Net Loss per Share

12 Months Ended

Dec. 31, 2023

Basic earnings per share is based on the weighted average number of shares of Class A common stock issued and outstanding. Diluted earnings per share is based on the weighted average number shares of Class A common stock issued and outstanding and the effect of all dilutive common stock equivalents and potentially dilutive share-based awards outstanding. There is no difference in the number of shares used to calculate basic and diluted shares outstanding due to our net loss position. The potentially dilutive securities that would be anti-dilutive due to our net loss are not included in the calculation of diluted net loss per share attributable to controlling interest.

The following is a reconciliation of the denominators of the basic and diluted per share computations for net loss (in thousands, except share and per share data):


	Year Ended December 31, 2023		Year Ended December 31, 2022
Net loss per share:
Numerator – basic and diluted:
Net loss	$	(225,812)	$	(1,989,934)
Less: Net loss attributable to noncontrolling interest	(150,958)		(1,411,829)
Net loss attributable to Bakkt Holdings, Inc. – basic	$	(74,854)	$	(578,105)
Net loss and tax effect attributable to noncontrolling interests	$	—	$	—
Net loss attributable to Bakkt Holdings, Inc. – diluted	$	(74,854)	$	(578,105)

Denominator – basic and diluted:
Weighted average shares outstanding – basic	89,083,329		71,167,992
Weighted average shares outstanding – diluted	89,083,329		71,167,992

Net loss per share – basic	$	(0.84)	$	(8.12)
Net loss per share – diluted	$	(0.84)	$	(8.12)

Potential common shares issuable to employees or directors upon exercise or conversion of shares under our share-based and unit-based compensation plans and upon exercise of warrants are excluded from the computation of diluted earnings per common share when the effect would be anti-dilutive.

No shares that are contingently issuable as part of the Bakkt Crypto acquisition have been included in the calculation of diluted EPS as no amounts are payable as of December 31, 2023. The following table summarizes the total potential common shares excluded from diluted loss per common share as their effect would be anti-dilutive (in thousands):


	As of December 31, 2023	As of December 31, 2022
RSUs and PSUs	12,645	13,782
Public warrants	7,141	7,141
Opco warrants	793	793
Opco unvested incentive units	—	2,242
Opco common units	180,002	181,241
Total	200,581	205,199