UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 10-Q

(Mark One)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2024

OR

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ________ to ________

Commission File Number: 001-39544

BAKKT HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

Delaware	98-1550750
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
10000 Avalon Boulevard, Suite 1000 Alpharetta, Georgia	30009
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (678) 534-5849

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol (s)	Name of each exchange on which registered
Class A Common Stock, par value $0.0001 per share	BKKT	The New York Stock Exchange
Warrants to purchase Class A Common Stock	BKKT WS	The New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
Emerging growth company	☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).Yes ☐ No ☒

As of November 8, 2024, there were 6,476,386 shares of the registrant’s Class A Common Stock, 7,194,941 shares of Class V Common Stock, and 7,140,508 public warrants issued and outstanding.

Table of Contents

		Page
PART I.	FINANCIAL INFORMATION
Item 1.	Consolidated Financial Statements (Unaudited)	5
	Consolidated Balance Sheets	5
	Consolidated Statements of Operations	6
	Consolidated Statements of Comprehensive Loss	7
	Consolidated Statements of Changes in Stockholders’ Equity	8
	Consolidated Statements of Cash Flows	10
	Notes to Unaudited Consolidated Financial Statements	11
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	39
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	59
Item 4.	Controls and Procedures	59
PART II.	OTHER INFORMATION
Item 1.	Legal Proceedings	61
Item 1A.	Risk Factors	61
Item 2.	Unregistered Sales of Equity Securities, Use of Proceeds, and Issuer Purchases of Equity Securities	64
Item 3.	Defaults Upon Senior Securities	64
Item 4.	Mine Safety Disclosures	65
Item 5.	Other Information	65
Item 6.	Exhibits	66
	Signatures	67

2

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

Unless the context otherwise requires, all references to “Bakkt,” “we,” “us,” “our,” or the “Company” in this Quarterly Report on Form 10-Q (this “Report”) refer to Bakkt Holdings, Inc. and its subsidiaries.

This Report contains forward-looking statements within the meaning of the federal securities laws, which statements involve substantial risks and uncertainties. Forward-looking statements generally relate to future events or our future financial or operating performance. You can identify forward-looking statements because they contain words such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intends,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “will,” “would,” the negative of such terms, and other similar expressions are intended to identify forward-looking statements. These forward-looking statements are based on management’s current expectations, assumptions, hopes, beliefs, intentions and strategies regarding future events and are based on currently available information as to the outcome and timing of future events. We caution you that these forward-looking statements are subject to all of the risks and uncertainties, most of which are difficult to predict and many of which are beyond our control, incident to our business. Forward-looking statements in this Report may include, for example, statements about:

•    our future financial performance;

•    changes in the market for our products and services;

•    our restructuring initiative and future potential reductions of expenses; and

•    expansion plans and opportunities.

These forward-looking statements are based on information available as of the date of this Report and management’s current expectations, forecasts and assumptions, and involve a number of judgments, known and/or unknown risks and uncertainties. Accordingly, forward-looking statements should not be relied upon as representing our views as of any subsequent date. We do not undertake any obligation to update any forward-looking statement to reflect events or circumstances after the date they were made, whether as a result of new information, future events or otherwise, except as may be required under applicable law.

You should not place undue reliance on these forward-looking statements. Should one or more of a number of known and unknown risks and uncertainties materialize, or should any of our assumptions prove incorrect, our actual results or performance may be materially different from those expressed or implied by these forward-looking statements. Some factors that could cause actual results to differ include, but are not limited to:

•our ability to grow and manage growth profitably;

•our ability to continue as a going concern;

•changes in our business strategy;

•changes in the markets in which we compete, including with respect to our competitive landscape, technology evolution or changes in applicable laws or regulations;

•changes in the markets that we target;

•disruptions in the crypto market that subject us to additional risks, including the risk that banks may not provide banking services to us;

•the possibility that we may be adversely affected by other economic, business, and/or competitive factors;

•the inability to launch new services and products or to profitably expand into new markets and services, or the inability to continue offering existing services or products;

•the inability to execute our growth strategies, including identifying and executing acquisitions and our initiatives to add new clients;

•our ability to maintain and grow our existing customer relationships;

3

•our ability to reach definitive agreements with our expected commercial counterparties;

•our ability to achieve the expected benefits from the acquisition of Bakkt Crypto (as defined below);

•our inability to reduce cash expenses and align headcount and employee-related costs with our budget priorities;

•our failure to comply with extensive government regulation, oversight, licensure and appraisals;

•the uncertain regulatory regime governing blockchain technologies and crypto;

•our ability to remediate the material weakness in and establish and maintain effective internal controls and procedures;

•our exposure to any liability, protracted and costly litigation, settlement expenses or reputational damage relating to legal proceedings or our data security;

•the impact of any goodwill or other intangible assets impairments on our operating results;

•the impact of any pandemics or other public health emergencies;

•our ability to maintain the listing of our securities on the NYSE; and

•other risks and uncertainties indicated in this Report, including those set forth under “Risk Factors.”

4

PART I—FINANCIAL INFORMATION

Item 1. Consolidated Financial Statements.

Bakkt Holdings, Inc.

Consolidated Balance Sheets

(in thousands, except share data)

	As of September 30, 2024 (Unaudited)		As of December 31, 2023
Assets
Current assets:
Cash and cash equivalents	$	28,984	$	52,882
Restricted cash	35,306		31,838
Customer funds	51,550		32,925
Available-for-sale securities	6,727		17,398
Accounts receivable, net	26,786		29,664
Prepaid insurance	5,619		13,049
Safeguarding asset for crypto	938,695		701,556
Other current assets	4,128		3,332
Total current assets	1,097,795		882,644
Property, equipment and software, net	1,769		60
Goodwill	68,001		68,001
Intangible assets, net	2,900		2,900
Other assets	12,264		13,262
Total assets	$	1,182,729	$	966,867
Liabilities and stockholders’ equity
Current liabilities:
Accounts payable and accrued liabilities	$	41,843	$	55,379
Customer funds payable	51,550		32,925
Deferred revenue, current	2,005		4,282
Due to related party	2,660		3,230
Safeguarding obligation for crypto	938,695		701,556
Unsettled crypto trades	953		996
Other current liabilities	4,243		3,706
Total current liabilities	1,041,949		802,074
Deferred revenue, noncurrent	2,598		3,198
Warrant liability	15,836		2,356
Other noncurrent liabilities	20,353		23,525
Total liabilities	1,080,736		831,153
Commitments and contingencies (Note 14)
Class A Common Stock ($0.0001 par value, 30,000,000 shares authorized, 6,465,776 shares issued and outstanding as of September 30, 2024 and 3,793,837 shares issued and outstanding as of December 31, 2023)	1		—
Class V Common Stock ($0.0001 par value, 10,000,000 shares authorized, 7,194,941 shares issued and outstanding as of September 30, 2024 and 7,200,064 shares issued and outstanding as of December 31, 2023)	1		1
Additional paid-in capital	829,477		799,683
Accumulated other comprehensive loss	(223)		(101)
Accumulated deficit	(778,783)		(751,301)
Total stockholders’ equity	50,473		48,282
Noncontrolling interest	51,520		87,432
Total equity	101,993		135,714
Total liabilities and stockholders’ equity	$	1,182,729	$	966,867

The accompanying notes are an integral part of these consolidated financial statements.

5

Bakkt Holdings, Inc.

Consolidated Statements of Operations

(in thousands, except per share data)

(Unaudited)

	Three Months Ended September 30, 2024		Three Months Ended September 30, 2023		Nine Months Ended September 30, 2024		Nine Months Ended September 30, 2023
Revenues:
Crypto services	$	316,333	$	191,750	$	1,654,814	$	527,526
Loyalty services, net	12,086		13,024		38,085		38,096
Total revenues	328,419		204,774		1,692,899		565,622
Operating expenses:
Crypto costs	312,841		189,428		1,636,514		521,601
Execution, clearing and brokerage fees	2,207		697		11,229		2,902
Compensation and benefits	21,085		24,608		67,997		85,818
Professional services	5,346		1,962		12,620		7,204
Technology and communication	4,234		5,536		13,657		15,647
Selling, general and administrative	8,493		7,447		21,819		21,722
Acquisition-related expenses	—		(739)		66		17,053
Depreciation and amortization	107		3,959		281		10,843
Related party expenses	150		1,033		450		3,145
Goodwill and intangible asset impairments	—		23,325		—		23,325
Impairment of long-lived assets	601		56		889		56
Restructuring expenses	425		—		7,492		4,471
Other operating expenses	313		322		1,122		1,231
Total operating expenses	355,802		257,634		1,774,136		715,018
Operating loss	(27,383)		(52,860)		(81,237)		(149,396)
Interest income, net	1,014		1,177		3,215		3,502
Gain (loss) from change in fair value of warrant liability	19,984		(214)		13,916		(857)
Other (expense) income, net	(20)		379		1,144		33
Loss before income taxes	(6,405)		(51,518)		(62,962)		(146,718)
Income tax benefit (expense)	114		(231)		(116)		(401)
Net loss	(6,291)		(51,749)		(63,078)		(147,119)
Less: Net loss attributable to noncontrolling interest	(3,398)		(34,418)		(35,598)		(98,964)
Net loss attributable to Bakkt Holdings, Inc.	$	(2,893)	$	(17,331)	$	(27,480)	$	(48,155)
Net loss per share attributable to Class A Common Stockholders:
Basic	$	(0.45)	$	(4.74)	$	(4.87)	$	(13.72)
Diluted	$	(0.45)	$	(4.74)	$	(4.87)	$	(13.72)

The accompanying notes are an integral part of these consolidated financial statements.

6

Bakkt Holdings, Inc.

Consolidated Statements of Comprehensive Loss

(in thousands)

(Unaudited)

	Three Months Ended September 30, 2024		Three Months Ended September 30, 2023		Nine Months Ended September 30, 2024		Nine Months Ended September 30, 2023
Net loss	$	(6,291)	$	(51,749)	$	(63,078)	$	(147,119)
Currency translation adjustment, net of tax	247		(397)		(372)		(36)
Unrealized gains on available-for-sale securities, net of tax	4		16		3		20
Comprehensive loss	$	(6,040)	$	(52,130)	$	(63,447)	$	(147,135)
Comprehensive loss attributable to noncontrolling interest	(3,265)		(34,669)		(35,847)		(98,977)
Comprehensive loss attributable to Bakkt Holdings, Inc.	$	(2,775)	$	(17,461)	$	(27,600)	$	(48,158)

The accompanying notes are an integral part of these consolidated financial statements.

7

Bakkt Holdings, Inc.

Consolidated Statements of Changes in Stockholders’ Equity

(in thousands, except share data)

(Unaudited)

	Class A Common Stock			Class V Common Stock			Additional Paid-in Capital		Accumulated Deficit		Accumulated Other Comprehensive Income (Loss)		Total Stockholders’ Equity		Noncontrolling Interest		Total Equity
	Shares	$		Shares	$
Balance as of December 31, 2023	3,793,837	$	—	7,200,064	$	1	$	799,683	$	(751,301)	$	(101)	$	48,282	$	87,432	$	135,714
Share-based compensation	—	—		—	—		8,013		—		—		8,013		—		8,013
Shares issued upon vesting of share-based awards, net of tax withholding	118,593	—		—	—		(2,259)		—		—		(2,259)		—		(2,259)
Equity offerings, net of issuance costs	1,955,924	1		—	—		11,268		—		—		11,269		—		11,269
Exchange of Class V shares for Class A shares	4,725	—		(4,725)	—		63		—		—		63		(63)		—
Currency translation adjustment, net of tax	—	—		—	—		—		—		(160)		(160)		(261)		(421)
Unrealized losses on available-for-sale securities, net of tax	—	—		—	—		—		—		(60)		(60)		(98)		(158)
Net loss	—	—		—	—		—		(8,165)		—		(8,165)		(13,110)		(21,275)
Balance as of March 31, 2024	5,873,079	$	1	7,195,339	$	1	$	816,768	$	(759,466)	$	(321)	$	56,983	$	73,900	$	130,883
Share-based compensation	—	—		—	—		2,406		—		—		2,406		—		2,406
Shares issued upon vesting of share-based awards, net of tax withholding	86,178	—		—	—		(59)		—		—		(59)		—		(59)
Exercise of warrants	12	—		—	—		—		—		—		—		—		—
Equity offerings, net of issuance costs	350,881	—		—	—		4,903		—		—		4,903		—		4,903
Exchange of Class V shares for Class A shares	398	—		(398)	—		5		—		—		5		(5)		—
Currency translation adjustment, net of tax	—	—		—	—		—		—		(92)		(92)		(107)		(199)
Unrealized losses on available-for-sale securities, net of tax	—	—		—	—		—		—		72		72		85		157
Net loss	—	—		—	—		—		(16,424)		—		(16,424)		(19,088)		(35,512)
Balance as of June 30, 2024	6,310,548	$	1	7,194,941	$	1	$	824,023	$	(775,890)	$	(341)	$	47,794	$	54,785	$	102,579
Share-based compensation	—	—		—	—		2,630		—		—		2,630		—		2,630
Shares issued upon vesting of share-based awards, net of tax withholding	11,053	—		—	—		(8)		—		—		(8)		—		(8)
Exercise of warrants	144,175	—		—	—		2,832		—		—		2,832		—		2,832
Currency translation adjustment, net of tax	—	—		—	—		—		—		116		116		131		247
Unrealized losses on available-for-sale securities, net of tax	—	—		—	—		—		—		2		2		2		4
Net loss	—	—		—	—		—		(2,893)		—		(2,893)		(3,398)		(6,291)
Balance as of September 30, 2024	6,465,776	$	1	7,194,941	$	1	$	829,477	$	(778,783)	$	(223)	$	50,473	$	51,520	$	101,993

8

	Class A Common Stock			Class V Common Stock			Additional Paid-in Capital		Accumulated Deficit		Accumulated Other Comprehensive Income (Loss)		Total Stockholders’ Equity		Noncontrolling Interest		Total Equity
	Shares	$		Shares	$
Balance as of December 31, 2022	3,237,074	$	—	7,339,310	$	1	$	773,000	$	(676,447)	$	(290)	$	96,264	$	239,811	$	336,075
Share-based compensation	—	—		—	—		6,713		—		—		6,713		—		6,713
Unit-based compensation	—	—		—	—		—		—		—		—		542		542
Shares issued upon vesting of share-based awards, net of tax withholding	59,801	—		—	—		—		—		—		—		—		—
Exchange of Class V shares for Class A shares	8,115	—		(8,115)	—		345		—		—		345		(345)		—
Currency translation adjustment, net of tax	—	—		—	—		—		—		7		7		15		22
Unrealized loss on available-for-sale securities, net of tax	—	—		—	—		—		—		(72)		(72)		(157)		(229)
Net loss	—	—		—	—		—		(13,976)		—		(13,976)		(30,883)		(44,859)
Balance as of March 31, 2023	3,304,990	$	—	7,331,195	$	1	$	780,058	$	(690,423)	$	(355)	$	89,281	$	208,983	$	298,264
Share-based compensation	—	—		—	—		4,614		—		—		4,614		—		4,614
Unit-based compensation	—	—		—	—		—		—		—		—		377		377
Shares issued upon vesting of share-based awards, net of tax withholding	100,828	—		—	—		(2,502)		—		—		(2,502)		—		(2,502)
Shares issued in connection with Apex acquisition	245,624	—		—	—		9,062		—		—		9,062		—		9,062
Currency translation adjustment, net of tax	—	—		—	—		—		—		112		112		227		339
Unrealized losses on available-for-sale securities	—	—		—	—		—		—		77		77		156		233
Net loss	—	—		—	—		—		(16,848)		—		(16,848)		(33,663)		(50,511)
Balance as of June 30, 2023	3,651,442	$	—	7,331,195	$	1	$	791,232	$	(707,271)	$	(166)	$	83,796	$	176,080	$	259,876
Share-based compensation	—	—		—	—		2,957		—		—		2,957		—		2,957
Unit-based compensation	—	—		—	—		—		—		—		—		385		385
Forfeiture and cancellation of common units	—	—		193	—		—		—		—		—		(13)		(13)
Shares issued upon vesting of share-based awards, net of tax withholding	4,128	—		—	—		—		—		—		—		—		—
Exchange of Class V shares for Class A shares	1,024	—		(1,024)	—		37		—		—		37		(37)		—
Currency translation adjustment, net of tax	—	—		—	—		—		—		(133)		(133)		(264)		(397)
Unrealized losses on available-for-sale securities	—	—		—	—		—		—		6		6		10		16
Net loss	—	—		—	—		—		(17,331)		—		(17,331)		(34,418)		(51,749)
Balance as of September 30, 2023	3,656,594	$	—	7,330,364	$	1	$	794,226	$	(724,602)	$	(293)	$	69,332	$	141,743	$	211,075

The accompanying notes are an integral part of these consolidated financial statements.

9

Bakkt Holdings, Inc.

Consolidated Statements of Cash Flows

(in thousands)

(Unaudited)

	Nine Months Ended September 30, 2024		Nine Months Ended September 30, 2023
Cash flows from operating activities:
Net loss	$	(63,078)	$	(147,119)
Adjustments to reconcile net loss to net cash (used in) provided by operating activities:
Depreciation and amortization	281		10,843
Non-cash lease expense	989		2,298
Share-based compensation expense	13,049		14,284
Unit-based compensation expense	—		1,300
Forfeiture and cancellation of common units	—		(13)
Impairment of long-lived assets	889		56
Goodwill and intangible assets impairments	—		23,325
Loss on disposal of assets	—		70
(Gain) loss from change in fair value of warrant liability	(13,916)		857
Other	2		19
Changes in operating assets and liabilities:
Accounts receivable	3,679		3,607
Prepaid insurance	7,430		10,772
Deposits with clearing house	—		14,991
Accounts payable and accrued liabilities	(13,636)		(14,243)
Unsettled crypto trades	(43)		—
Due to related party	(570)		602
Deferred revenue	(2,877)		136
Operating lease liabilities	(2,619)		(2,088)
Customer funds payable	18,625		27,632
Other assets and liabilities	(810)		(1,220)
Net cash used in operating activities	(52,605)		(53,891)
Cash flows from investing activities:
Capitalized internal-use software development costs and other capital expenditures	(2,779)		(7,905)
Purchase of available-for-sale securities	(25,986)		(44,599)
Proceeds from the settlement of available-for-sale securities	36,660		163,165
Acquisition of Bumped Financial, LLC	—		(631)
Acquisition of Apex Crypto LLC, net of cash acquired	—		(44,320)
Net cash provided by investing activities	7,895		65,710
Cash flows from financing activities:
Proceeds from Concurrent Offerings, net of issuance costs	46,505		—
Proceeds from the exercise of warrants	3		—
Repurchase and retirement of Class A Common Stock	(2,430)		(2,502)
Net cash provided by (used in) financing activities	44,078		(2,502)
Effect of exchange rate changes	(373)		(36)
Net (decrease) increase in cash, cash equivalents, restricted cash, customer funds and deposits	(1,005)		9,281
Cash, cash equivalents, restricted cash, customer funds and deposits at the beginning of the period	118,498		115,423
Cash, cash equivalents, restricted cash, customer funds and deposits at the end of the period	$	117,493	$	124,704
Supplemental disclosure of cash flow information:
Non-cash operating lease right-of-use asset acquired	$	—	$	3,783
Supplemental disclosure of non-cash investing and financing activity:
Capitalized internal-use software development costs and other capital expenditures included in accounts payable and accrued liabilities	$	—	$	548
Reconciliation of cash, cash equivalents, restricted cash, customer funds and deposits to consolidated balance sheets:
Cash and cash equivalents	$	28,984	$	68,219
Restricted cash	35,306		28,262
Customer funds	51,550		28,223
Deposits (Note 6)	1,653		—
Total cash, cash equivalents, restricted cash and customer funds	$	117,493	$	124,704

The accompanying notes are an integral part of these consolidated financial statements.

10

Bakkt Holdings, Inc.

Notes to Consolidated Financial Statements

(Unaudited)

1.Organization and Description of Business

Organization

VPC Impact Acquisition Holdings (“VIH”) was a blank check company incorporated as a Cayman Islands exempted company on July 31, 2020. VIH was incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities.

On October 15, 2021 (the “Closing Date”), VIH and Bakkt Opco Holdings, LLC (then known as Bakkt Holdings, LLC, “Opco”) and its operating subsidiaries consummated a business combination (the “VIH Business Combination”) contemplated by the definitive Agreement and Plan of Merger entered into on January 11, 2021 (as amended, the “Merger Agreement”). In connection with the VIH Business Combination, VIH changed its name to “Bakkt Holdings, Inc.” and changed its jurisdiction of incorporation from the Cayman Islands to the State of Delaware (the “Domestication”).

Unless the context otherwise provides, “we,” “us,” “our,” “Bakkt,” the “Company” and like terms refer to Bakkt Holdings, Inc. and its subsidiaries, including Opco.

Immediately following the Domestication, we became organized in an umbrella partnership corporation, or “up-C,” structure in which substantially all of our assets and business are held by Opco, and our only direct assets consist of common units in Opco (“Opco Common Units”), which are non-voting interests in Opco, and the managing member interest in Opco.

In connection with the VIH Business Combination, a portion of VIH shares were exchanged for cash for shareholders who elected to execute their redemption right. The remaining VIH shares were exchanged for newly issued shares of our Class A Common Stock. Additionally, all outstanding membership interests and rights to acquire membership interests in Opco were exchanged for Opco Common Units and an equal number of newly issued shares of our Class V Common Stock. The existing owners of Opco other than Bakkt are considered noncontrolling interests in the accompanying consolidated financial statements.

On April 1, 2023 we completed the acquisition of 100% of the ownership interests of Apex Crypto LLC ("Apex Crypto") and subsequently changed the name of the legal entity to Bakkt Crypto Solutions, LLC ("Bakkt Crypto Solutions"), effective June 12, 2023. On March 20, 2024, Bakkt Crypto Solutions merged with and into Bakkt Marketplace, LLC ("Bakkt Marketplace"), with Bakkt Marketplace as the surviving entity in the merger. Bakkt Marketplace was then renamed to Bakkt Crypto Solutions, LLC ("Bakkt Crypto").

Description of Business

We provide, or are working to provide, simplified solutions focused in the following areas:

Crypto

•Custody. Our institutional-grade qualified custody solution is primarily provided by our subsidiary, Bakkt Trust Company LLC (“Bakkt Trust”), a limited purpose trust company that is supervised by the New York State Department of Financial Services (“NYDFS”) and governed by an independent Board of Managers. In connection to the acquisition of Apex Crypto, we acquired third-party custodial relationships with BitGo and Coinbase Custody, which are currently used by Bakkt Crypto for custody and coin transfers, where applicable. In addition, Bakkt Crypto also self-custodies select coins to facilitate consumer withdrawals. Refer to Note 20.

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•Trading. Our platform provides customers with the ability to buy, sell and store crypto via application programming interfaces or embedded web experience. We enable clients in various industries to provide their customers with the ability to transact in crypto directly in their trusted environments. In September 2024, we added nine coins to our crypto trading offering. As of September 30, 2024, we currently facilitate transactions in the crypto assets listed in the table below.

Crypto Asset	Symbol
Algorand*	ALGL
Avalanche*	AVAX
Bitcoin	BTC
Bitcoin Cash	BCH
Cardano*	ADA
Chainlink*	LINK
Cosmos*	ATOM
Dogecoin	DOGE
Ethereum	ETH
Ethereum Classic	ETC
Litecoin	LTC
Pepe Coin*	PEPE
Polkadot*	DOT
Ripple*	XRP
Shiba Inu	SHIB
Solana*	SOL
USD Coin	USDC
*New coin as of September 30, 2024

Bakkt Trust's custody solution has the capability to provide support to Bakkt Crypto with respect to certain of the crypto assets supported by the Company. Additionally, until October 2, 2023, Bakkt Trust operated, in conjunction with Intercontinental Exchange, Inc. ("ICE"), regulated infrastructure for trading, clearing, and custody services for physically delivered bitcoin futures. Refer to Note 8 for a description of a recent delisting of certain Bakkt Bitcoin futures and option contracts by ICE Futures U.S., Inc. ("IFUS"). Bakkt Crypto holds a New York State virtual currency license (commonly referred to as a "BitLicense"), and money transmitter licenses from all states throughout the U.S. where such licenses are required for the operation of its business and is registered as a money services business with the Financial Crimes Enforcement Network of the United States Department of the Treasury.

As of September 30, 2024, we offer crypto services in the U.S. and in select markets in Latin America, Europe and Asia.

Loyalty

We offer a full spectrum of supplier content through configurable, white-label e-commerce storefronts that end users can acquire via redemption of loyalty points. Our redemption catalog spans a variety of rewards categories including travel, gift cards and merchandise, including a unique Apple product and services storefront. Our travel solution offers a retail e-commerce booking platform with direct supplier integrations, as well as a U.S.-based call center for live-agent booking and servicing. Our platform provides a unified shopping experience that is built to seamlessly extend our customers’ loyalty strategies and user experience for their loyalty programs. Our platform’s functionality includes a mobile-optimized user interface, numerous configurations to support diverse program needs, promotional campaign services, comprehensive fraud protection capabilities and the ability to split payments across both loyalty points and credit cards.

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2.Summary of Significant Accounting Policies

Our accounting policies are as set forth in the notes to our Annual Report on Form 10-K for the year ended December 31, 2023 (our "Form 10-K").

Basis of Presentation

The accompanying unaudited interim consolidated financial statements are prepared in accordance with United States generally accepted accounting principles (“U.S. GAAP”) for interim financial information and with the instructions to the Quarterly Report on Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. In the opinion of management, the unaudited interim consolidated financial statements include the accounts of the Company and our subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. In addition, certain reclassifications of amounts previously reported have been made to the accompanying consolidated financial statements in order to conform to current presentation.

In the opinion of management, all adjustments (consisting of normal recurring accruals), considered necessary for a fair presentation have been included. The interim results for the three and nine months ended September 30, 2024 are not necessarily indicative of the results that may be expected for the year ending December 31, 2024, or for any other future annual or interim period. These unaudited interim consolidated financial statements should be read in conjunction with the Company’s audited financial statements and accompanying notes thereto included in our Form 10-K.

On April 29, 2024, following approval by our stockholders and Board of Directors, we effected a reverse stock split (the “Reverse Stock Split”) of our Class A Common Stock, par value $0.0001 per share (“Class A Common Stock”), and Class V Common Stock, par value $0.0001 per share (“Class V Common Stock” and collectively with the Class A Common Stock, the “Common Stock”), at a ratio of 1-for-25 (the “Reverse Stock Split Ratio”). Our Class A Common Stock began trading on a reverse-split adjusted basis on the New York Stock Exchange (the "NYSE") as of the open of trading on April 29, 2024. All outstanding warrants and share-based awards were also adjusted on a 1-for-25 basis. As such, the Reverse Stock Split has been retroactively applied to all share and per share information throughout this Quarterly Report on Form 10-Q (unless otherwise noted).

Use of Estimates

The preparation of the consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. We base our estimates and assumptions on historical experience and various judgments that we believe to be reasonable under the circumstances. The significant estimates and assumptions that affect the financial statements may include, but are not limited to, those that are related to going concern, income tax valuation allowances, useful lives and fair value of intangible assets and property, equipment and software, fair value of financial assets and liabilities, determining provision for doubtful accounts, valuation of acquired tangible and intangible assets, the impairment of intangible and long-lived assets and goodwill, our issued warrants, and fair market value of stock-based awards. Actual results and outcomes may differ from management’s estimates and assumptions and such differences may be material to our audited consolidated financial statements.

Liquidity and Going Concern

The accompanying unaudited consolidated financial statements are prepared on a going concern basis in accordance with U.S. GAAP. This presentation contemplates the realization of assets and the satisfaction of liabilities in the normal course of business and does not include any adjustments relating to the recoverability and classification of

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recorded asset amounts or the amounts and classification of liabilities that might result from the outcome of the uncertainties described below.

At each reporting period, in accordance with U.S. GAAP, we evaluate whether there are conditions or events that raise substantial doubt about our ability to continue as a going concern within one year after the date the financial statements are issued. In accordance with U.S. GAAP, our initial evaluation can only include management’s plans that have been fully implemented as of the issuance date. Operating forecasts for new products/markets cannot be considered in the initial evaluation as those product/market launches have not been fully implemented.

Accordingly, our evaluation entails analyzing prospective fully implemented operating budgets and forecasts for expectations of our cash needs and comparing those needs to the current cash and cash equivalent balances. This evaluation initially does not take into consideration the potential mitigating effect of management’s plans that have not been fully implemented as of the date the financial statements are issued. When substantial doubt exists under this methodology, we evaluate whether the mitigating effect of our plans sufficiently alleviates substantial doubt about our ability to continue as a going concern. The mitigating effect of management’s plans, however, is only considered if both (1) it is probable that the plans will be effectively implemented within one year after the date that the financial statements are issued, and (2) it is probable that the plans, when implemented, will mitigate the relevant conditions or events that raise substantial doubt about the entity’s ability to continue as a going concern within one year after the date that these consolidated financial statements are issued.

Evaluation in conjunction with the issuance of the September 30, 2024 unaudited Consolidated Financial Statements

We have incurred net losses and consumed cash flow from operations since our inception and incurred losses and consumed cash through the date of this filing in excess of our cash inflows from operations and fundraising. Due to these ongoing losses and a limited supply of remaining cash and available-for-sale securities, 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. As a part of those plans, we have and expect to continue to align headcount and employee-related costs to further reduce cash expenses. This expense restructuring initiative is expected to result in aggregate cash savings of approximately $13.0 million, excluding severance, over the next 12 months. We completed a reduction in force on October 28, 2024 that is expected to result in aggregate cash savings of approximately $3.4 million, excluding severance, over the next 12 months. We expect to enact additional personnel and discretionary spending cuts such as incentive compensation, marketing, professional services and administrative travel to preserve cash to fund operations. 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.

For the nine months ended September 30, 2024 we incurred a net loss of $63.1 million and consumed $52.6 million of cash in operations. We have historically relied on our existing cash and available-for-sale securities portfolio to fund operations. As of September 30, 2024, we had $29.0 million of available cash and cash equivalents that was not restricted or required to be held for regulatory capital (Note 13) and $6.7 million in available-for-sale securities. We do not have any long-term debt to service but have commitments under long-term cloud computing and lease contracts as described in Notes 14 and 17. We expect to continue to incur losses and consume cash for the foreseeable future. As discussed in Note 8, Opco executed a secured revolving credit facility with Intercontinental Exchange Holdings, Inc. (the “Lender”; the credit facility herein referred to as the “ICE Credit Facility”), with Bakkt and certain subsidiaries of Bakkt as guarantors, which provides the Company with a $40.0 million secured revolving line of credit that matures on December 31, 2026. The $40.0 million ICE Credit Facility is available in defined commitment amounts at specified dates in the future. We believe that our cash, short-term securities and access to the ICE Credit Facility will be sufficient to fund our operations for the next 12 months from the date of these financial statements.

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Recently Adopted Accounting Pronouncements

For the nine months ended September 30, 2024, there were no significant changes to the recently adopted accounting pronouncements applicable to us from those disclosed in Note 2 to the consolidated financial statements included in our Form 10-K.

Recently Issued Accounting Pronouncements Not Yet Adopted

In November 2023, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2023-07, Segment Reporting (Topic 280), Improvements to Reportable Segment Disclosures, which expands annual and interim disclosure requirements for reportable segments, primarily through enhanced disclosures about significant segment expenses. The updated standard will be effective for our annual periods beginning in fiscal 2024 and interim periods beginning in the first quarter of fiscal 2025. Early adoption is permitted. We are currently evaluating the impact that the updated standard will have on our financial statement disclosures.

In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740), Improvements to Income Tax Disclosures, which will require additional tax disclosures, predominantly related to the effective income tax rate reconciliation and income taxes paid. The updated standard will be effective for our annual periods beginning in fiscal 2025. Early adoption is permitted. We are currently evaluating the impact that the updated standard will have on our financial statement disclosures.

3.Revenue from Contracts with Customers

Disaggregation of Revenue

We disaggregate revenue by service type and by platform as follows (in thousands):

Service Type	Three Months Ended September 30, 2024		Three Months Ended September 30, 2023		Nine Months Ended September 30, 2024		Nine Months Ended September 30, 2023
Transaction revenue	$	322,338	$	198,526	$	1,674,040	$	548,774
Subscription and service revenue	6,081		6,248		18,859		16,848
Total revenue	$	328,419	$	204,774	$	1,692,899	$	565,622

Platform	Three Months Ended September 30, 2024		Three Months Ended September 30, 2023		Nine Months Ended September 30, 2024		Nine Months Ended September 30, 2023
Loyalty redemption platform, net	$	12,086	$	13,024	$	38,085	$	38,096
Crypto services	316,333		191,750		1,654,814		527,526
Total revenue	$	328,419	$	204,774	$	1,692,899	$	565,622

We recognized revenue from foreign jurisdictions of $10.6 million and $35.5 million for the three and nine months ended September 30, 2024, respectively, and $1.1 million and $2.8 million for the three and nine months ended September 30, 2023, respectively.

We have one reportable segment to which our revenues relate.

Deferred Revenue

Contract liabilities consist of deferred revenue for amounts invoiced prior to us meeting the criteria for revenue recognition. We invoice customers for service fees at the beginning of service performance, and such fees are recognized as revenue over time as we satisfy performance obligations. Contract liabilities are classified as “Deferred revenue, current”

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and “Deferred revenue, noncurrent” in our consolidated balance sheets. The activity in deferred revenue for the nine months ended September 30, 2024 and September 30, 2023, respectively, was as follows (in thousands):

	Nine Months Ended September 30, 2024		Nine Months Ended September 30, 2023
Beginning of the period contract liability	$	7,480	$	7,084
Revenue recognized from contract liabilities included in the beginning balance	(3,703)		(3,055)
Increases due to cash received, net of amounts recognized in revenue during the period	826		3,191
End of the period contract liability	$	4,603	$	7,220

Remaining Performance Obligations

As of September 30, 2024, the aggregate amount of the transaction price allocated to the remaining performance obligations related to partially completed contracts is $12.4 million, comprised of $7.8 million of subscription fees and $4.6 million of service fees that are deferred. We recognize our subscription fees as revenue over a weighted-average period of 19 months (ranges from 2 months to 24 months months) and our service fees as revenue over approximately 45 months.

As of September 30, 2023, the aggregate amount of the transaction price allocated to the remaining performance obligations related to partially completed contracts is $20.5 million, comprised of $13.3 million of subscription fees and $7.2 million of service fees that are deferred. We recognize our subscription fees as revenue over a weighted-average period of 29 months (ranges from 1 month to 36 months) and our service fees as revenue over approximately 14 months.

Contract Costs

For the three and nine months ended September 30, 2024 and September 30, 2023, we incurred no incremental costs to obtain and/or fulfill contracts with customers.

4.Business Combination and Asset Acquisition

Bakkt Crypto

On April 1, 2023 we completed the acquisition of 100% of the ownership interests of Bakkt Crypto Solutions. We recognized goodwill from the acquisition due to the assembled, experienced workforce and anticipated growth we expect to achieve from Apex Crypto’s sales pipeline and product capabilities. The total consideration as measured at April 1, 2023 included $55.0 million in cash, approximately $10.5 million in Class A Common Stock payable based on Bakkt Crypto Solutions’ performance in the fourth quarter of 2022, and $11.8 million of cash paid for net working capital, which was predominantly cash held in banks. In addition, we may pay up to $100.0 million of our Class A Common Stock as additional consideration depending on Bakkt Crypto Solutions’ achievement of certain financial targets through 2025 (the "contingent consideration"). As part of the purchase price allocation, the value of the contingent consideration was estimated to be $2.9 million.

The following is a reconciliation of the fair value of consideration transferred in the acquisition to the fair value of the assets acquired and liabilities assumed.

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($ in millions)
Cash consideration paid	$	55.0
Cash paid for working capital and cash	11.8
Class A Common Stock at transaction close	10.5
Estimated fair value of Class A Common Stock contingent consideration	2.9
Total consideration	$	80.2
Current assets	$	31.8
Safeguarding asset for crypto	689.3
Non-current assets	0.3
Intangible assets - developed technology	5.6
Intangible assets - customer relationships	10.2
Goodwill	52.0
Current liabilities	(19.7)
Safeguarding obligation for crypto	(689.3)
Net assets acquired	$	80.2

The above fair values are as of the acquisition date. The acquired intangible assets and goodwill required the use of significant unobservable inputs including partner activation forecasts, expectations about customer trading volume and frequency, customer attrition rates, and estimated useful lives of acquired technology and discount rates (level 3 inputs). The acquired customer relationships were valued using a multi-period excess earnings model. The acquired developed technology was valued using a relief from royalty method. Acquired crypto safeguarding asset and obligation were valued based on the midpoint of a bid-ask spread as of the acquisition date (level 2 inputs). Other assets and liabilities were carried over at their acquired costs which was not materially different than their fair values.

The contingent consideration payable in Class A Common Stock to Bakkt Crypto Solutions' former owners based on the performance of the business in the 2023 through 2025 annual periods was estimated using a Monte Carlo simulation given the range of possible outcomes. As of December 31, 2023, we determined the value of the contingent consideration was zero, based on our forward-looking projections and minimum profit requirements associated with the contingent consideration and reversed the accrual through acquisition expenses. As of September 30, 2024, we determined the value of the contingent consideration remained zero.

The following unaudited pro forma financial information presents the Company's results of operations as if the acquisition of Bakkt Crypto Solutions had occurred on January 1, 2023. The unaudited pro forma financial information as presented below is for illustrative purposes and does not purport to represent what the results of operations would actually have been if the acquisition of Bakkt Crypto Solutions occurred as of the date indicated or what the results would be for any future periods. The unaudited pro forma results reflect the step-up amortization adjustments for the fair value of intangible assets acquired, acquisition-related expenses, and share-based compensation expense for newly issued restricted stock units. Pro forma revenue for the nine months ended September 30, 2023 would be $1,011.0 million. Pro forma net loss for the nine months ended September 30, 2023 would be $148.3 million.

Bumped Acquisition

On February 8, 2023, we acquired 100% of the units of Bumped Financial, LLC, which we subsequently renamed Bakkt Brokerage, LLC ("Bakkt Brokerage"), a broker-dealer registered with the SEC and the Financial Industry Regulatory Authority, Inc., for cash consideration of $0.6 million. Because of the limited scope of its historical operations, we determined that substantially all of the purchase consideration in the transaction would be allocated to the in-place licenses Bakkt Brokerage held and, as such, have accounted for this transaction as an asset acquisition.

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5.Goodwill and Intangible Assets, Net

Changes in goodwill consisted of the following (in thousands):

	Gross Carrying Amount		Accumulated Impairment Losses		Net Carrying Amount
Balance as of December 31, 2023	$	1,579,265	$	(1,511,264)	$	68,001
Foreign currency translation	—		—		—
Balance as of September 30, 2024	$	1,579,265	$	(1,511,264)	$	68,001

We did not identify any indicators of impairment during the three months ended September 30, 2024. During the three months ended March 31, 2024, we identified a triggering event related to the significant decline in our stock price, indicating a potential impairment of our goodwill. We determined no goodwill impairment charge was required based on a comparison of our market capitalization against the carrying value of our equity.

Intangible assets consisted of the following (in thousands):

	September 30, 2024
	Weighted Average Useful Life (in years)	Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount
Trademarks / trade names	Indefinite	$	2,900	$	—	$	2,900
Total		$	2,900	$	—	$	2,900

	December 31, 2023
	Weighted Average Useful Life (in years)	Gross Carrying Amount		Accumulated Amortization		Impairment		Net Carrying Amount
Licenses	Indefinite	$	611	$	—	$	(611)	$	—
Trademarks / trade names	Indefinite	8,000		—		(5,100)		2,900
Technology	5	18,360		(6,234)		(12,126)		—
Customer relationships	8.4	55,170		(12,508)		(42,662)		—
Total		$	82,141	$	(18,742)	$	(60,499)	$	2,900

We did not record any amortization of intangible assets for the three and nine months ended September 30, 2024 as our finite-lived intangible assets have been fully impaired. Amortization of intangible assets for the three and nine months ended September 30, 2023 was $2.6 million and $7.2 million, respectively, and is included in “Depreciation and amortization” in the consolidated statements of operations.

Estimated future amortization for definite-lived intangible assets as of September 30, 2024 was zero as our finite-lived intangible assets had been fully impaired.

We account for crypto we own as indefinite-lived intangible assets and initially measure such crypto at cost (under a first-in, first-out basis) under the guidance in ASC 350, Intangibles - Goodwill and Other. These assets are not amortized, but assessed for impairment given the volatility of markets for these assets. Impairment exists when the carrying amount exceeds its fair value. The fair value of crypto is determined as the lowest price of executed transactions during the measurement or holding period using the quoted price of the crypto in our principal market. The carrying amount of a crypto asset after its impairment becomes its new cost basis. Impairment losses are not reversible or recoverable and are included in “Crypto costs” in the consolidated statements of operations. Impairment losses were not material for the three and nine months ended September 30, 2024 and September 30, 2023, respectively. Our owned crypto is typically liquidated on a daily basis during the fulfillment of customer orders and settlement with our liquidity providers. Our owned crypto

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was not material as of September 30, 2024 and December 31, 2023 and is included within "Other assets" in the consolidated balance sheets. We classify cash flows from crypto within cash flows from operating activities.

6.Consolidated Balance Sheet Components

Accounts Receivable, Net

Accounts receivable, net consisted of the following (in thousands):

	September 30, 2024		December 31, 2023
Trade accounts receivable	$	18,011	$	14,987
Receivables from customers, clients and liquidity partners	3,674		6,123
Unbilled receivables	1,602		6,125
Deposits	1,653		939
Other receivables	3,033		2,221
Total accounts receivable	27,973		30,395
Less: Allowance for doubtful accounts	(1,187)		(731)
Total	$	26,786	$	29,664

Deposits includes cash, as noted on the consolidated statements of cash flows, at clearing agencies used to settle customer transactions. Amounts payable and receivable to our liquidity providers are reported net by counterparty when the right of offset exists.

Other Current Assets

Other current assets consisted of the following (in thousands):

	September 30, 2024		December 31, 2023
Prepaid expenses	$	3,936	$	3,307
Other	192		25
Total	$	4,128	$	3,332

Property, Equipment and Software, Net

Property, equipment and software, net consisted of the following (in thousands):

	September 30, 2024		December 31, 2023
Internal-use software	$	1,565	$	—
Other computer and network equipment	863		800
Leasehold improvements	276		—
Property, equipment and software, gross	2,704		800
Less: accumulated amortization and depreciation	(935)		(740)
Total	$	1,769	$	60

For the three and nine months ended September 30, 2024, depreciation and amortization expense related to property, equipment and software amounted to $0.1 million and $0.3 million, respectively, of which $0.1 million and $0.2 million, respectively, related to amortization expense of capitalized internal-use software placed in service. For the three and nine months ended September 30, 2024, impairment on long-lived assets related to Bakkt Trust was $0.6 million.

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For the three and nine months ended September 30, 2023, depreciation and amortization expense related to property, equipment and software amounted to $1.4 million and $3.7 million, respectively, of which $0.5 million and $1.2 million, respectively, related to amortization expense of capitalized internal-use software placed in service.

Other Assets

Other assets consisted of the following (in thousands):

	September 30, 2024		December 31, 2023
Operating lease right-of-use assets	$	10,101	$	11,456
Deposits with clearinghouse	159		159
Other	2,004		1,647
Total	$	12,264	$	13,262

Accounts Payable and Accrued Liabilities

Accounts payable and accrued liabilities consisted of the following (in thousands):

	September 30, 2024		December 31, 2023
Accounts payable	$	7,398	$	14,925
Payables to clients and customers	2,075		4,906
Accrued expenses	14,921		15,970
Purchasing card payable	5,755		11,830
Salaries and benefits payable	6,806		4,442
Loyalty revenue share liability	3,159		2,686
Other	1,729		620
Total	$	41,843	$	55,379

Other Current Liabilities

Other current liabilities consisted of the following (in thousands):

	September 30, 2024		December 31, 2023
Current maturities of operating lease liability	4,192		3,636
Other	51		70
Total	$	4,243	$	3,706

Other Noncurrent Liabilities

Other noncurrent liabilities consisted of the following (in thousands):

	September 30, 2024		December 31, 2023
Operating lease liability, noncurrent	$	20,353	$	23,525
Total	$	20,353	$	23,525

Amounts receivable and payable as of September 30, 2024 included in the tables above related to our crypto transactions pending settlement with our customers and liquidity providers were settled in October 2024 in amounts consistent with those reflected above.

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7.Tax Receivable Agreement

On October 15, 2021, we entered into a Tax Receivable Agreement (the "TRA") with certain Opco equity holders. Each Opco common unit, when coupled with one share of our Class V Common Stock is referred to as a “Paired Interest.” Pursuant to the TRA, among other things, holders of Opco Common Units may, subject to certain conditions, from and after April 16, 2022, exchange such Paired Interests for Class A Common Stock on a one-for-one basis, subject to the terms of the Exchange Agreement, including our right to elect to deliver cash in lieu of Class A Common Stock and, in certain cases, adjustments as set forth therein. Opco will have in effect an election under Section 754 of the Internal Revenue Code for each taxable year in which an exchange of Opco Common Units for Class A Common Stock (or cash) occurs.

The exchanges are expected to result in increases in the tax basis of the tangible and intangible assets of Opco. These increases in tax basis may reduce the amount of tax that we would otherwise be required to pay in the future. These increases in tax basis may also decrease gains (or increase losses) on future dispositions of certain capital assets to the extent tax basis is allocated to those capital assets.

The TRA provides for the payment by us to exchanging holders of Opco Common Units of 85% of certain net income tax benefits, if any, that we realize (or in certain cases are deemed to realize) as a result of these increases in tax basis related to entering into the TRA, including tax benefits attributable to payments under the TRA. This payment obligation is an obligation of the Company and not of Opco. For purposes of the TRA, the cash tax savings in income tax will be computed by comparing our actual income tax liability (calculated with certain assumptions) to the amount of such taxes that we would have been required to pay had there been no increase to the tax basis of the assets of Opco as a result of Opco having an election in effect under Section 754 of the Code for each taxable year in which an exchange of Opco Common Units for Class A Common Stock occurs and had we not entered into the TRA. Such change will be calculated under the TRA without regard to any transfers of Opco Common Units or distributions with respect to such Opco Common Units before the exchange under the Exchange Agreement to which Section 743(b) or 734(b) of the Code applies. As of September 30, 2024, 1,043,210 Opco Common Units had been exchanged for Class A Common Stock. Refer to Note 14 regarding the contingency related to the TRA.

8.Related Parties

ICE Credit Facility

On August 12, 2024, Bakkt and Opco entered into the ICE Credit Facility, with certain subsidiaries of Bakkt party thereto from time to time, as guarantors, whereby the Lender agreed to provide for a $40.0 million secured revolving line of credit to us for working capital and general corporate purposes. Any borrowings under the facility made prior to December 31, 2024 require the consent of the Lender in its sole discretion. For the period beginning December 31, 2024 through March 30, 2025, Opco can borrow up to an aggregate principal amount (excluding any capitalized interest) of $10.0 million. For the period beginning March 31 through June 29, 2025, Opco can borrow up to an aggregate principal amount (excluding any capitalized interest) of $20.0 million. From the period beginning June 30 through September 29, 2025, Opco can borrow up to an aggregate principal amount (excluding any capitalized interest) of $30.0 million. On or after September 30, 2025, Opco can borrow up to an aggregate principal amount (excluding any capitalized interest) of $40.0 million. As of September 30, 2024, no loans were outstanding under the ICE Credit Facility.

Loans under the ICE Credit Facility do not amortize and mature on December 31, 2026. Borrowings under the ICE Credit Facility accrue interest at a rate equal to, at Opco’s election, either the secured overnight financing rate (“SOFR”) for a term of one, three or six months plus 12%, or the prime rate plus 11%. Interest is payable quarterly in arrears with respect to borrowings bearing interest at the prime rate or on the last day of an interest period, but at least every three months, with respect to borrowings bearing interest at the term SOFR rate; provided, that Opco can elect to pay interest in kind by adding such interest amount to the principal amount of the outstanding borrowings under the ICE Credit Facility. For any interest period for which Opco has elected to pay interest in kind, the applicable margin on the outstanding loans will increase by 1% per annum. Under certain circumstances, a default interest rate will apply on all

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obligations during the existence of an event of default under the ICE Credit Facility at a per annum rate equal to 2% above the otherwise applicable interest rate.

Opco will pay a commitment fee of 0.5% per annum on the daily average of the available commitment that can be borrowed, less the outstanding principal amount of all loans (excluding any capitalized interest). Fees are payable in cash quarterly and at maturity. Loans under the ICE Credit Facility can be prepaid without penalty, subject to customary breakage costs for loans bearing interest at the term SOFR rate. Amounts repaid under the ICE Credit Facility can be reborrowed prior to the maturity date, subject to certain customary conditions set forth in the ICE Credit Facility.

The ICE Credit Facility contains customary affirmative and negative covenants, including negative covenants limiting the ability of the Company and its subsidiaries to, among other things, incur debt, grant liens, undergo certain fundamental changes, dispose of assets, make certain restricted payments and prepayments, enter into restrictive agreements, enter into transactions with affiliates, make investments, and amend certain agreements relating to debt, in each case, subject to limitations and exceptions set forth in the ICE Credit Facility. The ICE Credit Facility also contains various customary events of default that include, among others, payment defaults, breach of covenants, inaccuracy of representations and warranties, cross defaults to certain other indebtedness, bankruptcy and insolvency events, judgment defaults, and events constituting a change of control, subject to thresholds and cure periods as set forth in the ICE Credit Facility.

The obligations under the ICE Credit Facility are required to be guaranteed by Bakkt and certain material domestic subsidiaries of the Company and secured by substantially all of the personal property of the Company and such subsidiary guarantors.

Bakkt Crypto Solutions Technical Support

In connection with our acquisition of Bakkt Crypto Solutions, we entered into a Transition Services Agreement (the “Apex TSA”) with Apex Fintech Solutions, Inc. ("AFS"), pursuant to which AFS provides technical support and other transition-related services in exchange for quarterly service fees payable by us. We recognized approximately $0.2 million and $0.5 million of expense related to the Apex TSA for the three and nine months ended September 30, 2024, respectively, which are reflected as “Related party expenses” in the consolidated statements of operations. We recognized $0.4 million and $0.9 million, respectively of expense related to the Apex TSA for the three and nine months ended September 30, 2023 which is reflected as “Related party expenses” in the consolidated statements of operations. As of September 30, 2024 and December 31, 2023, we had approximately $0.2 million and $0.2 million, respectively, reflected as “Due to related party” in the consolidated balance sheets related to the Apex TSA.

ICE Management and Technical Support

Upon consummation of the VIH Business Combination, we entered into a Transition Services Agreement (the “ICE TSA”) with ICE, pursuant to which ICE provided insurance, digital warehouse, data center, technical support, and other transition-related services in exchange for quarterly service fees payable by us. We did not recognize any expense related to the ICE TSA for the three and nine months ended September 30, 2024, respectively. We recognized $0.6 million and $2.2 million of expense related to the ICE TSA for the three and nine months ended September 30, 2023, respectively, which is reflected as “Related party expenses” in the consolidated statements of operations. As of September 30, 2024 and December 31, 2023, we had $2.2 million and $3.0 million, respectively, reflected as “Due to related party” in the consolidated balance sheets related to the ICE TSA. The agreement terminated in December 2023.

Triparty Agreement

The Digital Currency Trading, Clearing, and Warehouse Services Agreement ("Triparty Agreement") provided for ICE Futures U.S., Inc. ("IFUS") to list for trading one or more digital currency futures and/or options contracts, and for ICE Clear US, Inc. ("ICUS") to serve as the clearing house to provide central counterparty and ancillary services for such contracts.

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Effective July 28, 2023, IFUS delisted all Bakkt Bitcoin futures contracts other than the August and September 2023 expiry months, and also delisted all Bakkt Bitcoin Option contracts. Following the delisting, no new Bakkt Bitcoin futures or option expiry months were listed for trading. The August and September 2023 expiry months continued to be listed for trading through their regular last trading days, which were August 24, 2023 and September 28, 2023 respectively. No material revenues associated with the Triparty Agreement were recognized during the three and nine months ended September 30, 2023, respectively. Effective October 2, 2023, the parties terminated the Triparty Agreement.

9.Warrants

As of September 30, 2024 and December 31, 2023, there were 7,140,508 public warrants outstanding. Public warrants may only be exercised for a whole number of shares. No fractional shares will be issued upon exercise of the public warrant. Holders of public warrants are entitled to purchase one share of Class A Common Stock for every 25 public warrants. The exercise price associated with such warrants is equivalent to $287.50 per share of Class A Common Stock. The public warrants became exercisable on November 15, 2021. The public warrants will expire on October 15, 2026, or earlier upon redemption or liquidation. We may redeem the outstanding warrants when various conditions are met, such as specific stock prices, as detailed in the specific warrant agreements. The warrants are recorded as a liability and reflected as “Warrant liability” in the consolidated balance sheets.

During the three and nine months ended September 30, 2024, we received zero and less than $