration statement for a stock-for-assets
acquisition.”

 The Company also acknowledges its obligations under the Securities Act of 1933, as amended and Rule 408 thereunder
regarding the requirement, among others, that a registration statement include all material information that is necessary to make the required statements contained therein, in light of the circumstances under which they are made, not misleading. To
that end, the Company believes that the summary of the Triparty Agreement contained on pages 291, 292 and 312-314 of the Amended Registration Statement contains all of the information related to this agreement
that a shareholder would reasonably consider to be relevant when making a decision as to how to vote such shareholder’s shares. Accordingly, the filing of the Triparty Agreement itself will not add to the shareholders’ understanding of the
requirements of the agreement applicable to Bakkt’s business, given the extensive summary of such requirements in the Amended Registration Statement, and therefore will serve no useful purpose to the voting shareholders. Finally, upon the
closing of the Business Combination, Bakkt Holdings, Inc. will file its material agreements as exhibits to the “Super 8-K” in accordance with the requirements of Item 5.01 of Form 8-K and Item 15(b) of Form 10.

 * * *

 6

 United States Securities and Exchange Commission

September 3, 2021

 Please do not hesitate to contact Era Anagnosti at (202)
637-6274 of White & Case LLP with any questions or comments regarding this letter.

 Sincerely,

/s/ White & Case LLP

 WHITE & CASE LLP

 7

United States securities and exchange commission logo
August 31, 2021
Scott R. Zemnick
General Counsel
VPC Impact Acquisition Holdings
c/o Victory Park Capital Advisors, LLC
150 North Riverside Plaza, Suite 5200
Chicago, IL 60606
Re:VPC Impact Acquisition Holdings
Amendment No. 3 to Registration Statement on Form S-4
Filed August 19, 2021
File No. 333-254935
Dear Mr. Zemnick:
            We have reviewed your amended registration statement 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 August 9, 2021 letter.
Amendment No. 3 to Form S-4
Information about Bakkt
The Company, page 270
1.Please revise the introductory discussion of Bakkt's business to include a bullet point list
explaining how the company currently generates revenue and how it expects to generate
revenue in the future.  Include the following:
•Disclose the percentage of revenue that Bakkt currently generates from its loyalty
redemption service;
•Disclose clearly that revenue from Bakkt's other offerings are currently immaterial;
•Describe how Bakkt will generate revenue through its consumer app; and

 FirstName LastNameScott R. Zemnick
 Comapany NameVPC Impact Acquisition Holdings
 August 31, 2021 Page 2
 FirstName LastNameScott R. Zemnick
VPC Impact Acquisition Holdings
August 31, 2021
Page 2
•Explain why Bakkt believes crypto trades will be a significant driver of its future
revenue.
For example, we note the statement in your July 9th response letter that “The consumer
app is separate from, and the buy/sell activity on Bakkt Marketplace does not provide
consumers with access to, Bakkt’s institutionally-focused offerings. The current level of
activity on the app is immaterial.”
Our Relationship with ICE and the Triparty Agreement, page 291
2.We note your reference to "our physically-delivered bitcoin futures contracts and the
options contracts that are based on those futures contracts (collectively, “PDF
Contracts”).  Since you are the agent under the Triparty Agreement, clarify why you
reference the PDF Contracts as being your contracts.  Your customers are IFUS and ICUS
under this agreement.  Please revise your disclosure here and on page 289.
Revenue Recognition
Triparty Agreement, page F-60
3.In order to help us evaluate your response 5, please revise your accounting policy
disclosure (and make corresponding revision as necessary throughout the filing) to more
clearly articulate the nature of your promises by:
•Clarifying the distinction, if any, between the custody function and the warehousing
function.  We note page 51 defines the Bakkt Warehouse as “the custody operations
conducted by Bakkt Trust,” thus it is unclear whether the reference to warehousing is
meant to describe a promise incremental to the promise to provide custody and
promises (i) through (vi);
•Clarifying when for a PDF Contract you commence providing custody (e.g. only
upon maturity of the PDF Contract);
•As a follow-up to the preceding bullet, clarifying the meaning of promise (iii), which
refers to accepting bitcoin deposits, and its relationship to the custody service you
provide.  For example, is promise (iii) stating that you accept bitcoin deposits for a
PDF contract between contract execution and its settlement or maturity, such that you
provide custody prior to contract settlement or maturity?
•Clarifying whether all promises, other than custody, are completed within the one
month PDF contract period; and
•Revising the description of promise (ii) to clarify to whom you provide custody
service.  We note that the preceding sentence states that Bakkt’s customers under the
TriParty Agreement are IFUS and ICUS and that promise (ii) includes “ensuring safe
storage of bitcoin for PDF Contract Traders.”
4.In order to help us evaluate your response 7 related to recognition, please revise your
disclosure to:
•Clarify whether you are applying the practical expedient described in ASC 606-10-
10-4.
•Clarify what you mean in the description of the average obligation period by the

 FirstName LastNameScott R. Zemnick
 Comapany NameVPC Impact Acquisition Holdings
 August 31, 2021 Page 3
 FirstName LastName
Scott R. Zemnick
VPC Impact Acquisition Holdings
August 31, 2021
Page 3
phrase “until the PDF Contract is settled by the PDF Contract Trader” and how that
point in time relates to the maturity of the PDF contract.  For example, the description
of promise (ii) refers to when PDF Contracts settle through physical delivery, which
occurs upon maturity, and notes that a number of PDF contracts settle prior to
maturity.
5.It is unclear from response 6 your basis for asserting that a single performance obligation
exists.  In order to help us evaluate your response, please either explain to us whether the
timing and amount of recognition of revenue would change materially if custody and/or
promises (i) through (vi) were separate performance obligations and the reasons why or
why not or provide an accounting analysis supportive of your conclusion that a single
performance obligation exists.
Item 21. Exhibits and Financial Statement Schedules, page II-1
6.Please file as an exhibit your Digital Currency Trading, Clearing, and Warehouse Services
Agreement with IFUS and ICUS (the “Triparty Agreement”).
            You may contact Amanda Kim, Senior Staff Accountant, at (202) 551-3241 or Stephen
Krikorian, Accounting Branch Chief, at (202) 551-3488 if you have questions regarding
comments on the financial statements and related matters. Please contact Matthew Crispino,
Staff Attorney, at (202) 551-3456 or Jan Woo, Legal Branch Chief, at (202) 551-3453 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Era Anagnosti

CORRESP
1
filename1.htm

CORRESP

 August 18, 2021

VIA EDGAR

 United States Securities and Exchange
Commission

 Division of Corporation Finance

 Office of
Technology

 100 F Street NE

 Washington, D.C. 20549

Attn:
 Amanda Kim, Senior Staff Accountant

 Stephen Krikorian, Accounting Branch Chief

 Matthew Crispino, Staff Attorney

 Jan Woo, Legal Branch Chief

Re:
 VPC Impact Acquisition Holdings

 Correspondence dated August 4, 2021

 Amendment No. 2 to Registration Statement on Form S-4

 Filed July 9, 2021

 File No. 333-254935

Ladies and Gentlemen:

 On behalf of our client,
VPC Impact Acquisition Holdings, a Cayman Islands exempted company (the “Company”), we are writing to provide the Company’s responses to the comments of the staff (the “Staff”) of the
Division of Corporation Finance of the United States Securities and Exchange Commission (the “Commission”) with respect to the above-referenced registration statement on
Form S-4, initially filed on March 31, 2021 (the “Registration Statement”) and related supplemental response dated August 4, 2021, contained in the Staff’s letter
dated August 9, 2021 (the “Comment Letter”). We are concurrently submitting via EDGAR this letter and Amendment No. 3 to the Registration Statement (the “Amended Registration Statement”)

For ease of reference, each comment contained in the Comment Letter is printed below in bold and is followed by the Company’s response.
All page references in the responses set forth below refer to page numbers in the Amended Registration Statement. Capitalized terms used but not defined herein have the meanings set forth in the Amended Registration Statement.

Response Letter dated August 4, 2021

Management’s Discussion and Analysis of Financial Condition and Results of Operations of

Bakkt, page 283

1.
 Please add a discussion to your Digital Asset Marketplace, Loyalty Redemption, and Alternative Payment
Method disclosure to describe how you recognize revenue for each of these offerings. The overview section should bridge your discussion between your business offering and how revenue is recognized. Also, please add a statement
that substantially all your revenue is recognized from the Loyalty program. As it relates to custody, note that revenue is immaterial with “less than 1% of PDF Contracts go to contract maturity.” Also, note that the remaining
revenue is recognized from providing services to IFUS and ICUS under the Triparty Agreements.

 United States Securities and Exchange Commission

August 18, 2021

Response:

 The Company
respectfully acknowledges the Staff’s comment and has concurrently revised pages 286-287, 312-314 of the Amended Registration Statement and has made conforming revisions to Bakkt’s Consolidated
Financial Statements and Bakkt’s Unaudited Interim Consolidated Financial Statements beginning on pages F-60 and F-100 of the Amended Registration Statement,
respectively, to address the Staff’s Comment 1.

 As it relates to custody and PDF Contracts, respectively, the Company has added
disclosure stating that (i) the standalone custody revenue is currently immaterial (on page 286), and (ii) less than 1% of PDF Contracts go to contract maturity (on page 292, with conforming disclosure on pages 286, 313, F-60 and F-101). However, the Company respectfully suggests that, technically, these two facts are unrelated, as further explained below.

Bakkt does not charge a separate custody fee to parties that trade PDF Contracts. Bakkt earns direct custody revenue only with respect to
“standalone” custody that it offers directly to third party customers (which generates the revenue discussed on page 314 of the Amended Registration Statement), which is unrelated to the PDF Contracts. Further, whether or not any
particular PDF Contract goes to maturity, Bakkt earns net revenue from IFUS and ICUS, as applicable, with respect to that PDF Contract. The Company has revised the Amended Registration Statement on pages 286, 314,
F-61 and F-102 to enhance these disclosures.

2.
 Revise to discuss the Triparty Agreement and the related party nature of this arrangement. This
disclosure should include, but not limited to, describing the promised goods or services that you provide (i.e., custody and bullets identified in your response 2(c)) and the reasons for negative revenue. In addition, your results of operations
disclosure should separately discuss and analyze the revenue recognized under this agreement.

 Response:

The Company has revised pages 286, 291-292, 294, 297, 301 and 312-314 of the Amended Registration
Statement and has made conforming revisions to Bakkt’s Consolidated Financial Statements and Bakkt’s Unaudited Interim Consolidated Financial Statements beginning on pages F-60 and F-100 of the Amended Registration Statement, respectively, and Note 7 – Related Parties to Bakkt’s Consolidated Financial Statements and Bakkt’s Unaudited Interim Consolidated
Financial Statements on pages F-76 and F-112-F-113 of Amended Registration
Statement, respectively.

 2

 United States Securities and Exchange Commission

August 18, 2021

3.
 Based on your financial projections, we note that you expect to generate a substantial portion of your
revenue in 2021 in Crypto Trades, which are sales of cryptocurrency in which Bakkt acts as the principal in transactions with its third-party trading relationships and consumers using its app. Discuss the material risks and uncertainties related to
your plans to rely on Crypto Trades as a significant driver of your business. To the extent known, discuss the “certain additional cryptocurrencies” that you intend to include in the third quarter of 2021. For aspects of your business that
did not generate positive revenue, discuss the circumstances that need to occur to begin generating positive revenue.

Response:

 The Company
respectfully advises the Staff that it has revised the Amended Registration Statement on pages 287 and 288 to describe the material risks and uncertainties related to the significant drivers of Bakkt’s business generally, including, but
not limited to, those related to crypto trades. The Company also informs the Staff that Bakkt expects that revenues related to transactions, crypto trades, subscriptions and services all will be significant drivers of Bakkt’s business. As such,
the Company has revised its disclosure to state that the risks and uncertainties related to each of the Company’s revenue-generating activities are largely the same.

The Company has revised the Amended Registration Statement on pages 271, 272, 286 and 287 to explain the ongoing regulatory process
undertaken in connection with adding more cryptocurrencies to its platform, including to clarify that it now anticipates adding such cryptocurrencies in the fourth (rather than the third) quarter of 2021. The Company respectfully advises the Staff
that, at this time, Bakkt cannot publicly identify which cryptocurrencies it plans to add to its platform in the fourth quarter of 2021. Bakkt cannot begin its formal process to evaluate adding new cryptocurrencies to its platform until
New York State Department of Financial Services (“NYSDFS”) has approved Bakkt’s proposed risk assessment process for making that determination, which has already been submitted to NYSDFS for review. Following
receipt of NYSDFS’s approval of its risk assessment process, Bakkt expects to complete its evaluation of potential new cryptocurrencies and determine which cryptocurrencies it proposes to add to its platform. Once it does so, that determination
will also be subject to final approval by NYSDFS. Bakkt currently expects to have completed this process (including the associated NYSDFS reviews) and to add the new cryptocurrencies during the fourth quarter of 2021.

With respect to the Staff’s comment to discuss the circumstances that need to occur for Bakkt to begin generating positive revenue for the
aspects of its business that currently do not generate positive revenue, the Company has revised the Amended Registration Statement on pages 291 and 292 to describe the nature of the revenue it receives under the Triparty Agreement and the
circumstances that Bakkt believes need to occur for Bakkt to begin generating positive revenue for such activities.

 3

 United States Securities and Exchange Commission

August 18, 2021

Revenue Recognition

 Triparty Agreement, page F-259

4.
 Revise your statement that “you recognize revenue…for trading and clearing
services” to agree to your performance obligations as outline in your response 2(c) for Bakkt Trust. In this regard, we note your representation that you are not providing the trading and clearing services. Make corresponding revision
throughout your filing.

 Response:

The Company has revised Note 2 – Summary of Significant Accounting Policies – Revenue Recognition –
Triparty Agreement to Bakkt’s Consolidated Financial Statements and Bakkt’s Unaudited Interim Consolidated Financial Statements beginning on pages F-60 and
F-100 of the Amended Registration Statement, respectively, and has made corresponding revisions to Note 7 – Related Parties to Bakkt’s Consolidated Financial Statements and
Bakkt’s Unaudited Interim Consolidated Financial Statements on pages F-76 and
F-112-F-113 of Amended Registration Statement, respectively, and on pages 286, 291, 305, 312 and 313 of the Amended
Registration Statement.

5.
 Please clarify the meaning of “help facilitate the trading and clearing services of IFUS and ICUS”
by identifying your promised goods or services. For example, are your promised goods and services outlined in 2(c) and custody?

Response:

 The Company
has revised Note 2 – Summary of Significant Accounting Policies – Revenue Recognition – Triparty Agreement to Bakkt’s Consolidated Financial Statements and Bakkt’s Unaudited Interim Consolidated
Financial Statements beginning on pages F-60 and F-100 of the Amended Registration Statement, respectively, and has made corresponding revisions on pages 312
and 313 of the Amended Registration Statement.

6.
 Revise your revenue recognition footnote for the Triparty agreement to describe your performance
obligations. In this regard, the current disclosure focuses more on the tasks and duties of IFUS and ICUS instead of on your task and duties. This disclosure should clearly articulate what promised goods or services are distinct, how many
performance obligations you have, and what promised goods or services are included in each performance obligation.

Response:

 The Company
has revised Note 2 – Summary of Significant Accounting Policies – Revenue Recognition – Triparty Agreement to Bakkt’s Consolidated Financial Statements and Bakkt’s Unaudited Interim Consolidated
Financial Statements on pages beginning F-60 and F-100 of the Amended Registration Statement, respectively, and has made corresponding revisions on pages 312-314 of
the Amended Registration Statement.

 4

 United States Securities and Exchange Commission

August 18, 2021

7.
 Please clarify when you recognize revenue for each performance obligation in the Triparty Agreement and what
the ASC 606 contract period is for each performance obligation. Also, revise to state whether revenue is recognized at a point in time or over time.

Response:

 The Company
has revised Note 2 – Summary of Significant Accounting Policies – Revenue Recognition – Triparty Agreement to Bakkt’s Consolidated Financial Statements and Bakkt’s Unaudited Interim Consolidated
Financial Statements beginning on pages F-60 and F-100 of the Amended Registration Statement, respectively, and has made corresponding revisions on page 313 of
the Amended Registration Statement.

8.
 Please disclose the transaction price for each performance obligation. We note that in your statement in
response to 2(b) the transaction price is 100% of the trading and clearing fees collected by IFUS and ICUS less rebates and incentive payments made by IFUS and ICUS to their customers. Also, disclose your obligation to make the shortfall payment
describe in note 7 and include your assertion that you recognize this payment as a reduction of revenue because such payments are made to your customers, IFUS and ICUS, and you do not receive a distinct good or service for such payment.

 Response:

The Company has revised Note 2 – Summary of Significant Accounting Policies – Revenue Recognition –
Triparty Agreement to Bakkt’s Consolidated Financial Statements and Bakkt’s Unaudited Interim Consolidated Financial Statements beginning on pages F-60 and
F-100 of the Amended Registration Statement, respectively, and has made corresponding revisions on page 313 of the Amended Registration Statement.

9.
 Please confirm whether our understanding of your response is correct that the rebates and incentive payments
are part of the transaction price and the shortfall payment is consideration payable to your customer and make corresponding revision to your proposed disclosure discussing variable consideration on page 17. Also, we note your reference that
you generally do not need to estimate, describe instances where you do need to make estimates and whether those instances are material.

Response:

 The Company
respectfully advises the Staff that Bakkt records the rebates and incentives payments each month based on the actual trading activity, which are then settled the following month. Any minor adjustments are made the subsequent month, which are
immaterial to the

 5

 United States Securities and Exchange Commission

August 18, 2021

month. To clarify this process, the Company has revised Note 2 – Summary of Significant Accounting Policies –
Revenue Recognition – Triparty Agreement to Bakkt’s Consolidated Financial Statements and Bakkt’s Unaudited Interim Consolidated Financial Statements beginning on pages F-60 and F-100 of the Amended Registration Statement, respectively, and has made corresponding revisions on page 313 of the Amended Registration Statement.

Custody, page F-260

10.
 Please revise your custody revenue recognition policy to reconcile the discussion of “PDF Contract
customers” with your Triparty Agreement policy in which you state the PDF contract holder is not your customer.

Response:

 The Company
has revised Note 2 – Summary of Significant Accounting Policies – Revenue Recognition – Custody to Bakkt’s Consolidated Financial Statements and Bakkt’s Unaudited Interim Consolidated Financial
Statements on pages F-61 and F-102 of the Amended Registration Statement, respectively, and has made corresponding revisions on page 313 of the Amended
Registration Statement.

 .

 General

11.
 We note your revised disclosure in response to prior comment 6 regarding the projected financial
information. Please provide a discussion of the “large amount of components...that were taken in consideration for purposes of arriving at the projected financial information” and were evaluated by the VIH Board.

Response:

 The Amended
Registration Statement has been revised accordingly on pages 161-163.

 * * *

 6

 United States Securities and Exchange Commission

August 18, 2021

Please do not hesitate to contact Era Anagnosti at (202) 637-6274 of White & Case LLP
with any questions or comments regarding this letter.

 Sincerely,

/s/ White & Case LLP

 WHITE & CASE LLP

 7

United States securities and exchange commission logo
August 9, 2021
Scott R. Zemnick
General Counsel
VPC Impact Acquisition Holdings
c/o Victory Park Capital Advisors, LLC
150 North Riverside Plaza, Suite 5200
Chicago, IL 60606
Re:VPC Impact Acquisition Holdings
Correspondence dated August 4, 2021
Amendment No. 2 to Registration Statement on Form S-4
Filed July 9, 2021
File No. 333-254935
Dear Mr. Zemnick:
            We have reviewed your correspondence 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.
Correspondence dated August 4, 2021
Management’s Discussion and Analysis of Financial Condition and Results of Operations of
Bakkt, page 283
1.Please add a discussion to your Digital Asset Marketplace, Loyalty Redemption, and
Alternative Payment Method disclosure to describe how you recognize revenue for each
of these offerings. The overview section should bridge your discussion between your
business offering and how revenue is recognized. Also, please add a statement that
substantially all your revenue is recognized from the Loyalty program. As it relates to
custody, note that revenue is immaterial with “less than 1% of PDF Contracts go to
contract maturity.”  Also, note that the remaining revenue is recognized from providing
services to IFUS and ICUS under the Triparty Agreements.

 FirstName LastNameScott R. Zemnick
 Comapany NameVPC Impact Acquisition Holdings
 August 9, 2021 Page 2
 FirstName LastName
Scott R. Zemnick
VPC Impact Acquisition Holdings
August 9, 2021
Page 2
2.Revise to discuss The Triparty Agreement and the related party nature of this
arrangement. This disclosure should include, but not limited to, describing the promised
goods or services that you provide (i.e., custody and bullets identified in your response
2(c)) and the reasons for negative revenue. In addition, your results of operations
disclosure should separately discuss and analyze the revenue recognized under this
agreement.
3.Based on your financial projections, we note that you expect to generate a substantial
portion of your revenue in 2021 in Crypto Trades, which are sales of cryptocurrency in
which Bakkt acts as the principal in transactions with its third-party trading relationships
and consumers using its app.  Discuss the material risks and uncertainties related to your
plans to rely on Crypto Trades as a significant driver of your business.  To the extent
known, discuss the “certain additional cryptocurrencies” that you intend to include in the
third quarter of 2021.  For aspects of your business that did not generate positive revenue,
discuss the circumstances that need to occur to begin generating positive revenue.
Revenue Recognition
Triparty Agreement, page F-259
4.Revise your statement that “you recognize revenue… for trading and clearing services” to
agree to your performance obligations as outline in your response 2(c) for Bakkt Trust.  In
this regard, we note your representation that you are not providing the trading and clearing
services. Make corresponding revision throughout your filing.
5.Please clarify the meaning of “help facilitate the trading and clearing services of IFUS and
ICUS” by identifying your promised goods or services. For example, are your promised
goods and services outlined in 2(c) and custody?
6.Revise your revenue recognition footnote for the Triparty agreement to describe your
performance obligations. In this regard, the current disclosure focuses more on the tasks
and duties of IFUS and ICUS instead of on your task and duties. This disclosure should
clearly articulate what promised goods or services are distinct, how many performance
obligations you have, and what promised goods or services are included in each
performance obligation.
7.Please clarify when you recognize revenue for each performance obligation in the Triparty
Agreement and what the ASC 606 contract period is for each performance
obligation. Also, revise to state whether revenue is recognized at a point in time or over
time.

 FirstName LastNameScott R. Zemnick
 Comapany NameVPC Impact Acquisition Holdings
 August 9, 2021 Page 3
 FirstName LastName
Scott R. Zemnick
VPC Impact Acquisition Holdings
August 9, 2021
Page 3
8.Please disclose the transaction price for each performance obligation. We note that in your
statement in response to 2(b) the transaction price is 100% of the trading and clearing fees
collected by IFUS and ICUS less rebates and incentive payments made by IFUS and
ICUS to their customers. Also, disclose your obligation to make the shortfall payment
describe in note 7 and include your assertion that you recognize this payment as a
reduction of revenue because such payments are made to your customers, IFUS and ICUS,
and you do not receive a distinct good or service for such payment.
9.Please confirm whether our understanding of your response is correct that the rebates and
incentive payments are part of the transaction price and the shortfall payment is
consideration payable to your customer and make corresponding revision to your
proposed disclosure discussing variable consideration on page 17. Also, we note your
reference that you generally do not need to estimate, describe instances where you do need
to make estimates and whether those instances are material.
Custody, page F-260
10.Please revise your custody revenue recognition policy to reconcile the discussion of “PDF
Contract customers” with your Triparty Agreement policy in which you state the PDF
contract holder is not your customer.

General
11.We note your revised disclosure in response to prior comment 6 regarding the projected
financial information.  Please provide a discussion of the "large amount of
components...that were taken in consideration for purposes of arriving at the projected
financial information" and were evaluated by the VIH Board.
            You may contact Amanda Kim, Senior Staff Accountant, at (202) 551-3241 or
Stephen Krikorian, Accounting Branch Chief, at (202) 551-3488 if you have questions
regarding comments on the financial statements and related matters. Please contact Matthew
Crispino, Staff Attorney, at (202) 551-3456 or Jan Woo, Legal Branch Chief, at (202) 551-3453
with any other questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Era Anagnosti

CORRESP
1
filename1.htm

CORRESP

 August 4, 2021

United States Securities and Exchange Commission

 Division of
Corporation Finance

 Office of Technology

 100 F Street NE

Washington, D.C. 20549

Attn:
 Amanda Kim, Senior Staff Accountant

Stephen Krikorian, Accounting Branch Chief

Matthew Crispino, Staff Attorney

Jan Woo, Legal Branch Chief

Re:
 VPC Impact Acquisition Holdings

Amendment No. 2 to Registration Statement on Form S-4

Filed July 9, 2021

File No. 333-254935

 Ladies and
Gentlemen:

 In connection with the above-referenced registration statement (the “Registration Statement”), on
behalf of our client, VPC Impact Acquisition Holdings, a Cayman Islands exempted company (the “Company”), we are submitting supplementally to the staff (the “Staff”) of the Division of Corporation
Finance of the United States Securities and Exchange Commission (the “Commission”) responses to oral comments the Company received from the Staff via conference calls on July 29, 2021 and July 30, 2021, and
additional clarifications discussed with the Staff via conference call on August 2, 2021.

 We also are submitting supplementally in
Annex A to this letter, proposed marked copies of the pages of the Registration Statement reflecting revised disclosures responsive to the Staff’s comments. The Company intends to incorporate these changes into a future amendment to the
Registration Statement.

 For your convenience, a summary of the Company’s understanding of the Staff’s oral comments has been
included in this letter preceding each response. The responses in this letter have been organized into the following thematic areas: (i) Revenue Recognition for PDF Contracts; (ii) Off-Balance Sheet Treatment of Bitcoin Held in Custody for
Unaffiliated Institutional Customers; and (iii) Projected Financial Information. All page references in the responses set forth below refer to page numbers in the Registration Statement. Capitalized terms used but not defined herein have the
meanings set forth in the Registration Statement.

 Revenue Recognition for PDF Contracts

1. Please provide Bakkt’s analysis regarding why it believes that the determination of whether it acting as agent, rather than
principal, with respect to the trading and clearing activity that Bakkt provides for its PDF Contracts is immaterial to an understanding of Bakkt’s historical financial statements.

 United States Securities and Exchange Commission

August 4, 2021

 Bakkt has considered whether it acts as a principal or an agent with respect to the trading
and clearing activity related to its physically-delivered bitcoin futures contracts and the options contracts (“PDF Contracts”), and the Company has provided further herein its analysis supporting the Company’s
conclusion that Bakkt acts as an agent in such activities.

 However, before setting forth this supplemental analysis, the Company
respectfully advises the Staff that the Company and Bakkt have concluded that the impact of this determination is not material to Bakkt’s financial statements, or to an investor’s decision with respect to the business
combination, because the impact of presenting Bakkt’s revenue from the Triparty Agreement on a gross basis is not material to the current and historical financials or to Bakkt’s near-term projections. The primary consideration underlying
this position is reflected in the table below, which is expanded upon in the explanations below the table.

2019

2020

First Half 2021 (1)

 Revenue from Triparty Agreement

$
—

$
2,083,000

$
390,000

 Triparty Agreement rebates/incentive payments

(693,000
)

(3,393,000
)

(149,000
)

 Revenue from Triparty Agreement less related rebates

(693,000
)

(1,310,000
)

241,000

 Contribution agreement expenses (contra-revenue)

(188,000
)

(697,000
)

(284,000
)

 Total revenue from Triparty Agreement, net

$
(881,000
)

$
(2,007,000
)

$
(43,000
)

 Total revenue for Bakkt

$
 (864,000
)

$
 28,495,000

$
 16,631,000

 Contribution agreement expenses as a % of revenue

21.8
%

-2.4
%

-1.7
%

 Total expense for Bakkt

$
35,815,000

$
107,614,000

$
76,366,000

 Contribution agreement expenses as a % of expenses

-0.5
%

-0.6
%

-0.4
%

 Net loss for Bakkt

$
(32,976,000
)

$
(79,605,000
)

$
(60,711,000
)

 Contribution agreement expenses as a % of net loss

0.6
%

0.9
%

0.5
%

(1)
 Please note that this letter, including the table above, contains certain preliminary financial information for
Bakkt for the six months ended June 30, 2021. Such information is subject to the ongoing review of Bakkt management and auditors and, as a result, such information may change.

•

 2020 and 2021 to date. As shown in the table above, the impact of presenting Bakkt’s revenue from the
Triparty Agreement on a gross basis (where Bakkt is treated as a principal) would increase its revenues by $697,000 for the year ended December 31, 2020 and by $284,000 for the six months ended June 30, 2021. This represents an impact of
2.4% and 1.7% on revenues, respectively. Additionally, the effects on expenses for Bakkt are 0.6% and 0.4% of total expenses, respectively. When considering the size of this adjustment compared to Bakkt’s net losses for such periods, the
impacts are 0.9% and 0.5% of net losses, respectively.

 2

 United States Securities and Exchange Commission

August 4, 2021

•

 2019. The impact on expenses is 0.5%, and the adjustment compared to the net loss for the year would have
been 0.6%, both of which are immaterial. While the effect on Bakkt’s financial statements for the year ended December 31, 2019 may at first appear as a large percent related to revenue, given the qualitative considerations as articulated
below related to Bakkt being in an early stage start-up mode, this is immaterial to 2019. Bakkt did not generate meaningful revenue during 2019; therefore, the comparison as a percentage of revenue is not meaningful. Given Bakkt’s limited
operating history (having completed its formation and initial financing in late 2018) and the fact that revenues for the entire company were negative in 2019, the Company believes that the revenue from 2019 is not material to the investors’
understanding of Bakkt’s current business or, ultimately, their decision to invest in the business combination.

Bakkt’s first product offering, the PDF Contracts, launched in August 2019. Its second product offering, standalone custody, launched in
November 2019 (and, as part of an introductory offer, Bakkt frequently waived any fees for that product for introductory periods). As a result, Bakkt’s 2019 revenue (which was negative) was composed almost entirely of the Triparty Agreement
rebates and incentive payments and the Contribution Agreement-related expense. As a result, revenue was negative for the full year 2019.

In contrast, the most significant parts of Bakkt’s current product offering, as well as its planned growth trajectory, did not launch
until subsequent periods. Bakkt’s loyalty redemption offering, added through the Bridge2 Solutions acquisition, was added in early 2020, and the Bakkt app launched in March 2021.

As such, the Company respectfully submits that Bakkt’s historical financial statements for the year ended December 31, 2019 reflect
only its startup nature and limited business activity and do not reflect the significant progress of Bakkt’s business or the most significant growth drivers for the business going forward, which is evident from the immaterial nature of the
impact for the year ended December 31, 2020 and the first half 2021.

•

 No Effect on Net Losses. Whether Bakkt acts as principal or agent with respect to these activities has no
impact on Bakkt’s net loss for any reported period.

•

 Near-term future periods. Further, Bakkt does not expect the presentation of Triparty Agreement revenues
on a gross basis to have a material impact on Bakkt’s financial statements for either of the years ending December 31, 2021 or 2022, given the expected revenue growth of all revenue sources contemplated in the forward projections.

 In summary, while the Company believes that Bakkt’s accounting determination related to the principal/agent issue
is appropriate, given the immateriality of the impact of this issue, both historically and in the expected near term, the Company believes that an alternative determination would not have a material impact to shareholders voting on the business
combination or on investors generally. Further, the Company notes that the amounts related to Triparty Agreement rebates/incentive payments in the table above represent consideration payable to a customer and will therefore be shown as a reduction
of revenue regardless of the gross vs net conclusion (see further discussion in Comment 2(b) below). The Company and Bakkt will continue to engage with the Staff to the extent necessary to ensure that the principal/agent determination is properly
accounted for as, if and when it may become material to Bakkt’s business (which in any event is not expected to occur until after the conclusion of the 2022 fiscal year).

 3

 United States Securities and Exchange Commission

August 4, 2021

 2. With respect to the analysis of Accounting Standards Codification (“ASC”) 606
related to the Company’s analysis of whether it acts as a principal or an agent with respect to trading and clearing activity provided for the PDF Contracts, please provide further detail with respect to your analysis in light of the following:

(a)
 Discuss the fact that Bakkt does not charge fees for custody services provided to PDF Contract customers.

 Response:

The Company considered the guidance in ASC 606-10-25-1, which states that an entity shall account for a contract with a customer when all of
the criteria are met.

 As previously disclosed on page F-59 of the Registration Statement, and as stated in the Company’s response to
Comment 6 in its letter to the Staff dated July 9, 2021:

 “Bakkt Trust does not charge a separate custody fee for PDF Contract
customers and does not allocate any transaction price to the custody performance obligation, because the contracts are day-to-day contracts. In addition, allocating consideration to custody of PDF Contracts would be immaterial because in Bakkt
Trust’s historical experience, fewer than less than 1% of PDF Contracts go to contract maturity where physical delivery would be required, thus obviating the need for custody services.”

Considering that there are no specified payment terms in the custody contract with PDF customers, Bakkt concluded that the PDF customers are
not customers of Bakkt under ASC 606.

 Bakkt will accordingly revise its disclosure to clarify this on page F-59 of the Registration
Statement as shown in Annex A-2 to this letter.

(b)
 What is the transaction price for the Triparty Agreement? Does the fact that Bakkt is obligated to pay to
ICE any shortfall in net revenue for trading and clearing activities make such amounts “consideration payable to a customer?” What is the impact of the contribution agreement between ICE and Bakkt on the transaction price?

 4

 United States Securities and Exchange Commission

August 4, 2021

 Response:

Transaction Price including related rebate payments

The Company considered the guidance in ASC 606-10-32-2, which states that the transaction price is the amount of consideration to which an
entity expects to be entitled in exchange for transferring promised goods or services to a customer, excluding amounts collected on behalf of third parties. The Triparty Agreement states:

“(a) In connection with the formation of Warehouse, certain affiliates of IFUS and ICUS have agreed to cause certain assets to be
contributed to Warehouse and cause certain services to be provided to Warehouse by IFUS, ICUS and other affiliates of IFUS and ICUS. In furtherance of the foregoing contributions and the arrangements entered into among IFUS, ICUS and such
affiliates, the Parties agree that all revenues of IFUS and ICUS with respect to the trading and clearing, respectively, of Digital Currency Contracts, after deduction of any applicable rebates, fees owed to market-makers or liquidity providers, or
similar incentives with respect to IFUS’s and ICUS’s respective fees and charges in connection with such contracts . . . shall be for the account of the Warehouse.”

The Triparty Agreement also provides:

 “In
the event the Digital Currency Trading/Clearing Revenue of IFUS or ICUS for the preceding calendar quarter is negative (as a result of deduction of rebates, fees and incentives as described in paragraph (a) above), Warehouse shall pay the
shortfall to IFUS or ICUS, as the case may be, by such date.”

 Bakkt considers the transaction price to be the net transaction fee
received from IFUS and ICUS – that is, 100% of the trading and clearing fees collected by IFUS and ICUS less any rebates or incentive payments made to PDF Contract customers. The transaction price was ($693,000), ($1,310,000) and $241,000 for
the years ended December 31, 2019 and December 31, 2020 and the six months ended June 30, 2021, respectively, as shown in the table above. Bakkt considers the rebates and incentive payments to be consideration payable to a customer
and are reflected as a reduction to revenue as they are not in exchange for a distinct good or service. The rebates and incentive payments were $693,000, $3,393,000 and $149,000 for the years ended December 31, 2019 and December 31, 2020
and the six months ended June 30, 2021, respectively, as shown in the table above. For additional information, please refer to pages F-59, F-74 and F-104 in the Registration Statement (as revised in Annex A-2 to this letter) and the
Company’s response to Comment 7 in its letter to the Staff dated July 9, 2021.

 To the extent the rebates issued to PDF Contract
customers exceed the transaction fees collected by IFUS and ICUS, Bakkt pays IFUS and ICUS for such amounts. Bakkt does not receive any goods or services from IFUS or ICUS in exchange for the payment. The payment to IFUS and ICUS for such shortfall
is required to be paid pursuant to the Triparty Agreement. See the relevant excerpt above.

 As such, in applying ASC 606-10-32-25, which
states, “an entity shall account for consideration payable to a customer as a reduction of the transaction price and, therefore, of revenue unless the payment to the customer is in exchange for a distinct good or service that the customer
transfers to the entity,” Bakkt reflects the amounts paid to IFUS and ICUS for the rebates and incentive payments as a reduction in the transaction price. The Company has determined that IFUS and ICUS are its customer as Bakkt is an

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August 4, 2021

agent in the transaction. Therefore, rebates and incentive payments that are offset against amounts owed to Bakkt or that Bakkt must pay to IFUC/ICUS are treated as a reduction of revenue. The
treatment of the rebates and incentive payments as a reduction of revenue would not change if Bakkt determined it is a principal in the PDF Contracts. If Bakkt were to conclude it is a principal, the customer would be the PDF Contract customers and
any rebates or incentive payments paid to such customers would be required to be treated as consideration payable to a customer, and a reduction of the transaction price.

Contribution Agreement

As part of Bakkt’s formation and in accordance with the corresponding contribution agreement with ICE (the “Contribution
Agreement”), ICE contributed to Bakkt the right to use IFUS’s and ICUS’s exchange and clearing licenses, which are required in support of offering PDF Contracts. The Contribution Agreement and the Triparty Agreement are
related party agreements, as Bakkt is majority-owned, and consolidated for accounting purposes, by ICE. As discussed above and previously disclosed in Bakkt’s related party footnote on page F-74 of the Registration Statement:

“The Triparty Agr

CORRESP
1
filename1.htm

CORRESP

 July 9, 2021

VIA EDGAR

 United States Securities and Exchange
Commission

 Division of Corporation Finance

 Office of
Technology

 100 F Street NE

 Washington, D.C. 20549

Attn:
 Amanda Kim, Senior Staff Accountant

 Stephen Krikorian, Accounting Branch Chief

 Matthew Crispino, Staff Attorney

 Jan Woo, Legal Branch Chief

Re:
 VPC Impact Acquisition Holdings

 Correspondence dated June 24, 2021

 Correspondence dated June 28, 2021

 Registration Statement on Form S-4

 File No. 333-254935

Ladies and Gentlemen:

 On behalf of our client,
VPC Impact Acquisition Holdings, a Cayman Islands exempted company (the “Company”), we are writing to provide the Company’s responses to the comments of the staff (the “Staff”) of the Division of
Corporation Finance of the United States Securities and Exchange Commission (the “Commission”) with respect to the above-referenced registration statement on Form S-4, initially filed
on March 31, 2021 (the “Registration Statement”), contained in the Staff’s letter dated July 2, 2021 (the “Comment Letter”). We are concurrently submitting via EDGAR this letter and an
amendment to the Registration Statement (the “Amended Registration Statement”).

 For ease of reference, each
comment contained in the Comment Letter is printed below in bold and is followed by the Company’s response. All page references in the responses set forth below refer to page numbers in the Amended Registration Statement. Capitalized terms used
but not defined herein have the meanings set forth in the Amended Registration Statement. In addition, to further assist the Staff in evaluating the Company’s responses to the Staff’s comments, the Company is including below an explanatory
note about Bakkt’s bitcoin-related product offerings within Bakkt’s digital asset marketplace (the “Explanatory Note”). The Company has revised its disclosures on pages 268 through 275 and 283 through 288 of the
Amended Registration Statement to incorporate the relevant aspects of the Explanatory Note into the filing.

 Explanatory Note

Bakkt’s digital asset marketplace includes direct offerings to both institutions and consumers, a graphical overview of which is provided
below, and as described in the Amended Registration Statement and this note. The differences in these offerings ultimately result in different accounting treatment, including as to treatment of revenue.

 United States Securities and Exchange Commission

July 9, 2021

•

 Institutional offerings. Bakkt’s institutional product offerings are comprised of three different
products and services: (i) physically-delivered bitcoin futures contracts and options contracts; (ii) standalone custody of bitcoin; and (iii) services related to cash-settled bitcoin futures contracts. Customers of Bakkt’s
institutional product offerings are primarily financial institutions and market makers, and for standalone custody services, also certain high net worth individuals. The first two product offerings explained below are supported by Bakkt Trust
Company LLC’s (“Bakkt Trust”) custody operations. The cash-settled future contracts are primarily a licensing and data sharing arrangement by Bakkt Holdings, LLC, not involving custody or physical delivery of bitcoin
(and, therefore, not involving Bakkt Trust) and are explained in the response to Comment 9 below:

•

 Physically-delivered futures contracts and options. The physically-delivered futures contracts and options
contracts (collectively, “PDF Contracts”) are offered pursuant to the Digital Currency Trading, Clearing and Warehouse Services Agreement (the “Triparty Agreement”) among Bakkt Trust, ICE Futures U.S.,
Inc. (“IFUS”) and ICE Clear US, Inc. (“ICUS”). The PDF Contracts are traded on IFUS and cleared on ICUS. Because the PDF Contracts are physically-delivered contracts – meaning that the subject of
the contract, bitcoin, is delivered by one party to the other at contract maturity – a custody function is required and is provided by Bakkt Trust. Customers that trade the PDF Contracts have a separate relationship with each of Bakkt Trust
(for bitcoin custody), IFUS (for trading) and ICUS (for clearing). With respect to custody, these customers enter into a Warehouse Agreement with Bakkt Trust, which generally

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 United States Securities and Exchange Commission

July 9, 2021

obligates Bakkt Trust to provide custodial services for PDF Contracts customers. The Warehouse Agreement may be terminated by the customer at any time following the withdrawal of all bitcoin from
Bakkt Trust. Under the Triparty Agreement, IFUS and ICUS pay Bakkt the net revenue they earn from these trading and clearing activities, as well as a share of the revenue arising from their licensing of market data arising from the PDF Contracts.

•

 Standalone custody. This service is offered by Bakkt Trust to institutions and certain high net worth
individuals separately from any trading activity related to the PDF Contracts. These customers enter into a Warehouse Agreement with Bakkt Trust and pay fees to Bakkt Trust for the custody service.

Bakkt does not believe the custody services provided by Bakkt Trust are material to its business (as described in the response to Comment 3
below) or will be a primary revenue source for the Company. The basic structure of the PDF Contract offering and the standalone custody offering is represented graphically below.

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 United States Securities and Exchange Commission

July 9, 2021

•

 Consumer App. In March 2021, Bakkt made generally available to the public its branded consumer application
(“app”), which allows its consumers to buy, sell and store bitcoin, among other digital assets such as loyalty points and gift cards. The bitcoin-related functionality within the app is accomplished entirely within
Bakkt’s ecosystem. Consumers cannot deposit bitcoin from an external wallet or trade with any third party; rather, they must purchase bitcoin directly from Bakkt Marketplace, LLC (“Bakkt Marketplace”) at a market price
computed by Bakkt. In turn, that bitcoin is procured by Bakkt Marketplace through external relationships with trading counterparties. Similarly, when consumers sell bitcoin, they must sell it to Bakkt Marketplace at the prevailing market price.
These consumer buy/sell transactions are accomplished entirely within Bakkt’s ecosystem, via ledger entry within accounts at Bakkt Trust. The app is separate from, and the buy/sell activity on Bakkt Marketplace does not provide consumers with
access to, Bakkt’s institutionally-focused offerings described above. The current level of activity on the app is immaterial (as described in the response to Comment 1 below), and typical buy/sell transactions on the app involve only small
fractions of bitcoin.

 The structure of the bitcoin-related features of the app is represented
graphically below.

 4

 United States Securities and Exchange Commission

July 9, 2021

 Response Letter dated June 24, 2021

Projected Financial Information, page 160

1.
 We note your response to prior comment no. 2 from our June 17, 2021. We note that you
state “sales of cryptocurrency relate to transactions executed on Bakkt’s consumer app within Bakkt Marketplace, which activities are currently immaterial”. You further disclose that “The revenue activity relates to the launch of
Bakkt’s consumer app, which became broadly available in March 2021”. Tell us how much Cryptocurrency revenue was recognized in the first quarter and the amount you expect to be recognized in the second quarter. Tell us whether this revenue
is material to your revenues in these periods. That is, tell us how you determined that this revenue is immaterial.

Response:

 The Company
respectfully advises the Staff that Bakkt considered the materiality of the app revenue stream in relation to Bakkt’s consolidated revenues. For the reasons discussed below, the Company has concluded that further disclosure of the app revenue
stream is not necessary at this time, as it is presently immaterial to Bakkt from a qualitative and quantitative perspective. As this revenue stream grows, Bakkt will disclose appropriate detail regarding such revenues.

From a quantitative perspective, Bakkt recognized $169,000 of revenue from its app in the first quarter of 2021, and expects to recognize
approximately $190,000 of revenue in the second quarter of 2021 from the app. Actual and expected revenues from first quarter and second quarter of 2021 represented approximately 2.1% and 2.2% respectively, of consolidated net revenues, which were
$8.1 million and $8.5 million, respectively.

 In addition, if Bakkt were to compare the $169,000 of app revenue within first
quarter of 2021 to the first quarter net loss of $28.8 million, this would result in a percentage of only 0.6% of net loss. Total revenues from the app were only $56,000 in 2020, which also is immaterial given the total consolidated net
revenues, which were $28.5 million and net loss of $79.6 million.

 From a qualitative perspective, Bakkt considered the fact
that during the periods covered by its historical financial statements, the app was in a development stage. Beginning in November of 2020 and through March 2021, the app was in beta version, available only to a select number of test users in order
to test the functionality and minimize expected disruption upon widespread release. While the app is now generally available, and Bakkt expects it to be a significant growth driver as described in response to Comment 2 below, during the annual and
interim periods presented in the Amended Registration Statement it did not represent a significant portion of revenues. Further, Bakkt expects that the increased growth of app revenue will depend in part upon increased sales and marketing support
for partner outreach and marketing efforts, which will expand after the closing of the Business Combination.

 5

 United States Securities and Exchange Commission

July 9, 2021

 General

2.
 In response to prior comment 2, you state that the revenue projections attributable to Crypto Trades were
based, among other things, on estimates of active and transacting user base, transaction volume and the price of cryptocurrency. Please disclose the estimates for each measure that you relied on and the material assumptions and limitations
underlying those estimates. In addition, explain in more detail how revenue activity relating to the launch of Bakkt’s consumer app, which became widely available in March 2021, was taken into account. We note that the projections were prepared
on January 10, 2021.

 Response:

The Company respectfully advises the Staff that, in preparing the projections disclosed in the Amended Registration Statement, Bakkt expected
the app to become a significant growth driver of its business and that the increased growth of the app revenue would largely result from the revenues it would receive following Bakkt’s deployment of the cash from the Business Combination and
the PIPE investment to fund sales and marketing efforts for outreach to enterprise partners (e.g., retailers, merchants, and financial institutions). As such, while the revenue activity relating to the launch of Bakkt’s app, which became widely
available in March 2021, was relevant at the time Bakkt’s management prepared the financial projections, it was not a primary driver in how Bakkt’s management arrived at the projected revenues attributable to Crypto Trade (i.e., gross
revenue from sales of cryptocurrency in which Bakkt acts as the principal in transactions with its third-party trading relationships and consumers using its app). Further, Bakkt’s projected Crypto Trade revenue assumed, among other factors, an
increasing number of active users, with the largest increase for each category occurring between 2021 and 2022 following the initial engagement and integration of enterprise partners on the Bakkt platform, and maintaining a certain level of monthly
crypto purchases and crypto sales within the app. The Company has revised its disclosures on pages 161 and 162 of the Amended Registration Statement to reflect a discussion related to these assumptions.

The Company respectfully advises the Staff that the specific inputs to the revenue projections attributable to Crypto Trades were not provided
to the board of directors of the Company, nor to the PIPE investors, as reflected in the investor presentation filed by the Company as Exhibit 99.2 to its Current Report on Form 8-K on January 11, 2021 in
connection with the announcement of the Business Combination. As a result, the Company does not believe the additional disclosure of the specific inputs to these assumptions would be material to the understanding of the projected financial
information, as these ancillary data points individually were not material to the valuation of the Business Combination and they represented only a limited set of data among a large number of components taken in consideration for purposes of
arriving at the projected financial information. Furthermore, the nature of such information is not only private and confidential but also commercially sensitive, and disclosure would result in competitive harm for the Company and Bakkt.

Response Letter dated June 28, 2021

Bakkt Holdings, LLC, page 1

3.
 Please reconcile for us your disclosure that your performance obligation for customer contracts for custody
services is a stand ready obligation that is recognized quarterly over the related contract term with your assertion in response 2 that contract duration is a single

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 United States Securities and Exchange Commission

July 9, 2021

day. Please also revise your revenue recognition description for custody services to conform to the representations and acknowledgement included in response 2 and the requirements in ASC 606-10-50-1b and ASC
606-10-50-12. For example, revise the disclosure to describe:

•

 the duration of the contract (that is, the contractual period) in which the parties to the contract have
present enforceable rights and obligations. See e.g., ASC 606-10-25-4.

•

 whether the customer has a present contractual right to choose the amount of additional distinct services that
it purchases, and if so whether such options represent material rights, including the reason why or why not, and how you account for the options. See e.g., ASC 606-10-55-42.

•

 the significant payment terms for the contract, which you assert has a duration of one day. For example, your
disclosure references a fixed monthly fee invoiced quarterly

 while your response references a fixed annual fee.
See e.g., ASC 606-10-50-12.

Response:

 The Company
respectfully advises the Staff that Bakkt proposes to modify its disclosure for the custody revenue stream as set forth on page 305 and Note 2 – Summary of Significant Accounting Policies of Bakkt’s Consolidated Financial Statements
on page F-60 of the Amended Registration Statement to more explicitly include disclosures for the referenced paragraphs above from ASC 606. As a reference, custody revenues for fiscal year 2020 and first
quarter 2021 were $304,000 and $112,000, respectively, which are 1.1% and 1.4% of consolidated net revenues in such periods, respectively. More specifically, the Company respectfully advises the Staff as follows in responses to the specific bulleted
items noted in the Staff’s comment.

•

 Contract Term

Bakkt’s custody contracts (the Warehouse Agreements described in the Explanatory Note above) include a clause that allows a customer to
cancel, or terminate for convenience, the contract at any time without prior notice so long as it removes all bitcoin from Bakkt’s custody (which can generally be accomplished in one business day or less). Bakkt also can terminate the contract
for convenience, without a penalty, but must provide 30 days’ notice to the customer. Bakkt believes that because its customers can terminate at any time, witho

United States securities and exchange commission logo
July 2, 2021
Scott R. Zemnick
General Counsel
VPC Impact Acquisition Holdings
c/o Victory Park Capital Advisors, LLC
150 North Riverside Plaza, Suite 5200
Chicago, IL 60606
Re:VPC Impact Acquisition Holdings
Correspondence dated June 24, 2021
Correspondence dated June 28, 2021
Registration Statement on Form S-4
File No. 333-254935
Dear Mr. Zemnick:
            We have reviewed your amended registration statement 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 June 17, 2021 letter.
Response letter dated June 24, 2021
Projected Financial Information, page 160
1.We note your response to prior comment no. 2 from our June 17, 2021.  We note that you
state "sales of cryptocurrency relate to transactions executed on Bakkt’s consumer app
within Bakkt Marketplace, which activities are currently immaterial".  You further
disclose that "The revenue activity relates to the launch of Bakkt’s consumer app, which
became broadly available in March 2021".  Tell us how much Cryptocurrency
revenue was recognized in the first quarter and the amount you expect to be recognized in
the second quarter.  Tell us whether this revenue is material to your revenues in these

 FirstName LastNameScott R. Zemnick
 Comapany NameVPC Impact Acquisition Holdings
 July 2, 2021 Page 2
 FirstName LastNameScott R. Zemnick
VPC Impact Acquisition Holdings
July 2, 2021
Page 2
periods.  That is, tell us how you determined that this revenue is immaterial.
General
2.In response to prior comment 2, you state that the revenue projections attributable to
Crypto Trades were based, among other things, on estimates of active and transacting user
base, transaction volume and the price of cryptocurrency.  Please disclose the estimates
for each measure that you relied on and the material assumptions and limitations
underlying those estimates.  In addition, explain in more detail how revenue activity
relating to the launch of Bakkt’s consumer app, which became widely available in March
2021, was taken into account.  We note that the projections were prepared on January 10,
2021.
Response letter dated June 28, 2021
Bakkt Holdings, LLC, page 1
3.Please reconcile for us your disclosure that your performance obligation for customer
contracts for custody services is a stand ready obligation that is recognized quarterly over
the related contract term with your assertion in response 2 that contract duration is a single
day.  Please also revise your revenue recognition description for custody services to
conform to the representations and acknowledgement included in response 2 and the
requirements in ASC 606-10-50-1b and ASC 606-10-50-12.  For example, revise the
disclosure to describe:
•the duration of the contract (that is, the contractual period) in which the parties to the
contract have present enforceable rights and obligations.  See e.g., ASC 606-10-25-4.
•whether the customer has a present contractual right to choose the amount of
additional distinct services that it purchases, and if so whether such options represent
material rights, including the reason why or why not, and how you account for the
options.  See e.g., ASC 606-10-55-42.
•the significant payment terms for the contract, which you assert has a duration of one
day.  For example, your disclosure references a fixed monthly fee invoiced quarterly
while your response references a fixed annual fee.  See e.g., ASC 606-10-50-12.
4.We note response 2 is limited to the contracts you enter with institutional custody
customers, but that your disclosure suggests you provide custody services to high net
worth individuals, consumers and enterprises.  See e.g., the description of Digital Asset
Marketplace on page 270. Please consider the need to further revise your revenue
recognition description for custody services to encompass these customers.
5.Please provide a more fulsome accounting analysis in support of your conclusion that you
are not the principal in trade and clearing services.  Include in your analysis, but do not
limit it to, the following:
•A description of how a cryptocurrency buy or sell order is entered into and then
fulfilled through your app, including an understanding of how cryptocurrency and

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 July 2, 2021 Page 3
 FirstName LastNameScott R. Zemnick
VPC Impact Acquisition Holdings
July 2, 2021
Page 3
cash transfer between the involved parties.
•The considerations, in addition to a regulatory license, and analysis included in your
evaluation of ASC 606-10-55-36Ab.
•The consideration you gave to each of the indicators in ASC 606-10-55-39, including
the relevant facts and circumstances and how you evaluated them.
•The relevant terms and conditions under your contract with IFUS and ICUS that help
inform your conclusion.
•Your evaluation of the terms of service, including, but not limited to, for example
within the Supplemental Terms – Cryptocurrency Purchase and Sale Terms of
Services:oSection 6 Role of Bakkt, which states in part, “In buying or selling
Cryptocurrencies, Bakkt will act as your counterparty, meaning it will act as
seller when you buy Cryptocurrency, and it will act as buyer when you sell
Cryptocurrency. Bakkt will not be your agent or broker.”
oSection 7 Cryptocurrency Holdings, which states in part, “Following your
purchase of Cryptocurrency from Bakkt, all rights in the Cryptocurrency pass to
you from Bakkt,…”
oSection 5 Exchange Rates, which states in part, “Bakkt will determine the
exchange rates for Cryptocurrencies in its sole discretion,” “In establishing
exchange rates, Bakkt is not required to act in your best interest, and Bakkt has
no obligation to seek or provide the best available price at any given time,” and
“[T]he exchange rates offered to you may also include a markup, spread or other
fee charged by Bakkt as compensation with respect to the transaction.”
oSection 1 Buying Cryptocurrency – “You may purchase cryptocurrency from
Bakkt at the exchange rate provided by Bakkt at the time of sale. You may not
transfer Cryptocurrencies from any external source into your Wallet.”
oSection 3 Sending Cryptocurrency – “You may not transfer Cryptocurrencies to
any external wallets or sources.”
6.Please revise your revenue recognition description for trade and clearing to address the
following:
•Clarify who your customers are.  To the extent your customers are related parties,
please also revise your financial statements to comply with Rule 4-08(k) of
Regulation SX.
•More clearly articulate the specific nature of your performance obligation for each
customer. For example, it does not appear that either “trade execution/clearing
novation” or “risk management of open interest” are described in your filing.  Please
ensure the description is sufficiently clear to understand why they are satisfied
“almost simultaneously when the trade is executed (by IFUS) and cleared (by
ICUS).”
•Provide the disclosures required by ASC 606-10-50-1b and 50-12.  For example,
clarify the significant payment terms for each performance obligation, including a
more fulsome description of the nature and terms of “rebates” and “liquidity

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 July 2, 2021 Page 4
 FirstName LastNameScott R. Zemnick
VPC Impact Acquisition Holdings
July 2, 2021
Page 4
payments,” whether they are only provided to related parties, and how the nature and
terms relate to your statement that you “measure and resolve these rebates within the
same reporting period.”
•Disclose the amount of revenue earned from trading and clearing as well as the other
revenue streams.
7.Please describe for us, and consider the need for further revised disclosure related to, the
significant payment terms included in your contracts with your customers for trade and
clearing and what the transaction price is for each type of contract.  For example, your
revenue recognition description for trade and clearing services refers to both Note 7 as
well as to applicable commission rates, but it is unclear how or whether they relate to each
other.  Further, it is unclear whether the Note 7 reference to payment to you of all trading
and clearing revenues of ICUS and IFUS relates to the promised services you provide and
how the expenses incurred by IFUS and ICUS related to their exchange and clearing
services, which you record net of revenue, relate to the significant payment terms of and
transaction price for the promised services you provide.  Please provide us with a
representative example of the flow of the payments upon execution of the trade and
clearing services.  The example should illustrate how your net revenue amount is
determined while showing the various components or payments that occur.
8.In your May 25, 2021 response to prior comment no.8 you indicated that “Customers may
withdraw its bitcoin from Bakkt Trust’s services through an external transfer at any time
and for any reason.”  Please address the following in the context of the accounting
analysis previously summarized as to whether:
•Reconcile for us this statement with Sections 1 and 3 of the Supplemental Terms –
Cryptocurrency Purchase and Sale Terms of Services.
•If prohibitions on external transfer exist, clarify for us how that prohibition when
combined with the other rights retained by the company, such as, but not limited to,
those in Section 5 of the Supplemental that specify that the Company is not required
to act in its customers best interest, impacts the accounting analysis described in your
May 25, 2021 response.
•Clarify whether customer cryptocurrencies are held in one or more omnibus wallets
controlled by the Company and whether such wallets at any time hold Company
cryptocurrencies.
•Clarify the nature of the Company’s rights described in Section 7.3 of the general
terms of service, which state in part that “Bakkt may add or remove any Digital Asset
class from the Services at any time and for any reason and will seek to provide you
with advance notice of the addition or removal of any Digital Assets, unless such
notice is prohibited by law, governmental authority or other legal process.”
•Clarify whether the customers to which the terms of service apply are parties to the
Digital Asset Warehouse Agreement described in your prior response.
9.We note your disclosure that Bakkt offers a monthly bitcoin futures contract (your page
273).  Bakkt also offers bitcoin options based on this futures contract and a cash- settled

 FirstName LastNameScott R. Zemnick
 Comapany NameVPC Impact Acquisition Holdings
 July 2, 2021 Page 5
 FirstName LastName
Scott R. Zemnick
VPC Impact Acquisition Holdings
July 2, 2021
Page 5
Bitcoin futures contract traded on ICE Singapore.  Please describe the company's role in
issuing the monthly bitcoin futures contract.  Provide your analysis of how you account
for these transaction and indicate whether you are the principal.  Cite the accounting
literature that supports your accounting.
            You may contact Amanda Kim, Senior Staff Accountant, at (202) 551-3241 or Stephen
Krikorian, Accounting Branch Chief, at (202) 551-3488 if you have questions regarding
comments on the financial statements and related matters.  Please contact Matthew Crispino,
Staff Attorney, at (202) 551-3456 or Jan Woo, Legal Branch Chief, at (202) 551-3453 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Era Anagnosti

CORRESP
1
filename1.htm

CORRESP

 June 28, 2021

VIA EDGAR

 United States Securities and Exchange
Commission

 Division of Corporation Finance

 Office of
Technology

 100 F Street NE

 Washington, D.C. 20549

Attn:
 Amanda Kim, Senior Staff Accountant

 Stephen Krikorian, Accounting Branch Chief

 Matthew Crispino, Staff Attorney

 Jan Woo, Legal Branch Chief

Re:
 VPC Impact Acquisition Holdings

 Amendment No. 1 to Registration Statement on Form S-4

 Filed May 25, 2021

 File No. 333-254935

Ladies and Gentlemen:

 In connection with the
above-referenced registration statement (the “Registration Statement”), on behalf of our client, VPC Impact Acquisition Holdings, a Cayman Islands exempted company (the “Company”), we are submitting
supplementally to the staff (the “Staff”) of the Division of Corporation Finance of the United States Securities and Exchange Commission (the “Commission”) responses to a number of oral comments the
Company received from the Staff via conference call on June 25, 2021.

 We also are submitting supplementally in Annex A to this
letter, proposed marked copies of the pages of the Registration Statement reflecting revised disclosures responsive to the Staff’s comments. The Company intends to incorporate these changes into a future amendment to the Registration Statement.

 For your convenience, a summary of the Staff’s oral comments has been included in this letter preceding the responses. All page
references in the responses set forth below refer to page numbers in the Registration Statement. Capitalized terms used but not defined herein have the meanings set forth in the Registration Statement.

1.
 With respect to the analysis of Accounting Standards Codification (“ASC”) 606
related to Bakkt’s role as a principal or agent in its trading and clearing activity, please: (i) articulate Bakkt’s performance obligations as a principal or agent; (ii) identify who Bakkt’s
customer is and what obligations Bakkt has to its customer as it relates to such performance obligations; (iii) explain how Bakkt groups its customers; and (iv) to the extent necessary, revise your disclosures
to include such information in the Registration Statement.

 Response:

 United States Securities and Exchange Commission

June 28, 2021

 We direct the Staff’s attention to disclosure on page 267 of the
Registration Statement related to the Triparty Agreement. Under the terms of the Triparty Agreement, Bakkt Trust Company (“Bakkt Trust” as a wholly owned subsidiary of Bakkt), ICE Futures US, Inc.
(“IFUS”), and ICE Clear U.S., Inc. (“ICUS”; both IFUS and ICUS are indirect wholly owned subsidiaries of Intercontinental Exchange, Inc.) have agreed to provide the three primary functions needed to
supply physically-delivered bitcoin futures contracts – trading (by IFUS), clearing (by ICUS), and custody (by Bakkt Trust). Bakkt’s futures trading customers are generally institutional investors and market makers, and the services Bakkt
provides do not vary based upon customer type. The performance obligations related to trading and clearing services consist of trade execution/clearing novation and risk management of open interest, and are generally satisfied almost simultaneously
when the trade is executed by IFUS, acting as a designated contract market under the Commodities Exchange Act (“CEA”) and cleared by ICUS, acting as a derivatives clearing organization under the
CEA, at which point Bakkt recognizes the revenue.

 Bakkt evaluated the indicators in ASC 606-10-55-39 to determine which of these entities controls the specified trading and clearing services before they are transferred to the customer. From that analysis,
Bakkt determined it was involved with setting prices, establishing trading products, and contributing to default risk. However, Bakkt is not the party primarily responsible for providing trading and clearing services, nor could it be because it does
not hold the required regulatory license to conduct execution or clearing of futures contracts, which regulatory licenses are held by IFUS and ICUS, respectively. Further, Bakkt’s futures trading customers also enter into contracts directly
with IFUS and ICUS to trade and clear futures under their respective rules. Therefore, Bakkt concluded it is acting as agent for IFUS and ICUS in providing these services to customers and records the related trading and clearing revenue on a net
basis.

 The Company will revise its disclosures on pages 302 and F-59 the
Registration Statement to reflect this analysis as set forth in the corresponding proposed disclosure set forth in Annex A to this letter.

2.
 Refer to the Staff’s comment No. 8 in the letter dated April 19,
2021. With respect to Bakkt’s custody related accounting previously discussed in the Company’s response to prior comment No. 8, the Company has stated that the contract can be terminated by the customer at any
time. Please describe the term(s) of the contract, as well as the other contractual terms that led Bakkt to recognize revenue under such arrangements on a straight-line basis. Please revise the necessary aspects of your disclosures to reflect this
analysis. Please note that following its review of the Company’s responses, the Staff may have additional questions or comments.

Response:

Bakkt Trust generates revenue from custody fees. Bakkt Trust’s customers generally consist of institutional investors.
Bakkt Trust executes a Warehouse Agreement with each customer, which provides the terms under which Bakkt Trust provides bitcoin custody services. Any customer may terminate the Warehouse Agreement at any time by written notice to Bakkt Trust
following the withdrawal of all bitcoin from Bakkt Trust. Bakkt Trust’s Warehouse Agreement consists of a single performance obligation to provide custodial services, which represents a stand-ready obligation and meets the criteria to be
accounted for as a series of distinct services. Under the Warehouse Agreement, Bakkt Trust may not pledge, encumber, hypothecate or otherwise grant to any third party any security interest in the customer’s account or any property credited
thereto.

 2

 United States Securities and Exchange Commission

June 28, 2021

 In the instance of institutional custody customers, Bakkt Trust charges a
fixed annual custody fee. The fixed custody fees represent fixed consideration. Bakkt recognizes the fixed consideration on a day to day basis in equal daily amounts throughout the term of the Warehouse Agreement. Bakkt Trust’s performance
obligation to provide custodial services meets the criterion in ASC 606-10-25-27(a) to be satisfied over time. Further, because
the nature of Bakkt Trust’s performance obligation is to stand-ready to provide custodial services on a when-and as-needed basis in an amount that is consistent day to day, Bakkt has concluded that the
most appropriate measure of progress for recognizing the fixed fee revenue is in equal daily increments.

 Bakkt Trust
acknowledges that its contract term under ASC 606 is actually only one day because the customer has the right to terminate the Warehouse Agreement at any time without incurring a termination penalty. As such, the parties’ enforceable rights and
obligations under the Warehouse Agreement are only for a single day and each subsequent day is effectively subject to a renewal option by the customer (which Bakkt has determined is not a material right because the amount of custody fees charged on
a day-to-day basis are equal). Because Bakkt Trust would be entitled to a pro rata portion of the custody fee if the customer terminated the Warehouse Agreement, this results in the same recognition pattern as if the contract term was fixed and the
customer did not have the ability to terminate the Warehouse Agreement for convenience.

 The Company will revise its
disclosures on pages 302, 303 and F-59 the Registration Statement to reflect this analysis as set forth in the corresponding proposed disclosure set forth in Annex A to this letter.

* * *

 Please do not hesitate to
contact Era Anagnosti at (202) 637-6274 of White & Case LLP with any questions or comments regarding this letter.

Sincerely,

 /s/ WHITE & CASE LLP

WHITE & CASE LLP

 3

 Annex A

See attached.

 Disaggregation of Revenue

The Company disaggregates revenue by service type, as management believes that this level of disaggregation depicts best how the nature, amount, timing and
uncertainty of revenue and cash flows are impacted by economic factors (in thousands):

Three Months Ended March 31,

2021

2020

 Transaction revenue, net(1)

$
3,295

$
238

 Subscription and service revenue

4,850

3,292

 Total

$
 8,145

$
3,530

(1)
 Net of rebates, liquidity payments, exchange and clearing expenses and Class B warrant asset amortization of
$889,000 and $624,000 for the three months ended March 31, 2021 and 2020, respectively.

December 31,
2020

December 31,
2019

 Transaction revenue, net(1)

$
7,386

$
(881
)

 Subscription and service revenue

21,109

—

 Other

—

17

 Total

$
 28,495

$
(864
)

(1)
 Net of rebates, liquidity payments, exchange and clearing expenses and Class B warrant asset amortization of
$4,477,000 and $881,000 for the years ended December 31, 2020 and 2019, respectively.

 Trading and clearing

All trading and clearing services are provided through the Digital Currency Trading, Clearing, and Warehouse Services Agreement with IFUS and ICUS (the
“Triparty Agreement”). Under the Triparty Agreement, we have determined that we are acting as an agent to arrange for trading and clearing services to be provided by IFUS and ICUS to our customers because we have concluded we do not
control the trading and clearing services (as we do not hold the required regulatory licenses to operate the trading/clearing platform). The performance obligations related to trading and clearing services consist of trade execution/clearing
novation and risk management of open interest and are generally satisfied almost simultaneously when the trade is executed (by IFUS) and cleared (by ICUS), and revenue is recognized at that point in time. We recognize revenue for trading and
clearing services net of expenses incurred by IFUS and ICUS related to their exchange and clearing services, which is included in “Net revenues” in the accompanying consolidated statements of operations and comprehensive loss.

In certain contracts with customers, we offer rebates to support market liquidity and trading volume, which provides qualified participants with a discount to
the applicable commission rate. These rebates represent a form of variable consideration. Because we generally measure and resolve these rebates within the same reporting period, it is generally not operationally necessary for us to estimate these
at a given reporting period date. These rebates are included in “Net revenues” in the accompanying consolidated statements of operations and comprehensive loss.

For our trading and clearing services, we bill customers for our services on a monthly basis, which is consistent with the timing of our revenue recognition.

 Revenue from our trading and clearing services is included in “Transaction revenue, net” in the disaggregation of revenue table.

Custody

  The Company provides a bitcoin custody
solution to customers, which is generally based on a fixed monthly fee invoiced quarterly. The contract for custodial services may be terminated by a customer at any time, without

 302

incurring a penalty. Our performance obligation related to the storage and custody of a customer’s bitcoin represents a stand-ready obligation and is recognized quarterly over the related
contract term. We recognize revenue from our custodial services on a gross basis as we are acting as the principal and sole party providing services in such arrangements. Bitcoin held in a custodial capacity on behalf of our customers is not
included in the Company’s consolidated balance sheet, as the Company does not have ownership over that bitcoin. Revenue from our custodial services are included in “Net revenues” in the accompanying consolidated statements of
operations and comprehensive loss.

  Revenue from our custody services is included in “Subscription and services revenue” in the
disaggregation of revenue table.

 Loyalty redemption platform

We host, operate and maintain a loyalty redemption platform connecting loyalty programs to ecommerce merchants allowing loyalty point holders to redeem a
spectrum of loyalty currencies for other digital assets, merchandise and services. Our customer in these arrangements is generally the loyalty partner. Our contracts related to our loyalty redemption platform consist of two performance obligations:
(1) access to the Company’s SaaS-based redemption platform and customer support services, and (2) order placement. We are a principal related to providing access to our redemption platform. We are acting as an agent to provide order
placement services on behalf of the loyalty partner. Revenues generated from our loyalty redemption platform are included in “Net revenues” in the accompanying consolidated statements of operations and comprehensive loss and include the
following:

•

 Platform subscription fees: Monthly fixed fee charged to loyalty partners to access the redemption platform and
receive customer support services. We recognize revenue for these fees on a straight-line basis over the related contract term, as the loyalty partner receives benefits evenly throughout the term of the contract. These fees are allocated to our
performance obligation to provide access to our redemption platform, and thus are recognized on a gross basis.

•

 Transaction fees: Transaction fees are earned for most transactions processed through our platform. These fees
are allocated to our performance obligation to provide order placement services on behalf of the loyalty partner, and therefore are recognized net of the related redemption cost. We allocate transaction fees to the period in which the related
transaction occurs.

•

 Revenue share fees: We are entitled to revenue share fees in the form of rebates from third-party commerce
merchants and other partners which provide services facilitating redemption order fulfilment. We allocate revenue share fees to the period in which the related transaction occurs.

•

 Service fees: We earn fees for certain software development activities associated with the implementation of new
customers on our loyalty redemption platform and other development activities if a loyalty partner requests that we customize certain features and functionalities for their loyalty program. We recognize service fees as revenue on a straight-line
basis, beginning when the internally developed software resulting from such implementation or other development activities are operational in our platform over the longer of the remaining anticipated customer life and 3 years, which represents the
estimated useful life of the Company’s internally developed software. Implementation and development service fees are generally billed when the implementation and development activities are performed.

Strategic alliance agreement

 In February 2020, the
Company entered into a Strategic Alliance Agreement with a strategic partner to develop and operate a mechanism whereby a customer can purchase food and beverage items from the strategic partner using their Bakkt digital wallet.

 303

 Identifiable intangible assets with finite lives are amortized on a straight-line basis over their estimated
useful lives and are also reviewed at least annually for impairment or more frequently if conditions exist that indicate that an asset may be impaired.

The Company did not record any impairment charges related to goodwill and intangible assets during the years ended December 31, 2020 and 2019.

Revenue Recognition

 We recognize revenue when we
transfer promised goods or services to customers in an amount that re

CORRESP
1
filename1.htm

CORRESP

 June 24, 2021

VIA EDGAR

 United States Securities and Exchange
Commission

 Division of Corporation Finance

 Office of
Technology

 100 F Street NE

 Washington, D.C. 20549

Attn:
 Amanda Kim, Senior Staff Accountant

Stephen Krikorian, Accounting Branch Chief

Matthew Crispino, Staff Attorney

Jan Woo, Legal Branch Chief

Re:
 VPC Impact Acquisition Holdings

Amendment No. 1 to Registration Statement on Form S-4

Filed May 25, 2021

File No. 333-254935

Ladies and Gentlemen:

 On behalf of our client,
VPC Impact Acquisition Holdings, a Cayman Islands exempted company (the “Company”), we are writing to propose the Company’s responses to the comments of the staff (the “Staff”) of the Division of
Corporation Finance of the United States Securities and Exchange Commission (the “Commission”) with respect to the above-referenced Amendment No. 1 to Registration Statement on Form
S-4/A filed on May 25, 2021 (the “Registration Statement”), contained in the Staff’s letter dated June 17, 2021 (the “Comment Letter”).

As discussed with the accounting Staff during a virtual meeting on June 23, 2021, we are submitting supplementally as an Annex A-1 -
A-4 to this letter, proposed marked copies of the pages of the Registration Statement reflecting revised disclosures responsive to the Staff’s comments in the Comment Letter. The Company intends to incorporate these changes into a future
amendment to the Registration Statement.

 For ease of reference, each comment contained in the Comment Letter is printed below in bold and
is followed by the Company’s response. All page references in the responses set forth below refer to page numbers in the Registration Statement. Capitalized terms used but not defined herein have the meanings set forth in the Registration
Statement.

 Amendment No. 1 Registration Statement on Form S-4

Questions and Answers for Shareholders of VIH, page 12

1.
 We note your response to prior comment 1. Please add disclosure to the Q&A section or the summary
explaining that although ICE will beneficially own approximately 65% of Bakkt Pubco common stock following the business combination, the company will not be a controlled company under the applicable rules of the NYSE because of the terms of
the voting agreement between ICE and Bakkt Pubco.

 United States Securities and Exchange Commission

June 24, 2021

 Response:

The Company will revise page 32 the Registration Statement to include the aforementioned summary with the disclosure of the
post-closing company structure. Please refer to the corresponding proposed disclosure set forth in Annex A-1 to this letter.

 Projected Financial
Information, page 160

2.
 Please consider revising the column labeled as revenue to use a more appropriate description. Revenue in
this table appears to include the asset value of the cryptocurrency and defining that value as revenue is contrary to your response to prior comment no. 8. Alternatively, consider presenting the asset value in a separate column that does not imply
that the amount is revenue.

 Response:

We respectfully acknowledge the Staff’s comments and inform the Staff that the Company will revise page 162 of the
Registration Statement to show the sub-components included in the above-referenced revenue information, as set forth in the corresponding proposed disclosure set forth in Annex A-2 to this letter. In addition,
the Company has clarified the disclosure corresponding to the accounting treatment relating to the use of financial projections. These proposed revisions have also been reflected in the risk factors on page 96 and 102 of the Registration Statement
and in the projected financial information section on page 161 of the Registration Statement, which disclosures also are included in Annex A-2.

Further, the Company informs the Staff that the activities described by the Company in response to the Staff’s prior
comment 8, which relate to Bakkt’s custody activity within Bakkt Trust, constitute separate and distinct activities from activity in the Bakkt consumer app. The sales of cryptocurrency relate to transactions executed on Bakkt’s consumer
app within Bakkt Marketplace, which activities are currently immaterial. Bakkt intends to pre-clear its accounting policy for revenue recognition related to these transactions with the Staff before the
activity becomes material.

 Management’s Discussion & Analysis of Financial Condition and Results of Operations of Bakkt Key Factors
Affecting Our Performance, page 284

3.
 In response to prior comment 5, you revised your disclosures to state Bakkt has over 250 partners currently
accessible through the platform. Additionally, you disclose in your results of operations that revenue materially increased due to the expansion of your loyalty business. Given the material increase, please disclose the partners accessible for all
periods presented.

 2

 United States Securities and Exchange Commission

June 24, 2021

 Response:

The Company will revise the Registration Statement on page 288 to clarify that the increase in revenue related to the increased
activity from the Company’s loyalty redemption business following the acquisition of Bridge2 Solutions and, with respect to the increase in the first quarter of 2021, increased revenue from higher customer activity in the Company’s loyalty
redemption business. Furthermore, the Company will clarify on page 284 that the number of partners increased significantly following the launch of the Company’s consumer app in March 2021, which enabled the Company to add gift card partners and
“view only” partners (meaning that users can view, but not transact in, their loyalty point balances with such partners). As such, the Company believes that a comparison of partners to periods prior March 2021 would not be meaningful to
readers of the Registration Statement. Corresponding proposed disclosure in response to this comment is set forth in Annex A-3 to this letter.

Results of Operations, page 287

4.
 We have reviewed your response to prior comment 6. Please include the reconciliation of Bridge2
Solutions’ revenue included in Bakkt’s consolidated statements of operations from February 22, 2020 through December 31, 2020 to Bakkt’s reported revenue of $28,495K for the year ended
December 31, 2020 in your Results of Operations.

 Response:

The Company will revise pages 287 and 291 of the Registration Statement accordingly as set forth in the corresponding proposed
disclosure set forth in Annex A-4 to this letter.

 Bakkt Holdings, LLC

Revenue recognition, page F-59

5.
 We continue to consider your response to prior comment 8 and may have further comments.

 The Company acknowledges the Staff’s comment.

* * *

 Please do not hesitate to
contact Era Anagnosti at (202) 637-6274 of White & Case LLP with any questions or comments regarding this letter.

Sincerely,

 /s/ WHITE & CASE LLP

WHITE & CASE LLP

 3

 Annex A-1

Proposed Changes in Response to Staff Comment No. 1

 The diagram below depicts a simplified version of our organizational structure immediately following the
Closing.

 Post-Closing Company Structure

(1)
 The term Bakkt Equity Holders includes ICE. Although ICE will beneficially own greater than 50% of Bakkt Pubco
Common Stock, Bakkt Pubco will not be able to avail itself of any grace periods or “controlled company” exemptions provided under the applicable rules of the NYSE due to the limitations imposed by the Voting Agreement that ICE and the
Company will enter into at Closing.

  Our organizational structure following the completion of the Business Combination, as
described above, is commonly referred to as an umbrella partnership-C corporation (or “Up-C”) structure. This organizational structure will allow the
Bakkt Equity Holders to retain their equity ownership in Bakkt, an entity that is classified as a partnership for U.S. federal income tax purposes, in the form of Bakkt Opco Common Units. Those investors who, prior to the Business Combination, held
VIH Class A Ordinary Shares or VIH Class B Ordinary Shares of VIH will, by contrast, hold their equity ownership in Bakkt Pubco that is a domestic corporation for U.S. federal income tax purposes. VIH believes that the Bakkt Equity Holders
will generally find it advantageous to continue to hold their equity interests in an entity that is not taxable as a corporation for U.S. federal income tax purposes. VIH does not believe that the Up-C
organizational structure will give rise to any significant business or strategic benefit or detriment to VIH. See the section entitled “Risk Factors—Risks Related to the Domestication and the Business Combination” beginning on
page 54 of this proxy statement/prospectus for additional information on our organizational structure, including the Tax Receivable Agreement.

 32

 Annex A-2

Proposed Changes in Response to Staff Comment No. 2

Projections are not subject to SEC rules regarding disclosures of non-GAAP financial measures, which would otherwise require a reconciliation of a non-GAAP financial measure to a GAAP financial measure. Accordingly, no reconciliation of the financial measures included in the Projections were prepared, and therefore none have been provided in this proxy
statement/prospectus.

 Below is a summary of the key Projections.

 ($ in millions)

2021E

2022E

2023E

2024E

2025E

 Transaction(1)

$
16

$
137

$
234

$
294

$
351

 Crypto Trades(2)

849

2,863

4,413

5,410

6,206

 Subscription, Services and Other

23

30

35

37

40

 Revenue

$
889

$
3,030

$
4,681

$
5,741

$
6,597

 Transaction-Based Expenses(3)

(834
)

(2,806
)

(4,325
)

(5,302
)

(6,082
)

 Revenue Less Transaction-Based
Expenses(4)

$
55

$
224

$
357

$
439

$
515

 EBITDA(5)

$
(184
)

$
(46
)

$
79

$
181

$
242

 Adjustments(6)

15

23

32

39

43

 Adjusted EBITDA(7)

$
(169
)

$
(23
)

$
111

$
221

$
285

   Note: All projected financial information is subject to the detailed assumptions and disclosures set forth above in
this section entitled “Projected Financial Information.” Also, certain information presented above may not sum to total due to rounding.

(1)
 Transaction revenue is shown net of certain contra-revenue items.

(2)
 Consists of the gross revenue from sales of cryptocurrency, in which Bakkt will act as the principal, in
transactions with its third-party trading relationships and its app consumers. The revenue activity relates to the launch of Bakkt’s consumer app, which became broadly available in March 2021. The revenue projections were based, among other
things, on estimates of active and transacting user base, transaction volume and the price of cryptocurrency.

(3)
 Consists of estimated cost of cryptocurrency sold.

(4)
 Revenue Less Transaction-Based Expenses is calculated as revenue (which substantially consists of the gross
revenue from sales of cryptocurrency (see footnote 2 above)) less the estimated cost of cryptocurrency sold (see footnote 3 above).

(5)
 EBITDA is a non-GAAP financial measure and is defined as earnings before interest, income taxes, depreciation
and amortization.

(6)
 Adjustments reflect certain non-cash and/or non-recurring items that are added to EBITDA to calculate Adjusted
EBITDA, including non-cash compensation (which does not reflect the anticipated non-cash compensation granted to the then-incoming chief executive officer) and parent equity contribution amortization (which is a contra-revenue item).

(7)
 Adjusted EBITDA is a non-GAAP financial measure and is defined as
earnings before interest, income taxes, depreciation, amortization and certain non-cash and/or non-recurring items that do not contribute directly to Bakkt’s
evaluation of its operating results. These items include, among others, acquisition costs, restructuring and certain severance costs, strategic initiative and other charges, unit-based compensation, parent equity contribution (a contra-revenue
item), and the impact of certain other period specific non-recurring transactions.

  EXCEPT
TO THE EXTENT REQUIRED BY APPLICABLE FEDERAL SECURITIES LAWS, BY INCLUDING IN THIS PROXY STATEMENT/PROSPECTUS A SUMMARY OF INTERNAL FINANCIAL PROJECTIONS, NONE OF VIH, BAKKT OR ANY OF THEIR RESPECTIVE REPRESENTATIVES OR AFFILIATES UNDERTAKES ANY
OBLIGATION TO, AND EACH EXPRESSLY DISCLAIMS ANY RESPONSIBILITY TO, UPDATE OR REVISE, OR PUBLICLY DISCLOSE ANY UPDATE OR REVISION TO, THESE FINANCIAL PROJECTIONS TO REFLECT CIRCUMSTANCES OR EVENTS, INCLUDING

 162

•

 consumer launch of the Bakkt Platform in Q1 2021;

•

 continued acquisition of partnerships with digital asset content providers; and

•

 expansion of the number and type of digital assets offered on the Bakkt Platform including, but not limited to
additional cryptoassets, in-game assets, equity securities and additional loyalty and rewards points/miles.

The Projections were prepared solely for internal use and not with a view toward public disclosure or toward complying with GAAP, the published guidelines of
the SEC regarding projections or the guidelines established by the American Institute of Certified Public Accountants for preparation and presentation of prospective financial information. The Projections included in this document have been prepared
by, and are the responsibility of, Bakkt’s management. Neither the independent registered public accounting firms of Bakkt or VIH nor any other registered public accounting firms, have compiled, examined or performed any procedures with respect
to the Projections contained herein, nor have they expressed any opinion or any other form of assurance on such information their achievability, and the independent registered public accounting firms of Bakkt and VIH assume no responsibility for,
and disclaim any association with, the Projections. The report of the independent registered public accounting firm included in this document relates to the historical financial information of Bakkt. It does not extend to the Projections and should
not be read to do so. Additionally, at the time the Projections were provided to the VIH Board, the accounting for revenues from cryptocurrency transactions were under review and subject to change. Revenues and costs resulting from cryptocurrency
transactions in the Projections were reflected on a gross basis. See also risk factors titled “Because there is limited guidance for tax reporting or accounting of Bitcoin and other cryptoasset transactions, the determination that Bakkt has
made for how to account for or report the tax treatment of cryptoasset transactions may be subject to change” on page 96 and “Future changes in financial accounting standards may significantly change Bakkt’s reported results of
operations” on page 102. Furthermore, the Projections do not take into account any circumstances or events occurring after the date they were prepared. Nonetheless, a summary of the Projections is provided in this proxy statement/prospectus
because the Projections were made available to VIH. The inclusion of the Projections in this proxy statement/prospectus should not be regarded as an indication that VIH, the VIH Board, or their respective affiliates, advisors or other
representatives considered, or now considers, such Projections necessarily to be predictive of actual future results or to support or fail to support your decision whether to vote for or against the Business Combination Proposal. No person has made
or makes any representation or warranty to any VIH shareholder regarding the information included in these Projections. The Projections are not fact and should not be relied upon as being necessarily indicative of future results, and readers of this
proxy statement/prospectus are cautioned not to place undue reliance on this information. The Projections should not be viewed as public guidance.

The Projections are not included in this proxy statement/prospectus in order to induce any VIH shareholders to vote in f

United States securities and exchange commission logo
June 17, 2021
Scott R. Zemnick
General Counsel
VPC Impact Acquisition Holdings
c/o Victory Park Capital Advisors, LLC
150 North Riverside Plaza, Suite 5200
Chicago, IL 60606
Re:VPC Impact Acquisition Holdings
Amendment No. 1 to Registration Statement on Form S-4
Filed May 25, 2021
File No. 333-254935
Dear Mr. Zemnick:
            We have reviewed your amended registration statement 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 April 19, 2021 letter.
Amendment No. 1 to Registration Statement on Form S-4
Questions and Answers for Shareholders of VIH, page 12
1.We note your response to prior comment 1.  Please add disclosure to the Q&A section or
the summary explaining that although ICE will beneficially own approximately 65% of
Bakkt Pubco common stock following the business combination, the company will not be
a controlled company under the applicable rules of the NYSE because of the terms of the
voting agreement between ICE and Bakkt Pubco.

 FirstName LastNameScott R. Zemnick
 Comapany NameVPC Impact Acquisition Holdings
 June 17, 2021 Page 2
 FirstName LastName
Scott R. Zemnick
VPC Impact Acquisition Holdings
June 17, 2021
Page 2
Projected Financial Information, page 160
2.Please consider revising the column labeled as revenue to use a more appropriate
description.  Revenue in this table appears to include the asset value of the cryptocurrency
and defining that value as revenue is contrary to your response to prior comment no. 8.
Alternatively, consider presenting the asset value in a separate column that does not imply
that the amount is revenue.
Management's Discussion & Analysis of Financial Condition and Results of Operations of Bakkt
Key Factors Affecting Our Performance, page 284
3.In response to prior comment 5, you revised your disclosures to state Bakkt has over 250
partners currently accessible through the platform.  Additionally, you disclose in your
results of operations that revenue materially increased due to the expansion of your loyalty
business.  Given the material increase, please disclose the partners accessible for all
periods presented.
Results of Operations, page 287
4.We have reviewed your response to prior comment 6.  Please include the reconciliation of
Bridge2 Solutions’ revenue included in Bakkt’s consolidated statements of operations
from February 22, 2020 through December 31, 2020 to Bakkt’s reported revenue of
$28,495K for the year ended December 31, 2020 in your Results of Operations.
Bakkt Holdings, LLC
Revenue recognition, page F-59
5.We continue to consider your response to prior comment 8 and may have further
comments.
            You may contact Amanda Kim, Senior Staff Accountant, at (202) 551-3241 or
Stephen Krikorian, Accounting Branch Chief, at (202) 551-3488 if you have questions
regarding comments on the financial statements and related matters. Please contact Matthew
Crispino, Staff Attorney, at (202) 551-3456 or Jan Woo, Legal Branch Chief, at (202) 551-3453
with any other questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Era Anagnosti

CORRESP
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CORRESP

 WHITE & CASE

White & Case LLP

1221 Avenue of the Americas

New York, NY 10020-1095

T +1 212 819 8200

whitecase.com

 May 25,
2021

 VIA EDGAR

 United States Securities and
Exchange Commission

 Division of Corporation Finance

 Office
of Technology

 100 F Street NE

 Washington, D.C. 20549

Attn:
 Amanda Kim, Senior Staff Accountant

 Stephen Krikorian, Accounting Branch Chief

 Matthew Crispino, Staff Attorney

 Jan Woo, Legal Branch Chief

Re:
 VPC Impact Acquisition Holdings

 Registration Statement on Form S-4

 Filed March 31, 2021

 File No. 333-254935

Ladies and Gentlemen:

 On behalf of our client,
VPC Impact Acquisition Holdings, a Cayman Islands exempted company (the “Company”), we are writing to provide the Company’s responses to the comments of the staff (the “Staff”) of the Division of
Corporation Finance of the United States Securities and Exchange Commission (the “Commission”) with respect to the above-referenced registration statement on Form S-4 filed on
March 31, 2021 (the “Registration Statement”), contained in the Staff’s letter dated April 19, 2021 (the “Comment Letter”). We are concurrently submitting via EDGAR this letter and an
amendment to the Registration Statement (the “Amended Registration Statement”).

 For ease of reference, each
comment contained in the Comment Letter is printed below in bold and is followed by the Company’s response. All page references in the responses set forth below refer to page numbers in the Amended Registration Statement. Capitalized terms used
but not defined herein have the meanings set forth in the Amended Registration Statement.

 Registration Statement on Form S-4

 Risk Factors, page 52

1.
 As it appears from your response to prior comment 5 that you will be a controlled company following the
business combination, please add a risk factor that discusses the effect, risks and uncertainties of being designated a controlled company.

 WHITE & CASE

United States Securities and Exchange Commission

 May 25, 2021

 Response:

The Company respectfully advises the Staff that Bakkt Pubco does not intend to avail itself of the controlled company
exemptions under the rules of the NYSE, the exchange on which Bakkt Pubco will trade following the Business Combination, because Bakkt Pubco will not qualify as a “controlled company” under the applicable rules of the NYSE, as there is no
single person, entity or group that will hold more than 50% of the voting power for the election of directors.

 As
disclosed in the Amended Registration Statement (see, e.g., page 145), concurrently with the consummation of the Business Combination, Intercontinental Exchange Holdings, Inc. (“ICE”) and Bakkt Pubco will enter into a Voting
Agreement, whereby ICE has agreed to limit its ability to freely vote its shares of Bakkt Pubco to a maximum of 30% at any time when ICE (together with its affiliates) beneficially owns greater than 50% of the total voting power of Bakkt Pubco. In
that circumstance, to the extent ICE’s voting power exceeds 30% of the total voting power of all of the shares of Bakkt Pubco Common Stock that are issued and outstanding and entitled to be voted as of the relevant record date (such shares
beneficially owned by ICE represented thereby, the “Excess Shares”) as of a record date for a stockholder vote or consent of the Bakkt Pubco (a “Stockholder Matter”), ICE will irrevocably appoint a
proxy, designated by the Company Board, to vote the Excess Shares in the same percentages for and against such Stockholder Matter as votes were cast for and against such Stockholder Matter by all stockholders of Bakkt Pubco other than ICE. The form
of Voting Agreement is included as Annex H of the proxy statement/prospectus. Additionally, the Company has updated the disclosure on page 68 of the Amended Registration Statement to clarify that ICE will beneficially own approximately 65%
of Bakkt Pubco Common Stock, but ICE’s voting power in respect of Bakkt Pubco Common Stock is reduced to 30% pursuant to the Voting Agreement so long as it owns shares of Bakkt Pubco Common Stock representing more than 50% of the total voting
power of Bakkt Pubco.

 Unaudited Pro Forma Condensed Combined Financial Information

Introduction, page 210

2.
 We note that Bakkt Pubco will acquire a controlling interest in Bakkt and will be the accounting acquirer.
Please clarify how you considered that since Bakkt Equity Holders will retain control over Bakkt Pubco, the transaction would be subject to guidance for common control transactions. That is, the combination would lack substance. Please advise.

 Response:

The Company respectfully advises the Staff that Bakkt’s management has determined that Bakkt Equity Holders will not
retain control over Bakkt Pubco. It is anticipated that, following the closing of the Proposed Transaction, Bakkt Equity Holders (without taking into account any Public Shares held by Bakkt Equity Holders prior to the consummation of the Proposed
Transaction or purchased in the PIPE Investment) are expected to own approximately 78% of the outstanding Bakkt Pubco Common Stock. The

 WHITE & CASE

United States Securities and Exchange Commission

 May 25, 2021

majority of Bakkt Equity Holders’ ownership will be held by ICE, which is expected to beneficially own approximately 65% of the Company’s voting stock; however, as stated in the
response to comment 1 above, ICE has agreed to limit its voting power such that ICE will never control 50% or more of the voting power of the outstanding shares of Bakkt Pubco. Management of the Company therefore considered whether ICE would be
required to consolidate Bakkt Pubco under the variable interest entity (“VIE”) or voting interest entity models and determined that consolidation of Bakkt Pubco by ICE would not be appropriate under either model based on the
following analysis:

 Consolidation under the VIE model

To determine if ICE would be required to consolidate Bakkt Pubco under the VIE model, Bakkt’s management considered ASC 810-10-25-38A, which requires the reporting entity to perform a qualitative assessment that focuses on whether the reporting entity has
two characteristics, which are referred to as the “power criterion” and “economics criterion.” We concluded that ICE does not meet the power criterion, as there is no scenario where ICE would have unilateral control over the
activities that most significantly affect Bakkt Pubco’s economic performance since (1) in accordance with Section 5.12 of the Merger Agreement, only one out of the nine members of the Board of Directors of Bakkt Pubco will be
affiliated with ICE, and the majority of the Board of Directors of Bakkt Pubco must be independent directors not affiliated with ICE, and (2) ICE’s voting power will be limited to 30% of the total voting power outstanding at the time of
any stockholder vote, so long as it owns shares of Bakkt Pubco Common Stock representing more than 50% of the total voting power of Bakkt Pubco pursuant to the Voting Agreement, as described on page 145 of the Amended Registration Statement.
Bakkt’s management also considered whether the Sponsor is a related party or de facto agent in respect to ICE, as this could impact the power criterion analysis. However, it was determined that the Sponsor did not meet the definition of a
related party pursuant to ASC 850 or a de facto agent pursuant to ASC 810-10-25-43. As an entity must meet both criteria in ASC 810-10-25-38A to be considered a VIE’s primary beneficiary, and ICE does not meet the power criterion.

Consolidation under the voting interest entity model

To determine whether ICE would be required to consolidate Bakkt Pubco under the voting interest entity model, Bakkt’s
management considered that the usual condition for a controlling financial interest is ownership of a majority of the voting interest, and, therefore, as a general rule, ownership by one reporting entity, directly or indirectly, of more than 50% of
the outstanding voting shares of another entity points toward consolidation. However, ICE does not meet the usual condition for a controlling financial interest in Bakkt Pubco as (1) ICE’s voting power will be limited to 30% of the total
voting power outstanding at the time of any stockholder vote, so long as it owns shares of Bakkt Pubco Common Stock representing more than 50% of the total voting power of Bakkt Pubco pursuant to the Voting Agreement, as described on page 145 of the
Amended Registration Statement, and (2) ICE does not unilaterally control the Board of Directors of Bakkt Pubco, as, in accordance with Section 5.12 of the Merger Agreement, only one out of the nine members of the Board of Directors of
Bakkt Pubco will be affiliated with ICE, and the majority of the Board of Directors of Bakkt Pubco must be independent directors not affiliated with ICE. Further, Bakkt’s management considered ASC 810-10-15-8, which provides that “the power to control may also

 WHITE & CASE

United States Securities and Exchange Commission

 May 25, 2021

exist with a lesser percentage of ownership, for example, by contract, lease, agreement with other stockholders, or by court decree,” and determined no arrangement exists between ICE and
Bakkt Pubco which provides ICE with the power to control Bakkt Pubco.

 Further in response to the Staff’s comment, the
Company has revised its disclosures on pages 49 and 214 of the Amended Registration Statement to include the following language to address the limitation on the voting power of ICE and its affiliates:

“Bakkt Equity Holders will not hold a controlling interest in Bakkt Pubco or Bakkt Opco due to (1) the limitation imposed by the
Voting Agreement on ICE and its affiliates’ voting power to 30% of the total voting power of all Bakkt Pubco Class A Shares and Bakkt Pubco Class V Shares that are issued and outstanding and entitled to vote as of the relevant record
date so long as it owns shares of Bakkt Pubco Common Stock representing more than 50% of the total voting power of Bakkt Pubco, and (2) ICE and its affiliates do not unilaterally control the Board of Directors of Bakkt Pubco, as, in accordance
with Section 5.12 of the Merger Agreement, only one out of the nine members of the Board of Directors of Bakkt Pubco will be affiliated with ICE, and the majority of the Board of Directors of Bakkt Pubco must be independent directors not
affiliated with ICE. For additional information, see the section entitled “Voting Agreement” beginning on page 145 of this proxy statement/prospectus.”

NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

3. Transaction Accounting Adjustments to Pro Forma Condensed Combined Balance Sheet, page 216

3.
 You disclose in footnote (G) that there have been adjustments to historical mezzanine
equity in Bakkt’s historical financial statements. Please revise footnote (G) to describe the exchange terms for the incentive units.

Response:

In response to the Staff’s comment, the Company has revised Note (G) on page 225 of the Amended Registration
Statement to include the following language to describe the exchange terms for the incentive units:

 “Bakkt Incentive Units will be
converted into the right to receive a portion of the aggregate consideration of 208,200,000 Bakkt Opco Common Units and 208,200,000 Bakkt Pubco Class V Shares equal to the Aggregate Merger Consideration multiplied by the incentive unit
holders’ pro rata percentage, determined by the aggregate number of incentive units held divided by the number of equity interests in Bakkt on a fully diluted basis. Pursuant to its authority under the Bakkt Plan, the plan administrator
determined that, in accordance with the terms of the Bakkt Plan, the Bakkt Incentive Units would be treated, as to vesting, as if the Proposed Transaction were an IPO (as defined in the Bakkt Plan). The amount of

 WHITE & CASE

United States Securities and Exchange Commission

 May 25, 2021

Paired Interests that a holder of Bakkt Incentive Units will be entitled to receive at the Closing is based on the exchange ratio for the Bakkt Interests held by the Bakkt Equity Holders,
equitably adjusted to give effect to the terms of such holders’ grants and the underlying threshold value applicable to a grant. Converted Bakkt Incentive Units are reflected in the pro forma noncontrolling interest in Note 3(H).”

Additionally, the Company refers the Staff to the discussion of the exchange terms for the Bakkt Incentive Units on pages 122-123 of the Amended Registration Statement.

4.
 Please clarify why the non-controlling interest is classified as
stockholder’s equity instead of mezzanine or temporary equity. We note your disclosure that “each Bakkt Opco Common Unit, when coupled with one Bakkt Pubco Class V Share may be exchanged for one Bakkt Pubco
Class A Share or the Cash Amount in accordance with and subject to the terms of the Surviving Company LLC Agreement and the Exchange Agreement.” It appears that this equity may not be permanent since the Units can be
exchanged for cash. See ASC 480-10-S99. Please describe the terms and the accounting analysis that supports your presentation.

Response:

The Company respectfully advises the Staff that the Non-controlling Interest
(“NCI”) shares are not required to be classified outside of permanent equity.

 To determine whether
or not the NCI requires presentation outside of permanent equity, the Company considered the guidance at ASC 480-10-S99 and evaluated the redemption rights. ASC 480-10- S99-3A(6) requires the issuer to evaluate whether it has the ability to settle the instrument in its equity shares in
accordance with the equity classification conditions in ASC 815-40-25. If the issuer could ever be forced to cash settle the feature (e.g., because of the lack of a
share cap in the contract), the equity instrument should be classified as temporary equity even if the contract ostensibly requires or permits the issuer to settle in its equity shares. The Exchange Right entitles the holder to exchange Bakkt Opco
Common Units and Bakkt Pubco Class V Shares (together referred to as “Paired Interests”) for Bakkt Pubco Class A Shares at an exchange ratio of 1:1, or the cash value as specified in the Exchange Agreement. The
Company notes that the Bakkt Pubco Class A Shares are classified as permanent equity. However, while the Exchange Agreement provides that Paired Interests may be exchanged for cash, this only occurs at the election of Bakkt Pubco. Bakkt
Pubco cannot be “forced” to exercise its cash settlement rights. Such right would require the exercise of the judgment of Bakkt Pubco management, acting under the authority or direction of its Board of Directors. As noted above, Bakkt
Equity Holders do not have an ability to control the Board, as only one out of the nine members of the Board of Directors of Bakkt Pubco has been solely designated by Bakkt, and the majority of the Board of Directors of Bakkt Pubco must be
independent directors not affiliated with ICE, in accordance with Section 5.12 of the Merger Agreement. Furthermore, as discussed in the response to comment 1 above, the Bakkt Equity Holders will not control 50% or more of the voting power of
the outstanding shares of Bakkt Pubco Common Stock. Therefore, the cash election provision is outside of the control of the NCI holders.

 WHITE & CASE

United States Securities and Exchange Commission

 May 25, 2021

 In order to determine whether it is appropriate for the convertible shares to
remain in permanent equity the Company considered the equity classification conditions in ASC 815-40-25-10 as follows:

•

 Entity has sufficient authorized and unissued shares. The number of shares authorized and unissued is
equal or greater than the number of shares of Bakkt Pubco would be required to provide if all equityholders of Bakkt Opco Common Units exercised their Exchange Rights.

•

 Contract contains an explicit share

United States securities and exchange commission logo
April 19, 2021
Scott R. Zemnick
General Counsel
VPC Impact Acquisition Holdings
c/o Victory Park Capital Advisors, LLC
150 North Riverside Plaza, Suite 5200
Chicago, IL 60606
Re:VPC Impact Acquisition Holdings
Registration Statement on Form S-4
Filed March 31, 2021
File No. 333-254935
Dear Mr. Zemnick:
            We have reviewed your amended registration statement 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 March 16, 2021 letter.
Registration Statement on Form S-4
Risk Factors, page 52
1.As it appears from your response to prior comment 5 that you will be a controlled
company following the business combination, please add a risk factor that discusses the
effect, risks and uncertainties of being designated a controlled company.
Unaudited Pro Forma Condensed Combined Financial Information
Introduction, page 210
2.We note that Bakkt Pubco will acquire a controlling interest in Bakkt and will be the
accounting acquirer.  Please clarify how you considered that since Bakkt Equity Holders

 FirstName LastNameScott R. Zemnick
 Comapany NameVPC Impact Acquisition Holdings
 April 19, 2021 Page 2
 FirstName LastName
Scott R. Zemnick
VPC Impact Acquisition Holdings
April 19, 2021
Page 2
will retain control over Bakkt Pubco, the transaction would be subject to guidance for
common control transactions.  That is, the combination would lack substance.  Please
advise.
NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL
INFORMATION
3. Transaction Accounting Adjustments to Pro Forma Condensed Combined Balance Sheet, page
216
3.You disclose in footnote (G) that there have been adjustments to historical mezzanine
equity in Bakkt’s historical financial statements.  Please revise footnote (G) to describe
the exchange terms for the incentive units.
4.Please clarify why the non-controlling interest is classified as stockholder's equity instead
of mezzanine or temporary equity.  We note your disclosure that "each Bakkt Opco
Common Unit, when coupled with one Bakkt Pubco Class V Share may be exchanged for
one Bakkt Pubco Class A Share or the Cash Amount in accordance with and subject to the
terms of the Surviving Company LLC Agreement and the Exchange Agreement".  It
appears that this equity may not be permanent since the Units can be exchanged for cash.
See ASC 480-10-S99.  Please describe the terms and the accounting analysis that supports
your presentation.
Key factors affecting our performance, page 274
5.We have reviewed your response to prior comment 9.  Given that Bakkt and B2S
Holdings appear to have engaged in operations, please tell us what operating metrics are
regularly reviewed for Bakkt and B2S Holdings and what consideration was given to
disclosing information about those metrics.  Refer to Section III.B of SEC Release No. 33-
8350.
Management's Discussion and Analysis of Financial Condition and Results of Operations of
Bakkt
Our Corporate Structure, page 276
6.We note your response to prior comment 14 and references to the disclosure on page F-
40.  It appears that based on that disclosure a supplemental discussion based on pro forma
financial information is warranted, especially since Bakkt had negative revenues in 2019.
Further, presenting and analyzing pro forma revenue and cost of revenue seems to be
meaningful information in order to discuss the decrease in revenue as shown on your page
F-40.  The revenue discussed for 2020 is primarily that of Bridge2 Solutions.  In light of
these factors, explain in greater detail why this pro forma information is not material
information to an investor.  In addition, please explain why Bridge2 Solutions’ revenue of
$30,774K included in Bakkt's consolidated statements of operations from February 22,
2020 through December 31, 2020 is more than Bakkt's reported revenue of $28,495K.

 FirstName LastNameScott R. Zemnick
 Comapany NameVPC Impact Acquisition Holdings
 April 19, 2021 Page 3
 FirstName LastName
Scott R. Zemnick
VPC Impact Acquisition Holdings
April 19, 2021
Page 3
Consolidated Statements of Operations, page F-24
7.In your response to prior comments 17 and 20, you state that you apply the guidance in
Rule 5-03 of Regulation S-X.  However, this does not appear to be the case given that you
further explain that you do not operate your business in a manner that allows costs to be
distinguished between their nature and function and you continue to present your
operating expenses by nature and function.  Please explain how your presentation of
“compensation and benefits” expense complies with Rule 5-03 of Regulation S-X when
these expenses are not allocated across your other operating expenses.  The amounts
should be allocated on a reasonable basis in order to comply with the Rule.
Bakkt Holdings, LLC
13. Fair Value Measurements, page F-57
8.Your response to prior comment 19 states that "Bitcoin that Bakkt holds in a custodial
capacity on behalf of its customers are not included in Bakkt’s consolidated balance
sheets".  Please provide an analysis of whether you have legal and accounting control of
the Bitcoin.  That is, explain in greater detail why the Bitcoin is an off-balance sheet
asset.  See ASC 606-10-55-36 and 36A.
            You may contact Amanda Kim, Senior Staff Accountant, at (202) 551-3241 or Stephen
Krikorian, Accounting Branch Chief, at (202) 551-3488 if you have questions regarding
comments on the financial statements and related matters. Please contact Matthew Crispino,
Staff Attorney, at (202) 551-3456 or Jan Woo, Legal Branch Chief, at (202) 551-3453 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Era Anagnosti

CORRESP
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CORRESP

 March 31, 2021

VIA EDGAR

United States Securities and Exchange Commission

 Division of
Corporation Finance

 Office of Technology

 100 F Street NE

Washington, D.C. 20549

Attn:  Amanda Kim, Staff Accountant

Stephen Krikorian, Accounting Branch Chief

Matthew Crispino, Staff Attorney

Jan Woo, Legal Branch Chief

Re:   VPC Impact Acquisition Holdings

Draft Registration Statement on Form S-4

Submitted February 16, 2021

CIK No. 0001820302

Ladies and Gentlemen:

On behalf of our client, VPC Impact Acquisition Holdings, a Cayman Islands exempted company (the “Company”), we are writing to
submit the Company’s responses to the comments of the staff of the Division of Corporation Finance of the United States Securities and Exchange Commission (the “Staff”) with respect to the above-referenced draft registration statement
on Form S-4 submitted on February 16, 2021 (the “DRS”), contained in the Staff’s letter dated March 16, 2021 (the “Comment Letter”).

 The Company has publicly filed via EDGAR its registration statement
on Form S-4 (the “Registration Statement”), which reflects the Company’s responses to the comments received by the Staff and certain updated information. For ease of reference, each comment
contained in the Comment Letter is printed below in bold and is followed by the Company’s response. All page references in the responses set forth below refer to page numbers in the Registration Statement. Capitalized terms used but not defined
herein have the meanings set forth in the Registration Statement.

 Questions and
Answers for Shareholder of VIH

 What equity stake will current VIH shareholders and Bakkt Equity Holders hold in Bakkt Pubco..., page
14

 1.  We note that you
disclose the equity stake of stockholder groups assuming no redemption. Please revise to also disclose the equity stake of these groups assuming maximum redemption.

 White & Case LLP

1221 Avenue of the Americas

 New York, NY 10020-1095

T +1 212 819 8200

whitecase.com

 United States Securities and Exchange Commission

March 31, 2021

 Response: The Company acknowledges the Staff’s comment, and has revised its
disclosure on pages 14 and 15 to disclose the equity stake of the various groups of shareholders assuming maximum redemption.

 What vote is required to
approve each proposal at the extraordinary general meeting?, page 23

2.
 On page 213, you disclose that VIH’s Sponsor, executive officers and directors have agreed to vote in
favor of the business combination. Please revise this Q&A and elsewhere to disclose the percentage of VIH shares that are subject to an agreement to vote in favor of the business combination. Additionally, since the business combination proposal
requires only the affirmative vote of the majority of the votes cast by VIH stockholders, also disclose the percentage of remaining shares needed to vote for the business combination proposal if only a quorum of VIH shares are present.

 Response: The Company has revised its disclosure on pages 24, 25, 138, and 139 to address the Staff’s
comment.

 Post-Closing Company Structure, page 32

3.
 Please revise the post-closing company structure chart to show the percentage ownership in Bakkt Holdings
Inc. held by the VIH public shareholders, the VIH sponsor and independent directors, the PIPE investors and the Bakkt equity holders. Also, show the percentage ownership in Bakkt Opco Holdings, LLC. held by Bakkt Holdings Inc. and the Bakkt equity
holders.

 Response: The Company has revised its disclosure on page 32 to address the Staff’s comment.

 Risk Factors, page 52

4.
 You state that your digital asset marketplace is designed to enable participants to transact in digital
assets. Please state clearly whether you intend to include digital asset securities as part of your business. Discuss how you will determine whether a particular digital asset is not a security. Add a risk factor that there may be uncertainty
regarding your determination and regulators may disagree with your analysis. Discuss the regulatory oversight that you will have from the Securities and Exchange Commission and whether you would be required to register as an exchange or an ATS.

 Response:

In response to the Staff’s comment, the Company has revised its disclosures to clarify that while Bakkt Holdings, LLC (“Bakkt”)
plans to enable traditional equity securities trading on its platform through a broker-dealer, Bakkt does not otherwise plan to include any digital assets that are securities on its platform at this time. Bakkt has adopted a new asset listing
policy, which includes review by its operational, legal and compliance functions prior to any new asset being approved for listing on the Bakkt platform. This policy includes a requirement to evaluate whether a particular digital asset constitutes a
security in accordance with existing SEC guidance. The Company has also revised its disclosures on page 87 of the Registration Statement to add a risk factor that addresses the uncertainties regarding Bakkt’s determination of whether a digital
asset qualifies as a security.

 2

 United States Securities and Exchange Commission

March 31, 2021

5.
 Please advise whether you will be a controlled company under the rules of the NYSE following the business
combination. If so, please provide risk factor disclosure of this status and the corporate governance exemptions available to you as a controlled company.

Response:

 The Company
does not intend to avail itself of the controlled company exemptions under the rules of the NYSE following the business combination.

6.
 You disclose that Bakkt Marketplace is registered as a “money services business” with the U.S.
Department of Treasury’s Financial Crimes Enforcement Network and that Bakkt Marketplace is subject to federal and state consumer protection laws and regulations applicable to its activities by the Consumer Financial Protection Bureau. Please
discuss risks and uncertainties related to being subject to the laws and regulations by FinCEN and the CFBP. Further, please clarify on page 84 that you may be subject to laws relating to securities, commodities and derivative laws.

 Response:

In response to the Staff’s comment, the Company has revised its disclosures to highlight certain uncertainties and risks related to Bakkt
being subject to the laws and regulations of FinCEN on pages 85 and 86 of the Registration Statement and to being subject to the rules and regulations of the CFPB on page 89 of the Registration Statement. The Company has also has
added supplemental disclosure that indicates that Bakkt may be subject to laws governing securities, commodities and derivatives in the bulleted list on page 84 of the Registration Statement.

7.
 Please provide the basis for your statement that the Commodity Futures Trading Commission has “publicly
taken the position that certain virtual currencies, which can include cryptocurrencies, are commodities, and as such, exchange-traded derivatives involving bitcoin are subject to the CFTC’s jurisdiction and enforcement powers.”

 Response:

We acknowledge the Staff’s comment, and draw the Staff’s attention to a number of public statements that the CFTC and its staff have
made in support of this statement. These include statements in connection with an enforcement action against Coinflip, Inc., and in certain informal guidance that the CFTC has issued, including LabCFTC’s Primer on Virtual Currencies and other
presentation materials released by the CFTC. In response to the Staff’s comment, the Company has revised the disclosures on page 86 of the Registration Statement to incorporate these citations and noted in the revised disclosures that some
of the CFTC’s guidance on this issue is subject to change and is not necessarily binding on the CFTC.

 The Proposed Certificate of Incorporation
will designate a state or federal court..., page 65

8.
 Please revise the risk factor to state, as you do on pages 170 and 173, that the exclusive forum provision
does not apply to actions arising under the Exchange Act. Also, state that under Article XII of your proposed charter, the federal district courts of the U.S. will be the exclusive forum for actions

 3

 United States Securities and Exchange Commission

March 31, 2021

arising under the Securities Act, that there is uncertainty as to whether a court would enforce such provision, and that investors cannot waive compliance with the federal securities laws and the
rules and regulations thereunder.

 Response: In response to the Staff’s comment, the Company has revised its
disclosure on page 174 accordingly.

 Management’s Discussion and Analysis of Financial Condition and Results of Operations of VIH, page 222

9.
 Please tell us what operating metrics you regularly review and what consideration you gave to disclosing
information about those metrics. We refer you to Section III.B of SEC Release No. 33-8350.

Response: The Company respectfully notes to the Staff that it has not engaged in any operations to date, and has not disclosed any
information relating to operating metrics.

 Information About Bakkt, page 247

10.
 Please disclose your timetable for adding other digital assets to your marketplace. Address any regulatory
or other requirements that must be satisfied before you can add specific digital assets to your platform. Also, disclose the material terms of your agreements with loyalty sponsors. Finally, discuss the terms of your arrangement with Starbucks to
use your alternative payment method.

 Response:

In response to the Staff’s comment to disclose a timetable for adding other digital assets to the Bakkt marketplace, the Company has
revised its disclosures on pages 261 and 275 of the Registration Statement to specify that Bakkt plans to add additional cryptocurrencies as part of its product and service offerings in the second quarter of 2021.

In response to the Staff’s comment to address any regulatory or other requirements that must be satisfied before Bakkt can add specific
digital assets to Bakkt’s platform, the Company has revised its disclosures on pages 85, 86 and 261 of the Registration Statement. Before cryptocurrencies may be added to Bakkt’s products and services, Bakkt must complete a detailed
internal risk-based assessment of the applicable cryptocurrency, including with respect to conflicts of interest, legal and compliance considerations, operational viability and other factors, in accordance with its policies and procedures. These
policies and procedures or the specific cryptocurrency, as applicable, must be approved by the New York State Department of Financial Services (“NYSDFS”) before Bakkt may offer it through its platform.

In response to the Staff’s comment to disclose the material terms of Bakkt’s agreements with loyalty sponsors and the arrangement
with Starbucks to use Bakkt’s alternate payment method, the Company has revised its disclosures on pages 262 and 267 of the Registration Statement.

 4

 United States Securities and Exchange Commission

March 31, 2021

 Loyalty Redemption, page 247

11.
 Please provide more detail about the Loyalty Redemption service and the alternative payment method.
Specifically, explain how bitcoin may be used as a payment means within those programs and how digital assets may be used in those programs in the future.

Response: In response to the Staff’s comment, the Company has revised its disclosures on pages 260, 261 and 262 of the
Registration Statement.

 The Company respectfully advises the Staff that the Bakkt platform makes different kinds of digital assets
fungible in the eyes of a consumer. That is, a consumer can obtain other digital assets, or pay for goods and services, using the digital assets in that consumer’s wallet without regard to what form those assets take – bitcoin, loyalty
points, or cash. To a consumer, this will appear as a direct conversion from the assets in the consumer’s wallet into the desired asset; however, the transaction always results in a conversion to fiat currency. In response to the Staff’s
comment, Bakkt has revised the disclosure on page 264 in the paragraph beginning “Alternative Payment Method” with an example from the perspective of a consumer utilizing digital assets to pay a merchant, and clarifying that the digital
assets are converted into cash, which the merchant ultimately receives in exchange for the good or service.

 Management’s Discussion and Analysis
of Financial Condition and Results of Operations of Bakkt, page 261

12.
 Please clarify how you earn revenue, or expect to earn revenue, through the services provided on your
platform. Also, disclose whether you accept, or plan to accept, payment for such services in the form of digital assets and, if so, whether you intend to hold the digital assets for investment or convert them into fiat currency after receipt.

 Response:

In response to the Staff’s comment, Bakkt’s Critical Accounting Policies and Estimates disclosures have been revised to clarify how
Bakkt earns revenue through the services provided on the Bakkt platform (please refer to the disclosure on page 285 of the Registration Statement). In this regard, Bakkt notes that its transactions and subscription revenues are earned through
trading and clearing fees associated with Bakkt’s bitcoin futures transactions, as well as custody fees associated with bitcoin custodial services, and loyalty redemption platform subscription, transaction and service fees.

In response to the Staff’s comment, the Company has revised the disclosure on pages 260 and 261 of the Registration Statement to clarify
that Bakkt does not accept or plan to accept digital assets as a form of payment.

13.
 Disclose how the company intends to use the funds available after the business combination to grow
Bakkt’s business.

 Response: In response to the Staff’s comment, the Company has revised its
disclosures on page 277 of the Registration Statement.

 5

 United States Securities and Exchange Commission

March 31, 2021

 Our Corporate Structure, page 263

14.
 We note that you have identified Bakkt as the predecessor for accounting purposes. Please provide your
analysis that supports this conclusion. We note that B2S Holdings, Inc. operations are significantly larger than that of Bakkt.

Response:

 The Company
respectfully advise the Staff that, in considering the determination of the predecessor, Bakkt considered the authoritative guidance in Rule 405 of Regulation C, the Staff’s interpretive guidance in Financial Reporting Manual 1170.1, and public
statements by the Staff at the 2015 AICPA National Conference. In that speech, the Staff highlighted a number of factors for registrants to consider in determining the predecessor, including (but not limited to) (1) the order in which the
entities are acquired, (2) the size of the entities, (3) the fair value of the entities, and (4) the ongoing management structure.

In considering the foregoing principles of predecessor determination in light of Bakkt’s specific facts and circumstances, as well as
other factors outlined below, the management of Bakkt concluded that Bakkt is the predecessor for accounting purposes. Bakkt’s analysis follows:

The Order in which the Entities are Acquired.

Bakkt and Bakkt, LLC, a wholly owned subsidiary, were formed on July 31, 2018 and each executed limited liability company agreements on
August 2, 2018. Bakkt was initially capitalized on December 19, 2018 with certain assets contributed by Intercontinental Exchange Holdings, Inc. (“ICE”), then $182.5 million in capital raised at a $400 million pre-money valuation from ICE and third party institutional investors.

 On
February 21, 2020, ICE acquired Bridge2 Solutions (“B2S”). On March 12, 2020, Bakkt completed a Series B round of funding in the amount of $300 million. As part of this funding, ICE contributed the B2S business to Bakkt (at
an enterprise value of $250 milli

United States securities and exchange commission logo
March 16, 2021
Scott R. Zemnick
General Counsel
VPC Impact Acquisition Holdings
c/o Victory Park Capital Advisors, LLC
150 North Riverside Plaza, Suite 5200
Chicago, IL 60606
Re:VPC Impact Acquisition Holdings
Draft Registration Statement on Form S-4
Submitted February 16, 2021
CIK No. 0001820302
Dear Mr. Zemnick:
            We have reviewed your draft registration statement 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 providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  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 the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Draft Registration Statement on Form S-4
Questions and Answers for Shareholder of VIH
What equity stake will current VIH shareholders and Bakkt Equity Holders hold in Bakkt
Pubco..., page 14
1.We note that you disclose the equity stake of stockholder groups assuming no redemption.
Please revise to also disclose the equity stake of these groups assuming maximum
redemption.

 FirstName LastNameScott R. Zemnick
 Comapany NameVPC Impact Acquisition Holdings
 March 16, 2021 Page 2
 FirstName LastName
Scott R. Zemnick
VPC Impact Acquisition Holdings
March 16, 2021
Page 2
What vote is required to approve each proposal at the extraordinary general meeting?, page 23
2.On page 213, you disclose that VIH's Sponsor, executive officers and directors have
agreed to vote in favor of the business combination. Please revise this Q&A and elsewhere
to disclose the percentage of VIH shares that are subject to an agreement to vote in favor
of the business combination. Additionally, since the business combination proposal
requires only the affirmative vote of the majority of the votes cast by VIH stockholders,
also disclose the percentage of remaining shares needed to vote for the business
combination proposal if only a quorum of VIH shares are present.
Post-Closing Company Structure, page 32
3.Please revise the post-closing company structure chart to show the percentage ownership
in Bakkt Holdings Inc. held by the VIH public shareholders, the VIH sponsor and
independent directors, the PIPE investors and the Bakkt equity holders. Also, show the
percentage ownership in Bakkt Opco Holdings, LLC. held by Bakkt Holdings Inc. and the
Bakkt equity holders.
Risk Factors, page 52
4.You state that your digital asset marketplace is designed to enable participants to
transact in digital assets. Please state clearly whether you intend to include digital asset
securities as part of your business.  Discuss how you will determine whether a particular
digital asset is not a security.  Add a risk factor that there may be uncertainty regarding
your determination and regulators may disagree with your analysis.  Discuss the
regulatory oversight that you will have from the Securities and Exchange Commission and
whether you would be required to register as an exchange or an ATS.
5.Please advise whether you will be a controlled company under the rules of the NYSE
following the business combination. If so, please provide risk factor disclosure of this
status and the corporate governance exemptions available to you as a controlled company.
6.You disclose that Bakkt Marketplace is registered as a "money services business" with the
U.S. U.S. Department of Treasury’s Financial Crimes Enforcement Network and that
Bakkt Marketplace is subject to federal and state consumer protection laws and
regulations applicable to its activities by the Consumer Financial Protection Bureau.
Please discuss risks and uncertainties related to being subject to the laws and regulations
by FinCEN and the CFBP.  Further, please clarify on page 84 that you may be subject to
laws relating to securities, commodities and derivative laws.
7.Please provide the basis for your statement that the Commodity Futures Trading
Commission has "publicly taken the position that certain virtual currencies, which can
include cryptocurrencies, are commodities, and as such, exchange-traded derivatives
involving bitcoin are subject to the CFTC’s jurisdiction and enforcement powers."

 FirstName LastNameScott R. Zemnick
 Comapany NameVPC Impact Acquisition Holdings
 March 16, 2021 Page 3
 FirstName LastName
Scott R. Zemnick
VPC Impact Acquisition Holdings
March 16, 2021
Page 3
The Proposed Certificate of Incorporation will designate a state or federal court..., page 65
8.Please revise the risk factor to state, as you do on pages 170 and 173, that the exclusive
forum provision does not apply to actions arising under the Exchange Act.  Also, state that
under Article XII of your proposed charter, the federal district courts of the U.S. will be
the exclusive forum for actions arising under the Securities Act, that there is uncertainty as
to whether a court would enforce such provision, and that investors cannot waive
compliance with the federal securities laws and the rules and regulations thereunder.
Management's Discussion and Analysis of Financial Condition and Results of Operations of
VIH, page 222
9.Please tell us what operating metrics you regularly review and what consideration you
gave to disclosing information about those metrics.  We refer you to Section III.B of SEC
Release No. 33-8350.
Information About Bakkt, page 247
10.Please disclose your timetable for adding other digital assets to your marketplace.
Address any regulatory or other requirements that must be satisfied before you can add
specific digital assets to your platform.  Also, disclose the material terms of your
agreements with loyalty sponsors.  Finally, discuss the terms of your arrangement with
Starbucks to use your alternative payment method.
Loyalty Redemption, page 247
11.Please provide more detail about the Loyalty Redemption service and the alternative
payment method.  Specifically, explain how bitcoin may be used as a payment means
within those programs and how digital assets may be used in those programs in the future.
Management's Discussion and Analysis of Financial Condition and Results of Operations of
Bakkt, page 261
12.Please clarify how you earn revenue, or expect to earn revenue, through the services
provided on your platform.  Also, disclose whether you accept, or plan to accept, payment
for such services in the form of digital assets and, if so, whether you intend to hold the
digital assets for investment or convert them into fiat currency after receipt.
13.Disclose how the company intends to use the funds available after the business
combination to grow Bakkt's business.
Our Corporate Structure, page 263
14.We note that you have identified Bakkt as the predecessor for accounting purposes.
Please provide your analysis that supports this conclusion.  We note that B2S Holdings,
Inc. operations are significantly larger than that of Bakkt.  In addition, due to its
significance explain why B2S Holdings, Inc. is not included in your MD&A.

 FirstName LastNameScott R. Zemnick
 Comapany NameVPC Impact Acquisition Holdings
 March 16, 2021 Page 4
 FirstName LastName
Scott R. Zemnick
VPC Impact Acquisition Holdings
March 16, 2021
Page 4
Alternatively, consider whether the discussion of the results of operations and financial
condition should be supplemented by a discussion based upon pro forma financial
information for this combination.
15.You state that Bakkt Trust has been approved to, and does, offer non-trading-related,
standalone custody of bitcoin to institutional customers and select individual investors.
Please discuss which regulatory entity approved the activity, the form of the approval, and
any conditions or limitations to the approval.
Management of the Company Following the Business Combination, page 283
16.For Messrs. Michael, Clifton and Watson, please briefly discuss the specific experience,
qualifications, attributes or skills that led to the conclusion that each should serve as a
director for your company, in light of your business and structure. Please also indicate any
other directorships each has held during the last five years.  Refer to Item 401(e)(1) of
Regulation S-K.
Consolidated Statements of Operations, page F-37
17.You present operating expense by nature and by function.  Please consider revising this
statement to present your expenses on a consistent format. Your MD&A discussion of
each expense items should describe how the nature of each expense items is attributable to
a function.  Further, clearly indicate the amounts of compensation that represent equity
compensation and indicate how the use of equity for compensation will impact future
trends in compensation.
Bakkt Holdings, LLC
4. Acquisitions, page F-47
18.Please provide your analysis that supports your conclusion that the acquisition of Bakkt
Clearing, LLC and Digital Asset Custody Company, Inc. each represents a business
combination and not an asset acquisition.  We refer you to ASC 805-10-25-1 and 55-3A to
55-9.  In addition, please disclose a qualitative description of the factors that make up the
goodwill.  See ASC 805-30-50-1(a).
13. Fair Value Measurements, page F-58
19.You disclose that the carrying amount of the deposits with clearinghouse affiliate
approximate their fair values due to their short-term nature.  Please tell us why you
present these amounts as noncurrent assets on your balance sheet.  You also disclose that a
portion of the deposits is comprised of U.S. government securities.  Please tell us what
form of financial assets comprises the remaining balance of the deposits. Please describe
how you will account and present investments in digital assets.

 FirstName LastNameScott R. Zemnick
 Comapany NameVPC Impact Acquisition Holdings
 March 16, 2021 Page 5
 FirstName LastName
Scott R. Zemnick
VPC Impact Acquisition Holdings
March 16, 2021
Page 5
B2S Holdings, Inc. and Subsidiaries
Consolidated Statements of Operations and Comprehensive Income (Loss), page F-65
20.You present operating expense by nature and function.  Please consider presenting the
expense items on a consistent format.
Revenue Recognition, page F-69
21.You disclose that professional services revenue primarily consists of fees for software
development services associated with implementation and customization of the B2S’s
cloud- based software platform and revenues are recognized over the longer of the
estimated customer relationship period. Please clarify whether these services represent
distinct performance obligations.  Tell us how you considered the guidance in ASC 606-
10-25-21 and 606-10-25-27. In addition, revise your disclosures to clearly identify the
performance obligations included in your arrangements. Further, tell us whether a material
right exist in these arrangements. We refer you to ASC 606-10-55-41 to 55-45.
22.You disclose on page F-73 that your perpetual license is a separate performance obligation
and revenues are recognized upon delivery. Please tell us if the license relates to your
subscription services. Explain why your revenue recognition policy does not disclose this
license. Further, indicate whether there are support services provided with the license.
Ensure that your disclosure clearly identifies each distinct performance obligation. In
addition, tell us what consideration was given to separately presenting revenue from
products (i.e. licenses) and revenue from services (i.e. subscription or services).
23.Please disclose the revenue recognized during the reporting period that was included in
deferred revenue at the beginning of the period.  We refer you to ASC 606-10-50-8(b).
24.Please provide your analysis for recording the transaction fee on a net basis instead of a
gross basis. Identify the party that is legally obligated to provide the loyalty or reward to
the end user. That is, please clarify which party controls the goods or services upon
redemption of the loyalty reward before they are transferred to the end user. Refer to ASC
606-10-25-18(f).
            You may contact Amanda Kim, Staff Accountant, at (202) 551-3241 or Stephen
Krikorian, Accounting Branch Chief, at (202) 551-3488 if you have questions regarding
comments on the financial statements and related matters. Please contact Matthew Crispino,
Staff Attorney, at (202) 551-3456 or Jan Woo, Legal Branch Chief, at (202) 551-3453 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Technology

 FirstName LastNameScott R. Zemnick
 Comapany NameVPC Impact Acquisition Holdings
 March 16, 2021 Page 6
 FirstName LastName
Scott R. Zemnick
VPC Impact Acquisition Holdings
March 16, 2021
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cc:       Era Anagnosti