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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

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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.

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

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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 $12.431, which is significantly higher than the Floor Price of $2.418. Such a conversion would represent 2,011,263 shares or approximately 12% of the Company’s issued and outstanding voting securities, but as a result of the Beneficial Ownership Limitation, the Selling Stockholder could never exercise its conversion rights such that its ownership would exceed 4.99% of the Company’s outstanding Common Stock.

In addition, the Company respectfully notes that Question 612.12 of the Compliance and Disclosure Interpretation Questions (“C&DI”) for

Securities Act Rules describes a scenario where a holder of 73% of an issuer’s stock would be able to effect a valid secondary offering. This C&DI states: “[a] controlling person of an issuer owns a 73% block. That person will sell the block in a registered ‘at-the-market’ equity offering. Rule 415(a)(4), which places certain limitations on ‘at-the-market’ equity offerings, applies only to offerings by or on behalf of the registrant. A secondary offering by a control person that is not deemed to be by or on behalf of the registrant is not restricted by Rule 415(a)(4).” In addition, Question 216.14 of the C&DIs for Securities Act Forms, regarding the use of Form S-3 to effect a secondary offering, provides that “[s]econdary sales by affiliates may be made under General Instruction I.B.3. to Form S-3 [relating to secondary offerings], even in cases where the affiliate owns more than 50% of the issuer’s securities, unless the facts clearly indicate that the affiliate is acting as an underwriter on behalf of the issuer” (emphasis added). These interpretive positions make it clear that the number of securities offered, even by an affiliate (which the Selling Stockholder is not, as discussed above), is not the determinative factor when considering whether an offering is properly characterized as a secondary offering. In fact, these interpretative positions make it clear that other facts must “clearly indicate” that the offering is not in reality a secondary offering. Here, the Selling Stockholder is not an “affiliate” and it will never receive more than 4.99% of the Company’s outstanding

Common Stock, and the other facts with regard to the Company and the Selling Stockholder, as discussed elsewhere in this response, do not “clearly indicate” that the offering is not in reality a secondary offering. None of the circumstances of the offering indicate that the Selling Stockholder is reselling

Represents 97% of the lowest daily volume weighted average price of the Common Stock during the five consecutive trading days prior to the date of this letter. The daily volume weighted average prices of the Common Stock for the five trading days prior to the date of this letter are $18.34 on July 3, 2024, $17.51 on July 2, 2025, $13.86 on July 1, 2025, $13.89 on June 30, 2025 and $12.81 on June 27, 2025.

securities on behalf of the Company. The Selling Stockholder did not acquire securities of the Company under circumstances that would indicate that it would receive underwriting compensation from the Company in connection with the resale of shares of Common Stock under the Registration Statement or that the Company had any financial interest in the resale of such shares.

For these reasons, the Company submits that the number of shares of Common Stock should not restrict the Company’s ability to register the resale of these shares pursuant to Rule 415(a)(1)(i).

Factor 5: Whether the Selling Stockholder is in the Business of Underwriting Securities

To the Company’s knowledge, in connection with transaction of this type, the Selling Stockholder is an investor and it is not in the business of underwriting securities. In fact, the Selling Stockholder and its principals have in the past entered into investments that are substantially similar to the Private Placement.

As discussed above, in the Purchase Agreement, the Selling Stockholder represented 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. The Selling Stockholder also represented in the Purchase Agreement that does not presently have any agreement or understanding, directly or indirectly, with any person to distribute any of the Convertible Debenture and the shares of Common Stock issuable upon conversion thereof, in violation of applicable securities laws.

Factor 6: Whether Under All the Circumstances It Appears that the Selling Stockholder is

Acting as a Conduit for the Company

Based on the foregoing analysis and the totality of the facts and circumstances, the Company submits that the facts support the conclusion that the Selling Stockholder is acting for its own account and is not acting as a conduit for the Company in connection with the offering of the Common Stock being registered under the Registration Statement.

The Registration Statement is being filed by the Company to comply with its obligations under the Registration Rights Agreement. The Selling Stockholder acquired the Convertible Debenture in connection with a bona fide private placement transaction in which it made typical investment and private placement representations to the Company and as part of a highly negotiated securities transaction. The

Company does not have an underwriting relationship with the Selling Stockholder. The Selling Stockholder is not acting on behalf of the Company with respect to the shares of Common Stock being registered, and the Company will receive no portion of the proceeds from the Selling Stockholder’s sale of shares of Common Stock.

For these reasons, the Company respectfully submits to the Staff that the proposed resale of the shares of Common Stock issuable upon the conversion of the Convertible Debenture by the Selling Stockholder as contemplated by the Registration Statement is appropriately characterized as a secondary offering.

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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.

The Company acknowledges the Staff’s comment and respectfully notes that, as described in the “Selling Stockholder” section of the prospectus, the referenced table shows the Selling Stockholder’s beneficial ownership of shares of Common Stock, which beneficial ownership is determined in accordance with the rules of the Commission.

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Pursuant to Rule 13d-3(d) promulgated under the Securities and Exchange Act of 1934, as amended, a person is deemed to be the beneficial owner of a security if that person has the right to acquire beneficial ownership of a security within 60 days through the conversion of a security. As discussed above, subject to the Beneficial Ownership Limitation, the Selling Stockholder can convert the outstanding amount of the Convertible Debenture into shares of Common Stock by delivering a conversion notice to the Company. Therefore, the “Shares of Class A Common Stock Owned Before the Offering” column states that the Selling Stockholder beneficially owned 366,045 shares of Common Stock as of the date of the prospectus, which represents the number of shares of Common Stock that may be issued to the Selling Stockholder upon conversion of the Convertible Debenture without exceeding the Beneficial Ownership Limitation. For additional clarity, the

Company has amended in Amendment No. 1 the column headings of the referenced table to refer to “Shares of Class A Common Stock Beneficially Owned Before the Offering” and “Shares of Class A Common Stock

Beneficially Owned After the Offering”, and has amended footnote (1) to provide that “As at the date of this prospectus, the Selling Stockholder is not the holder of record of any shares of Common Stock” (emphasis representing edits).

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If you have further comments, please feel free to contact our counsel Mario Schollmeyer of Sullivan & Cromwell LLP by email at schollmeyerm@sullcrom.com or by phone at (212) 558-3287.

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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 registration statement.

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Please revise your next post-effective amendment to include the additional, or revised, disclosures in response to our comments directly therein.

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

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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.

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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

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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.

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.

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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

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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.

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Please clarify the activities engaged in, or expected to be engaged in, by Bakkt Brokerage.

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

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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.”

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.

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

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.

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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.”

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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.

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.” Read in the reply ↗

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.

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.

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Our insurance policies also cover directors’, employee and fiduciary liability and officers’ liability.

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.”

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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.

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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.

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.

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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.”

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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

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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.

Bakkt Crypto offers Customers the ability to purchase, sell, store, and, in approved jurisdictions, deposit and withdraw approved crypto assets, all from within the applications of its Clients with whom Customers already have a relationship. Using Bakkt Crypto’s platform,

Customers can:

purchase approved crypto assets;

store approved crypto assets in custodial wallets; and liquidate their approved crypto asset holdings.

As discussed in Response 7 above, Bakkt Crypto permits Customers in approved jurisdictions to:

transfer supported crypto assets from external wallets to custodial wallets

Rest of the answer

maintained by Bakkt Crypto; and transfer supported crypto assets from internal wallets maintained by Bakkt Crypto to external wallets.

In addition, Bakkt Crypto is in the process of developing functionalities enabling Customers to:

subject to applicable regulatory approvals, transfer supported crypto assets between registered Customers of the

Company (“P2P Transfers”); and convert certain loyalty and rewards points into supported crypto assets.

As described in Annex A under “—Crypto Asset Trading,” customers may purchase approved crypto assets through Bakkt Crypto utilizing one of four funding sources:

(1) the Customer’s fiat wallet (see Fig. 1 below and in Annex A);

(2) the Customer’s Banking as a Service (“BaaS”) provider account (see Fig. 2 below and in

Annex A);

(3) the Customer’s brokerage account (see Fig. 3 below and in Annex A); or

(4) the Customer’s points/rewards account with a participating loyalty partner (see Fig. 4 below and in Annex

A; expected to become available in the first quarter of 2024).

Customers may sell crypto assets through Bakkt Crypto. The proceeds from a sale can be directed to one of three potential Customer accounts:

the Customer’s fiat wallet (see Fig. 5 below and in Annex A);

the Customer’s BaaS account (see Fig. 6 below and in Annex A); or the Customer’s brokerage account (see Fig. 7 below and in Annex A).

The funding source is specific to the Client relationship through which the Customer account was opened and is not specified by the individual Customer account holder. For example, if a Customer opens an account with a Client where trades are funded via a BaaS relationship, all sale and purchase transaction-related funds will flow through the Customer’s BaaS account. Customers submit all purchase and sale orders through the user interface of the Client with which they have opened an account.

With respect to Customer purchase and sale orders, Bakkt Crypto operates as a riskless principal and offsets each Customer order it fills by routing a corresponding order to a liquidity provider on a one-to-one basis. Bakkt Crypto settles its transactions with liquidity providers on a net basis.

Customers can submit an order request to purchase crypto assets by specifying the dollar value or coin quantity that they wish to purchase. The Client’s user interface displays the estimated price or quantity, as applicable, as well as any transaction fees. Before sending a purchase order request, the Client must verify that sufficient funds are available in the applicable Customer funding source. If the Customer account has sufficient funds, the Client then sends the order to Bakkt Crypto. Upon receipt of the purchase order, Bakkt Crypto accepts and processes the purchase order and records any order fill transactions on Bakkt Crypto’s internal ledger. Bakkt Crypto recognizes the revenue from markup and/or trade fees at this time in the flow using explicit journal types in the transaction ledgering.

If the Customer’s funding source is a fiat wallet, Bakkt Marketplace will debit the Customer’s fiat wallet on its internal ledger. During the daily net settlement period, fiat funds are transmitted from the FBO account to the Bakkt Crypto transaction account.

Fig. 1 Crypto Assets Purchase Through A Fiat Wallet

If the Customer’s funding source is a BaaS account, Bakkt Crypto sends a message to the Client that a trade has been executed. The Client then instructs the BaaS provider to transfer the funds from the Customer’s BaaS account to its BaaS FBO account. The BaaS provider will debit the Customer’s fiat wallet on its internal ledger. During the daily batch settlement period, fiat funds are transmitted from the BaaS FBO Account to the Bakkt Crypto Transaction account.

Fig.

2 Crypto Assets Purchase Through A Customer’s BaaS Account

If the Customer’s funding source is a brokerage account, Bakkt Crypto sends a message to ledger the funds from the Customer’s Brokerage Account at the brokerage’s clearing firm to the Bakkt Crypto Brokerage Account at the brokerage’s clearing firm. During the daily batch settlement period, fiat funds are transmitted from the Bakkt

Crypto Brokerage account to the Bakkt Crypto Transaction Account.

Fig. 3 Crypto Assets Purchase Through A Customer’s

Brokerage Account

If the Customer’s funding source is a points account at points/rewards Client, Bakkt Crypto will debit the

Customer’s points account. During the daily batch settlement, funds are transferred from the rewards Client account to the Bakkt Crypto transaction account.

Fig. 4 Crypto Assets Purchase Through A Customer’s Points/Rewards Account

For sales, Customers submit an order request via the Client with which they have a relationship to Bakkt

Crypto to sell crypto assets by specifying the dollar value or quantity that they wish to sell. For market orders, the Client displays the estimated price or estimated quantity, which is inclusive of any markup. If the Client is charging any trade fees, those will be displayed and included in the total trade value. Once confirmed by the Customer, the order is then sent to Bakkt Crypto by the Client. Upon receipt of the order, Bakkt Crypto accepts and processes the sale order and records the order fill transaction on Bakkt Crypto’s internal ledger by recording a debit to the Customer’s crypto asset account.

If the Customer’s funding source is a fiat wallet, Bakkt Marketplace will credit the Customer’s fiat wallet on its internal ledger. During the daily batch settlement period, fiat funds are transmitted from the Bakkt Crypto transaction account to the FBO Account.

Fig. 5 Crypto Assets Sale with proceeds to the Customer’s Fiat Wallet Hosted by Bakkt Crypto executed. The Client then instructs the BaaS provider to transfer the funds from its BaaS FBO account to the Customer’s BaaS account. The BaaS provider will credit the Customer’s fiat wallet on its internal ledger. During the daily batch settlement period, fiat funds are transmitted from the Bakkt Crypto Transaction account to the BaaS FBO Account.

Fig. 6

Crypto Assets Sale with Proceeds to the Customer’s BaaS Account funds from the Bakkt Crypto Brokerage Account at the brokerage’s clearing firm to the Customer’s Brokerage Account at the brokerage’s clearing firm. During the daily batch settlement period, fiat funds are transmitted from the Bakkt

Crypto Transaction account to the Bakkt Crypto Brokerage Account.

Fig. 7 Crypto Assets Sale with Proceeds to the

Customer’s Brokerage Account

Currently, all of the outstanding equity interests of Bakkt Crypto are held by Bakkt Marketplace. The Bakkt Crypto and

Bakkt Marketplace platforms are operated separately, though Bakkt Marketplace provides fiat funding services to Bakkt Crypto in instances where a Client does not have that capability. The Bakkt Marketplace platform was originally conceived and built in connection with a consumer app that enabled crypto and other digital asset transactions, and, at the time represented the direct-to consumer business model which is no longer being pursued by the Company.

In contrast, the Bakkt Crypto platform was originally conceived and built as an embedded crypto trading platform that would be integrated into Client environments to service Customers in those environments. Subject to applicable regulatory approvals, which it is presently pursuing, the Company intends to merge Bakkt Crypto with and into Bakkt Marketplace, with the surviving entity of the merger to be renamed Bakkt Crypto Solutions, LLC. The two platforms will then be combined into one business, which will be operated by the surviving entity. Similar to the Bakkt Crypto business model, the combined business will focus on a Client-led, or B2B2C, strategy, in which crypto assets solutions can be embedded into Client environments.

The third-party partners to which we refer in our disclosures are our Clients. Currently, a majority of the Clients with which Bakkt Crypto maintains agreements were initially referred through the client network of Apex Fintech Solutions, the former parent company of Bakkt Crypto (then known as Apex Crypto). We continue to have access to such Client network following the close of the Apex Crypto acquisition.

Bakkt Crypto only offers Customers crypto assets that it has approved for listing on the Bakkt Crypto platform.

The Company does not, and is not authorized to, borrow, pledge, repledge, hypothecate, rehypothecate, loan or invest Customer assets.

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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.

To the extent we use these terms interchangeably, for clarity, we will revise our disclosure to use only the term “crypto assets.” In certain limited cases, we plan to retain the use of terms other than “crypto assets” in order to align with corresponding legislation or regulations or for other similar reasons. Read in the reply ↗

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

Rest of the question

incoming and outgoing transfers; and • Enhanced capabilities on your trading platform, including support for larger 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.

As disclosed in Annex A under

“—Bakkt Crypto,” the Company is actively pursuing opportunities to provide its crypto asset trading services in jurisdictions outside of the United States, including the United Kingdom, Hong Kong, Spain and throughout Latin America

(including Mexico, Argentina and Brazil), subject to applicable local regulatory approvals. Bakkt Crypto is currently live with Customers in Spain, Mexico and Argentina through a partnership with a local Client.

Rest of the answer

The platform is expected to be live in Brazil through the same Client in December 2023.

The Company does not have any updates at this time on its plans to offer NFTs.

For a discussion of internal and external wallet transfers, please refer to our responses to Comments 7 and 8 above.

Bakkt Crypto executes a de minimis amount of trades for entity accounts in jurisdictions other than the State of New York. Subject to applicable regulatory approvals, Bakkt Crypto intends to expand the provision of trading services for institutional Clients.

Crypto Assets and Services Offered by Bakkt,

Read in the reply ↗

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.

The Company proposes to update the table in response to the Staff’s comment. Please see below and included in Annex A under “—Crypto Assets and Services Offered by Bakkt—Retail Customers.”

“Bakkt Crypto, Bakkt Marketplace and Bakkt Trust facilitate transactions in, and provide services for, the crypto assets listed in the tables below.

Bakkt Marketplace / Bakkt Crypto Solutions

Supported for

Crypto Asset

Symbol

Trading

Transfers

Rewards

Bitcoin

BTC

Yes

Yes*

No

(Planned Q1 2024)

Bitcoin Cash

BCH

Dogecoin

DOGE

No (Planned Q1 2024*)

Ethereum

ETH

(Planned 2024)

Ethereum

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Classic

ETC

No Planned Q1 2024*

Litecoin

LTC

Shiba Inu

SHIB

USD Coin

USDC

* Except for the State of New York.

Bakkt Trust

Custody

(Planned Q4 2023)

Read in the reply ↗

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.

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Please also discuss how you expect those delistings to impact your business and results of operations in future periods.

The Company proposes to update the table in response to the Staff’s comment. Please see below and in the section entitled “—Crypto Assets and

Services Offered by Bakkt” in Annex A.

“Following the acquisition of Bakkt Crypto, and as further detailed in the table below, we delisted 37 of the 45 crypto assets that had historically been available for trading on the Bakkt Crypto platform. We first requested the delisting of certain crypto assets from the Bakkt Crypto platform in connection with our due diligence review of the Bakkt

Crypto business in 2022.

Rest of the answer

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. 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. We believe that these delistings will not have a material impact on our business and results of operations in future periods. While the delisted crypto assets represented approximately 15% of gross profit of Bakkt Crypto at the time of its acquisition by the Company, many of these crypto assets constitute what is referred to in the fintech industry as “meme coins.” Historically, such meme coins have been subject to anecdotal spikes in trading activity which may not repeat for a protracted period of time, if at all. In implementing our coin delisting decisions, we have attempted to mitigate impacts on our business and our Clients and Customers by affording Customers a period in which to exit their positions in the impacted crypto assets as part of an orderly wind-down. We expect our listing and delisting decisions to continue to evolve based on relevant regulatory and judicial precedent.

Crypto Asset (Symbol)

Date of Delisting

AMP

December 6, 2022

CRO; DASH; ONE; LUNA; LUNC; ZEC

February 15, 2023

ALGO; MANA

April 21, 2023

COMP; GALA; YFI; LRC; ICP; BAT; LINK; APE; MKR; REN; BNT; SNX; ATOM; GRT; AAVE; FIL; XTZ; AVAX; UNI; XLM; CHZ; SUSHI; CRV; ENJ; FTM; SOL; ADA; MATIC

Read in the reply ↗

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.

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

“—Bakkt Rewards.”

Bakkt Rewards. We are in the process of enabling Clients to offer their Customers the ability to convert loyalty points earned through participation in the Client’s loyalty program into bitcoin (and, in the future, to other crypto assets depending on demand).

Rest of the answer

We initially expect to offer this service in the first quarter of 2024.

Customers that elect this service will opt into the program through the Client’s loyalty program user interface and then be referred to a

Bakkt-managed front end to authorize account creation and conversion of certain Client loyalty points into bitcoin. The exchange rate governing the conversion will be determined by (a) the redemption rate of Client loyalty points to USD, (which is set by the Client), and (b) the prevailing market price for bitcoin, which includes a markup agreed upon between the Client and Bakkt. The bitcoin will then be accessible to the Customer via a Bakkt-managed interface, which will allow

Customers to sell bitcoin for USD, link their account at the Client with their bank account, deposit or withdraw fiat currency, and buy, sell and hold other Bakkt Crypto-approved crypto assets. The Bakkt-managed interface will not allow Customers to open an account directly unless they are referred via a supported Client.

Bakkt Rewards will initially be supported by the Bakkt

Marketplace platform and, once it combines with Bakkt Crypto, by the platform of the combined entity.”

In addition, under “—Other

Potential Services” in Annex A the Company will revise its disclosure to state that it has elected to suspend the development of the Bakkt Payouts product indefinitely.

Read in the reply ↗

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.

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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 Bakkt Rewards, page 3

disclosure in response to the Staff’s comment. The proposed text is set forth below and included in Annex A under “—Other Potential Services.”

“We evaluated opportunities to offer staking and have postponed further development and rollout indefinitely. Factors relevant to our determination are revenue expectations and compliance with applicable laws.” Read in the reply ↗

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

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crypto rewards or reward currencies to a 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.).

Please refer to our response to Comment No. 13 (as well as Annex A under “—Bakkt Rewards”) for a discussion of the material terms and conditions of the program as well as potential support for additional crypto assets. Read in the reply ↗

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.

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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.

Please refer to our response to Comment No. 13 (as well as Annex A under “—Other Potential Services”). Read in the reply ↗

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.

Please refer to our response to Comment No. 13 (as well as Annex A under “—Other Potential Services”). Read in the reply ↗

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.

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

“—Institutional Client Business – Crypto Custody Services.” Please also refer to our response to Comment 11 above.

“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.

Rest of the answer

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

Read in the reply ↗

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.

The Company advises the Staff that prior to its acquisition of Bakkt Crypto, the Company did not use third party custodians, other than minimal amounts at liquidity providers that also provide custody for the purpose of facilitating trading and settlement. However, Bakkt Crypto does utilize third party custodians. Accordingly, we will remove the statement that “we do not presently utilize third-party custodians” from our future filings with the SEC. Read in the reply ↗

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.

The Company respectfully advises the Staff that the Company does not believe that any of the agreements pursuant to which it provides custodial services

(namely, the BitGo Custody Agreement, the Coinbase Custody Agreement or the Fireblocks License Agreement) is a material contract required to be filed pursuant to Item 601 of Regulation S-K.

Rest of the answer

In reaching this conclusion, the Company determined that each agreement was made in the ordinary course of business and does not fall within any of the exceptions set forth in Item 601(b)(10)(ii) of Regulation S-K.

The Company respectfully advises the Staff that companies that provide crypto asset trading services, such as the Company, routinely enter into agreements with service providers in the ordinary course to provide complementary custody services for their trading solutions. These complementary custody solutions are offered by multiple companies, and the

Company could either provide self-custody solutions using the Fireblocks software or another software, or employ the custody services of third-party custodians such as BitGo, Coinbase Custody or other providers. Moreover, the Company has disclosed its intent to consolidate its self-custody services while still offering diversification across custodians for clients that request it, indicating that the services provided pursuant to the third-party agreements will become even less relevant to the Company’s business over time. Such ordinary course agreements need not be filed as exhibits unless they are contracts upon which the business is substantially dependent.

Because the Company can obtain these services or software from other providers and because losing the custody services provided by Coinbase Custody or BitGo or access to the software licensed from Fireblocks would not require the Company to cease providing trading and custody services, the Company’s business is not substantially dependent on any of these contracts. In addition, the revenues derived from custody services are immaterial in amount . The amounts paid under the agreements also constitute an immaterial amount of the Company’s total expenses (representing less than 0.05% of total expenses for the three month period ended

September 30, 2023).

Read in the reply ↗

Please revise to disclose the proportion of customer crypto assets that Bakkt Crypto selfcustodies using the Fireblocks Vault service, which you reference. Also please discuss the material risks attendant to self-custodying customer crypto assets.

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.”

“In addition, Bakkt Crypto also self-custodies select crypto assets (less than 8% of total Customer crypto assets were held in custody as of September 30, 2023) to facilitate consumer withdrawals utilizing the Fireblocks Vault service. Self-custodying Customer crypto assets through the use of Fireblocks third-party custody software involves risks related to our reliance on the third party for the certain services.

Rest of the answer

These include the implementation of Secure Multi-Party Computation (MPC) key creation software, the provision of software that facilitates a Secure Transfer Environment for the transfer of crypto assets, and workflow authorization functionality ensuring that only Bakkt Crypto specified authorized persons are able to access the wallets for authorized purposes.”

Read in the reply ↗

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

Rest of the question

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 functionality of private digital keys and other ownership records are validated by the relevant parties. Listing-Related Policies, page 5

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.”

“Bakkt Trust holds at least 90% of the crypto assets held in custody in cold storage and up to 10% of crypto assets (not to exceed $25.0 million in notional value at any one time) in warm or hot wallets.

Bakkt Crypto holds all crypto assets, including Customer crypto assets and the immaterial inventory of crypto assets that Bakkt Crypto maintains for purposes such as facilitating

Rest of the answer

blockchain fee payments and accommodating the impacts of rounding, in omnibus wallets. With respect to mode of storage, a small percentage of all crypto assets (generally not more than 2%) are held in warm or hot storage in order to facilitate daily settlement and Customer withdrawals, while the vast majority of crypto assets are held in cold storage and accessed, as needed, to replenish the warm or hot wallets. The amounts of crypto assets held in warm/hot storage and cold storage are monitored daily by our custody operations team and reviewed by management on a monthly basis.

Assets stored by Coinbase Custody and BitGo are held 100% in segregated cold storage. Both entities are SOC 1 certified. At this time, Bakkt Crypto does not utilize third parties other than Coinbase Custody and BitGo to hold Customer crypto assets as custodian.

To ensure the security of crypto assets, we do not disclose the geographic location where such assets are held or the identity of the persons who have access to them and the authority to release those assets from wallets. Private keys are held in controlled locations dispersed throughout the United States according to SOC 1 audit procedures to ensure appropriate security.

There are dedicated members of our custody operations team responsible for daily reconciliation of wallet holdings. New members of our custody operations team are required to complete trainings and test simulations and are provided with a runbook on our custody procedures. New members of the custody operations team, like all our employees, are also subject to background checks and drug testing. The daily reconciliations prepared by the custody team are reviewed and analyzed by management monthly and provided to external auditors at least annually, or as otherwise requested. Designated individuals within the custody operations team are responsible for the initiation and approval of outbound wallet transactions, as per our policies and procedures. Access rights are managed according to the principle of least privilege. These rights are maintained according to our IT security policy and subject to quarterly review by our IT security team. The existence, exclusive ownership and software functionality of private digital keys and other ownership records are subject to annual audits conducted by external auditors.

No insurance provider has inspection rights in respect of the crypto assets held in storage.”

In addition, as requested by the Staff, the material terms of the third-party custody arrangements are described below. As discussed in the Company’s response to Comment 20, we do not believe these are material contracts required to be filed pursuant to Item 601(b)(10)(ii) of Regulation S-K.

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 a majority of the keys and a majority of those keys are stored offline (“Vault”). BitGo serves as custodian of crypto assets stored in these wallets. BitGo is required to use reasonable best efforts to keep all custodial coins received by BitGo in safe custody on behalf of Bakkt Crypto and to keep all keys to the custodial wallet held by BitGo secure and to maintain at least one backup key. BitGo is also required to exercise all reasonable best efforts to prevent unauthorized access to or use of the keys held by BitGo to the custodial wallet. Bakkt Crypto does not have inspection rights under the BitGo Custody Agreement.

Under the Coinbase Custody Agreement, Coinbase Custody provides Bakkt with a segregated custody account controlled and secured by Coinbase Custody to store certain crypto assets supported by Coinbase Custody on Bakkt Crypto’s behalf. Crypto assets in the custodial account are not treated as general assets of Coinbase Custody, and Coinbase Custody is a fiduciary and custodian on Bakkt Crypto’s behalf. Under the Coinbase Custody Agreement, Coinbase Custody securely stores crypto asset private keys in offline storage. Under the Coinbase Custody Agreement, Coinbase Custody has implemented and agrees to maintain a reasonable information security program with policies and procedures reasonably designed to safeguard its electronic systems and Bakkt Crypto’s confidential information. Coinbase Custody is required to keep timely and accurate records as to the deposit, disbursement, investment and reinvestment of crypto assets and maintain accurate books and records of the custody services in accordance with applicable law and its own internal document retention policies. Bakkt Crypto does not have inspection rights under the

Coinbase Custody Agreement.

Under the Fireblocks License Agreement, Fireblocks has granted Bakkt Crypto a non-exclusive, non-sublicensable, non-transferable license to generate wallets through the Fireblocks Vault service. The service allows Bakkt Crypto to access and use crypto asset wallets that store private and public keys, interact with various blockchains and monitor its balances of crypto assets.

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Please revise to discuss in greater detail the material terms of Bakkt Marketplace's crypto asset listing policy, as well as the weight ascribed to the various factors considered, such as the Crypto Rating Council scoring system.

disclosure in response to the Staff’s comment. The proposed text is set forth below and included in Annex A under “—Policies and Procedures – Listing-Related Policies.”

“We maintain crypto asset listing policies for each of Bakkt Marketplace (which policy also covers Bakkt Crypto, as its wholly owned subsidiary) and Bakkt Trust (the “Listing Policies”), the purpose of which is to provide a framework for the review and approval of new crypto assets for consumer transactions and custody services, respectively.

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The Listing Policies are based on guidance from the NYDFS and were approved by the NYDFS. Material revisions to the Listing Policies require prior written approval from the NYDFS.

The Listing Policies require the covered entity to undertake and document a risk assessment for each new crypto asset, which considers a number of risks, including legal and regulatory risk, and entails a review of the regulatory status of the crypto asset. Other risks covered by the risk assessment include integrity and legitimacy risk

(i.e., risks associated with the creation, governance, issuance, and design of the crypto asset); reputational risk; liquidity, pricing, and manipulation risk; operational risk; and cyber security risk. The Listing Policies also provide for an evaluation of actual or potential conflicts of interest with respect to the potential listing of a crypto asset, and updates to policies and procedures to ensure that monitoring and control measures are in place to manage money laundering and financial crime risk associated with the crypto asset.

Under the Listing Policies, we utilize the risk assessment to consider various factors when making a decision to approve a new crypto asset for listing, including, among others, the appropriateness of the crypto asset to our business model and client base and whether the crypto asset is supported by other reputable markets or trading venues. In order to assess the regulatory status of a crypto asset, we consider the application of the Howey test, and other factors relevant to the determination of the security status of a crypto asset, and the positions of the SEC as expressed in various crypto-related enforcement actions and lawsuits. We may also solicit the opinion of outside counsel.

The Listing

Policies do not ascribe specific weighting to particular factors or inputs to be considered in connection with the potential listing or delisting of crypto assets.”

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We note your proposed disclosure under this risk factor. Please further revise to discuss the IRS’s recent proposed regulations relating to the reporting of crypto asset transactions by brokers.

The Company respectfully acknowledges the Staff’s comment and advises that it intends to supplement its disclosure in this risk factor in future filings with the following language:

“In August 2023, the IRS published proposed regulations on tax reporting requirements for cryptocurrency brokers, which are generally expected to expand the scope of companies that are required to report basis, adjusted basis, gross proceeds and amounts realized from sales of covered crypto assets.”

The amended risk factor will be included in the amendment to the Company’s Form 10-Q for the quarter

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ended

September 30, 2023 that includes the Business Update.

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We note your proposed disclosure regarding the Southern District of New York's decision in Ripple Labs, Inc. Please balance your disclosure by addressing the Southern District of New York's decision in Terraform Labs.

The Company respectfully acknowledges the Staff’s comment and advises that it intends to supplement its proposed disclosure in future filings with the following language:

“On July 31, 2023, a different court in the Southern District of New York held that the SEC had asserted a plausible claim that certain inter-related crypto-assets offered by Terraform Labs qualified as investment contracts.” Read in the reply ↗

We note your proposed disclosure on page 17 that you "could be subject to judicial or administrative sanctions…for acting as a broker, dealer, or national securities exchange without appropriate registration." Please revise to also address acting as a clearing agency without appropriate registration.

The Company respectfully acknowledges the Staff’s comment. As a consequence of the manner in which Section 3(a)(23)(A) of the Exchange Act defines “clearing agency,” and the manner in which the Company’s platforms operate, the Company does not believe that any of its subsidiaries, including Bakkt Crypto, could qualify as a clearing agency requiring registration under the Exchange Act.

In this regard, and in connection with the disclosure the Company has proposed to include in response to the Staff’s comments, the Company notes that Section 3(a)(23)(B) (iii) of the Exchange Act expressly

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excludes from the definition of “clearing agency” a broker or dealer to the extent deemed to be a clearing agency “solely by reason of functions performed by such institution as part of customary . . . . brokerage [or] dealing . . . . activities.”

We trust that you find these responses helpful in your evaluation of the Registration Statements. Please do not hesitate to contact us should you require further information.

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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.

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Please also revise to include a recent developments section in your prospectus summary to disclose the Apex Acquisition and related material risks.

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. Read in the reply ↗

We note your response and proposed disclosure 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.

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. Read in the reply ↗

We note your response and proposed disclosure 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.

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.

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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.

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.

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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.

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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.

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.

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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.

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.

See 7 U.S.C. § 1a(47).

7 U.S.C. § 1a(47)(A)(i).

7 U.S.C. § 1a(47)(A)(ii).

7 U.S.C. § 1a(47)(A)(iii).

7 U.S.C. § 1a(47)(A)(iv).

7 U.S.C. § 1a(47)(A)(v).

7 U.S.C. § 1a(47)(A)(vi).

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).

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

Id.

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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

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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.

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.

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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.

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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.

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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.

respectfully acknowledges the Staff’s comment and advises that the Company has indefinitely postponed further development and rollout of the capability for registered customers to transfer crypto assets to and from other registered customers within our platform. We have updated our disclosure in Annex A under “Item 5—Other Information—Crypto Assets and Services Offered by Bakkt—Other Potential Services” to reflect this.

The reference to a customer’s “Banking as a Service” provider account refers to instances where a client, through its banking relationships, offers customers the ability to

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withdraw fiat currency from, or transfer or deposit fiat currency into, the customer’s Banking as a Service account with that client. In those instances, those customers would utilize their Banking as a Service account to purchase supported crypto assets from Bakkt Crypto, as depicted in Figure 2 of Annex A, and to deposit the proceeds of sales of supported crypto assets to Bakkt Crypto, as depicted in

Figure 6 of Annex A. Our client, not the Company, maintains the relationship with the Banking as a Service provider and the Company is not itself regulated as a bank. We have revised our disclosure on page 19 of Annex A to clarify this.

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We note 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 reader without specialized industry knowledge can understand them.

The Company respectfully acknowledges the Staff’s comment and advises that for purposes of its public disclosures, the Company regards “crypto assets”, “virtual currency”, “coins” and “tokens” to be interchangeable. We note that the State of

New York uses the term “virtual currency,” and therefore, in contexts that refer directly to New York law or regulation, the disclosure uses that term. We have revised our disclosure on page 14 of Annex A to clarify this. Read in the reply ↗

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).

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For example, and without limitation, please discuss: • How many liquidity providers do you route to; • How do 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 contingent on the execution of an offsetting order with a liquidity provider, or alternatively, whether Bakkt Crypto executes a Customer’s order and subsequently execute 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, does Bakkt Crypto use its own cash or crypto assets to do so; and • Any liquidity risk to the company associated with these arrangements with liquidity providers.

respectfully acknowledges the Staff’s comment and advises that Bakkt Crypto currently has relationships with seven liquidity providers, with at least three providers servicing each supported crypto asset in order to provide consistent liquidity. Bakkt Crypto utilizes a proprietary, internal system to aggregate quotes from its liquidity providers by asset, side, price and size, which Bakkt Crypto uses to determine what quotes to provide, as principal, to its clients for display to customers.

To fill customer orders as riskless principal, the Bakkt Crypto platform compares customer orders to

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the aggregated best bid or offer prices quoted by Bakkt Crypto’s liquidity providers. If a customer order is marketable, Bakkt Crypto routes an offsetting order for its own account, on a one-to-one basis, to the liquidity provider quoting the best price. Customers may place market orders or limit orders on the Bakkt Crypto platform. Market orders are, by definition, marketable when they are placed. As such, when a customer market order is received, Bakkt Crypto will offset that order by routing an order for its own account to the relevant liquidity provider on an “immediate or cancel” basis. Limit orders may be marketable when they are placed, or may become marketable when the aggregated market price, as determined by Bakkt Crypto’s proprietary internal system, aligns with the limit price selected by the customer. The Bakkt Crypto platform holds customer market orders that are not marketable at the time they are placed on Bakkt Crypto’s internal order book and evaluates such orders for marketability on an ongoing basis as liquidity providers change their best bid or offer prices. Should a customer limit order become marketable as the aggregated best price changes, the Bakkt Crypto platform would, at that point, place an offsetting order for its own account with a liquidity provider.

Upon receipt of a fill confirmation from the liquidity provider servicing one of Bakkt Crypto’s offsetting orders, Bakkt Crypto will fill the corresponding customer transaction out of its own account as riskless principal. In other words, the Bakkt Crypto platform is structured to execute the offsetting order for Bakkt Crypto’s own account prior to executing the corresponding customer order.

Bakkt Crypto has written agreements with all of its liquidity providers. Under these agreements, Bakkt Crypto is granted access to proprietary trading platforms of the liquidity providers for the purpose of placing orders for purchase or sale of crypto assets. Bakkt Crypto acts as principal in such transactions with liquidity providers. Orders cannot be withdrawn, cancelled or amended. After the liquidity provider accepts the order, it issues a transaction confirmation. The parties then are obligated to deliver fiat currency and crypto assets according to the terms of the transaction. The agreements contain customary representations and warranties and confidentiality, limitation of liability and indemnification provisions. The agreements do not have a set term and generally may be cancelled by either party for convenience on prior written notice of 30 to 60 days, with some agreements providing for no such notice obligations or a notice obligation of seven days.

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 its liquidity providers on a daily or other post-trade, non-real-time basis, at which time, 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. We have revised our disclosure on page 22 of Annex A to provide this additional detail.

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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.

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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.

The Company respectfully acknowledges the Staff’s comment and advises that the Company has postponed further development and rollout of NFTs indefinitely.

Factors relevant to our determination include, among other things, revenue expectations and compliance with applicable laws. We have updated our disclosure in Annex A under “Item 5—Other Information—Crypto Assets and

Services Offered by Bakkt—Other Potential Services” to reflect this.

The Company is currently live in Spain, Mexico, Argentina, and Brazil with Hapi Crypto. Read in the reply ↗

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 one of your third-party custodians.

respectfully acknowledges the Staff’s comment and advises that it intends to supplement its disclosure in response to the Staff’s comments. The proposed text is set forth below and included on pages

7-8 of Annex A under the risk factor captioned “Our failure to safeguard and manage our customers’ crypto could adversely impact our business, operating results, and financial condition.”

The Company also advises the Staff that, as of the date of this submission, the value of Bakkt Crypto assets held in omnibus wallet accounts for less than one tenth of one percent of the value of the balance of

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crypto assets held on behalf of Bakkt

Crypto customers.

“We regard the crypto assets that we hold in custody for customers as the property of those customers, who benefit from the rewards and bear the risks associated with their ownership, and we believe that customer crypto assets, consistent with the nature and terms of the services we offer and applicable law, would not be made available to satisfy the claims of our general creditors in the event of our bankruptcy. In addition, since the acquisition of Bakkt Crypto, we have utilized the services of third-party custodians to hold crypto assets in custody for the benefit of Bakkt Crypto customers. These third-party custodians maintain their own bankruptcy protection procedures and contractual protections designed with the goal that the crypto assets held in custody by these third-party custodians would not be made available to satisfy the claims of such custodian’s general creditors in the event of bankruptcy. However, insolvency law is not fully developed with respect to the holding of crypto assets in custodial arrangements and continues to develop. As a result, there is a risk that crypto assets held in custody could be considered to be the property of a bankruptcy estate in the event of a bankruptcy, and that the crypto assets held in custody on behalf of our customers could be subject to bankruptcy proceedings and such customers could be treated as general unsecured creditors. This prospect may result in customers finding our custodial services more risky and less attractive.

Both Bakkt Trust and Bakkt Crypto use omnibus wallets to hold crypto assets belonging to the

Company as well as crypto assets held for the benefit of and on behalf of customers. The balances of Bakkt Crypto-owned assets in such wallets are de minimis and are maintained solely to facilitate customer transactions, such as by funding the payment of transfer fees and addressing rounding conventions and trade errors. Although the Company maintains detailed internal ledgers recording the ownership of crypto assets held in Company-controlled omnibus wallets, the use of omnibus wallets could complicate the disposition or treatment of customer crypto assets in the event of our bankruptcy, including by increasing the risk that crypto assets held in the omnibus wallets are considered to be the property of our bankruptcy estate.”

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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.

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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 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.

respectfully acknowledges the Staff’s comment and advises that it has expanded the subject disclosure to include the material terms of the custody agreements in the subsection headed “ —Custody Services for the Crypto Assets

Supported for Trading” of Annex A.

All of the keys for the cold wallets BitGo and Coinbase have established to hold Bakkt Crypto assets are held by BitGo or Coinbase, as applicable, and stored in cold storage.

“Segregated” means that Bakkt Crypto customers assets are held in unique addresses on the respective blockchains and do not include assets of other clients of

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BitGo or Coinbase, or of BitGo or Coinbase themselves.

has revised the subject disclosure to include a description of the term and terminations provisions of the custody agreements, as reflected on page 23 of Annex A.

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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.

The Company respectfully acknowledges the Staff’s comment and advises that it intends to supplement its disclosure in response to the Staff’s comments. The proposed text is set forth below and included on pages 9-10 of Annex A under the risk factor captioned “Regulatory regimes governing blockchain technologies and crypto are evolving and uncertain, and new legislation, regulations, guidance and enforcement actions have in the past required, and may in the future require, us to alter our business practices.”

“In October 2023, the governor of California signed into law the Digital Financial

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Assets Law (“DFAL”), which establishes a required licensing framework administered by the California Department of Financial Protection and Innovation (“DFPI”) for entities engaged in digital financial asset business activity in the state of California. The Company expects that its business will require licensure under the DFAL and will therefore take steps to obtain necessary licenses prior to the enactment’s effective date of July 1, 2025. The Company notes that the DFAL provides that the DFPI may issue a conditional license to companies, such as our subsidiaries, that maintain licenses to conduct virtual currency business activity in New York or hold a charter as a New York limited purpose trust company with approval to conduct a virtual currency business under New York law. The Company will continue to monitor and review guidance from the DFPI clarifying the enactment’s scope and interpretation.”

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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

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activities, and why you believe the Company would be considered to be engaged in customary brokerage or dealing activities.

the Staff’s comment. The cited exclusion from the Exchange Act’s definition of “clearing agency” is not limited on its face to registered broker-dealers, but rather extends to any “broker” or any “dealer.” The

Exchange Act defines “broker” and “dealer” broadly11 and captures the more limited subset of entities that have registered with the Commission as broker dealers under the separate defined term “registered broker or dealer.”12 Where Congress intended to limit the import of particular provisions of the Exchange Act to registered broker-dealers only, the statutory text expressly reflects

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as much.13 An entity that meets the Exchange Act definition of “broker” or “dealer” is therefore eligible to rely on the

Section 3(a)(23)(B)(iii) exclusion even if such entity would not qualify as a “registered broker or dealer.”

See Exchange Act § 3(a)(4) (defining “broker” as “any person engaged in the business of effecting transactions in securities for the account of others”); id. § 3(a)(5) (defining “dealer” as “any person engaged in the business of buying and selling securities . . . . for such person’s own account through a broker or otherwise”).

See id. § 3(a)(48).

e.g. id. § 3(a)(3)(A) (defining the term “member” with respect to a national securities exchange to include, inter alia, any “registered broker or dealer which agrees to be regulated by such exchange and with respect to which the exchange undertakes to enforce compliance with the provisions of this title, the rules and regulations thereunder, and its own rules”) (emphasis added); id. § 3(a)(3)(B) (defining the term “member” with respect to a registered securities association to include any “broker or dealer who agrees to be regulated by such association and with respect to whom the association undertakes to enforce compliance with the provisions of this title, the rules and regulations thereunder, and its own rules”) (emphasis added).

With respect to the characterization of the Company’s activities, the proposed Business Update included with the Company’s November 21, 2023 letter submission explained that the Bakkt Crypto platform operates as a riskless principal, offsetting each customer order it fills by routing a corresponding order to a liquidity provider on a one-to-one basis.14 Commission guidance has consistently treated and addressed such trading activity as customary brokerage or dealing activity to the extent it involves securities. For instance, in a 2001 rulemaking release regarding the scope and interpretation of certain bank-related exemptions from the Exchange Act’s definitions of “broker” and “dealer,” the Commission explained that, “under the securities laws, ‘riskless’ principal transactions involve dealer activity because entities that engage in ‘riskless’ principal transactions as a matter of course would be involved in the business of buying and selling securities for their own accounts, even if the risk associated with the transactions is minimal or non-existent.”15

We trust that you find these responses helpful in your evaluation of the Registration Statements.

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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.

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.

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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. …]

Read in the reply ↗

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.

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.

Rest of the answer

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. …]

Read in the reply ↗

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-realtime 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

Rest of the question

settling less frequently than daily.

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

Rest of the answer

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.] 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.

Read in the reply ↗

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

Rest of the question

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.

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.

[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”).] Read in the reply ↗

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.

Rest of the question

Your disclosure should include a discussion of:o the principal conditions or events that raise substantial doubt about your ability to continue as a going concern; o your evaluation of the significance of those conditions or events in relation to your ability to meet your obligations; and o 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.

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.

Rest of the answer

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.

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.

Read in the reply ↗

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.

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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.

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

Rest of the answer

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.

Read in the reply ↗

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.

No reply letter found.

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

Rest of the question

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.

No reply letter found.

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.

Rest of the question

Please clarify the activities engaged in, or expected to be engaged in, by Bakkt Brokerage.

No reply letter found.

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

No reply letter found.

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.

No reply letter found.

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.

No reply letter found.

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.

Rest of the question

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.

No reply letter found.

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

Rest of the question

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.

No reply letter found.

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.

No reply letter found.

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

Rest of the question

incoming and outgoing transfers; and • Enhanced capabilities on your trading platform, including support for larger 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.

No reply letter found.

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.

No reply letter found.

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.

Rest of the question

Please also discuss how you expect those delistings to impact your business and results of operations in future periods.

No reply letter found.

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.

No reply letter found.

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.

Rest of the question

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 Bakkt Rewards, page 3

No reply letter found.

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

Rest of the question

crypto rewards or reward currencies to a 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.).

No reply letter found.

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.

Rest of the question

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.

No reply letter found.

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.

No reply letter found.

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.

No reply letter found.

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.

No reply letter found.

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.

No reply letter found.

Please revise to disclose the proportion of customer crypto assets that Bakkt Crypto selfcustodies using the Fireblocks Vault service, which you reference. Also please discuss the material risks attendant to self-custodying customer crypto assets.

No reply letter found.

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

Rest of the question

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 functionality of private digital keys and other ownership records are validated by the relevant parties. Listing-Related Policies, page 5

No reply letter found.

Please revise to discuss in greater detail the material terms of Bakkt Marketplace's crypto asset listing policy, as well as the weight ascribed to the various factors considered, such as the Crypto Rating Council scoring system.

No reply letter found.

We note your proposed disclosure under this risk factor. Please further revise to discuss the IRS’s recent proposed regulations relating to the reporting of crypto asset transactions by brokers.

No reply letter found.

We note your proposed disclosure regarding the Southern District of New York's decision in Ripple Labs, Inc. Please balance your disclosure by addressing the Southern District of New York's decision in Terraform Labs.

No reply letter found.

We note your proposed disclosure on page 17 that you "could be subject to judicial or administrative sanctions…for acting as a broker, dealer, or national securities exchange without appropriate registration." Please revise to also address acting as a clearing agency without appropriate registration.

No reply letter found.

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.

No reply letter found.

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

Rest of the question

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.

No reply letter found.

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.

Rest of the question

Please clarify the activities engaged in, or expected to be engaged in, by Bakkt Brokerage.

No reply letter found.

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

No reply letter found.

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.

No reply letter found.

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.

No reply letter found.

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.

Rest of the question

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.

No reply letter found.

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

Rest of the question

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.

No reply letter found.

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.

No reply letter found.

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

Rest of the question

incoming and outgoing transfers; and • Enhanced capabilities on your trading platform, including support for larger 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.

No reply letter found.

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.

No reply letter found.

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.

Rest of the question

Please also discuss how you expect those delistings to impact your business and results of operations in future periods.

No reply letter found.

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.

No reply letter found.

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.

Rest of the question

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 Bakkt Rewards, page 3

No reply letter found.

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

Rest of the question

crypto rewards or reward currencies to a 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.).

No reply letter found.

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.

Rest of the question

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.

No reply letter found.

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.

No reply letter found.

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.

No reply letter found.

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.

No reply letter found.

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.

No reply letter found.

Please revise to disclose the proportion of customer crypto assets that Bakkt Crypto selfcustodies using the Fireblocks Vault service, which you reference. Also please discuss the material risks attendant to self-custodying customer crypto assets.

No reply letter found.

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

Rest of the question

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 functionality of private digital keys and other ownership records are validated by the relevant parties. Listing-Related Policies, page 5

No reply letter found.

Please revise to discuss in greater detail the material terms of Bakkt Marketplace's crypto asset listing policy, as well as the weight ascribed to the various factors considered, such as the Crypto Rating Council scoring system.

No reply letter found.

We note your proposed disclosure under this risk factor. Please further revise to discuss the IRS’s recent proposed regulations relating to the reporting of crypto asset transactions by brokers.

No reply letter found.

We note your proposed disclosure regarding the Southern District of New York's decision in Ripple Labs, Inc. Please balance your disclosure by addressing the Southern District of New York's decision in Terraform Labs.

No reply letter found.

We note your proposed disclosure on page 17 that you "could be subject to judicial or administrative sanctions…for acting as a broker, dealer, or national securities exchange without appropriate registration." Please revise to also address acting as a clearing agency without appropriate registration.

No reply letter found.

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.

No reply letter found.

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

Rest of the question

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.

No reply letter found.

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.

Rest of the question

Please clarify the activities engaged in, or expected to be engaged in, by Bakkt Brokerage.

No reply letter found.

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

No reply letter found.

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.

No reply letter found.

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.

No reply letter found.

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.

Rest of the question

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.

No reply letter found.

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

Rest of the question

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.

No reply letter found.

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.

No reply letter found.

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

Rest of the question

incoming and outgoing transfers; and • enhanced capabilities on your trading platform, including support for larger 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.

No reply letter found.

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.

No reply letter found.

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.

Rest of the question

Please also discuss how you expect those delistings to impact your business and results of operations in future periods.

No reply letter found.

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.

No reply letter found.

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.

Rest of the question

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 Bakkt Rewards, page 3

No reply letter found.

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

Rest of the question

crypto rewards or reward currencies to a 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.).

No reply letter found.

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.

Rest of the question

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.

No reply letter found.

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.

No reply letter found.

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.

No reply letter found.

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.

No reply letter found.

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.

No reply letter found.

Please revise to disclose the proportion of customer crypto assets that Bakkt Crypto selfcustodies using the Fireblocks Vault service, which you reference. Also please discuss the material risks attendant to self-custodying customer crypto assets.

No reply letter found.

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

Rest of the question

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 functionality of private digital keys and other ownership records are validated by the relevant parties. Listing-Related Policies, page 5

No reply letter found.

Please revise to discuss in greater detail the material terms of Bakkt Marketplace's crypto asset listing policy, as well as the weight ascribed to the various factors considered, such as the Crypto Rating Council scoring system.

No reply letter found.

We note your proposed disclosure under this risk factor. Please further revise to discuss the IRS’s recent proposed regulations relating to the reporting of crypto asset transactions by brokers.

No reply letter found.

We note your proposed disclosure regarding the Southern District of New York's decision in Ripple Labs, Inc. Please balance your disclosure by addressing the Southern District of New York's decision in Terraform Labs.

No reply letter found.

We note your proposed disclosure on page 17 that you "could be subject to judicial or administrative sanctions…for acting as a broker, dealer, or national securities exchange without appropriate registration." Please revise to also address acting as a clearing agency without appropriate registration.

No reply letter found.

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.

Rest of the question

Please also revise to include a recent developments section in your prospectus summary to disclose the Apex Acquisition and related material risks.

No reply letter found.

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.

No reply letter found.

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.

No reply letter found.

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.

Rest of the question

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.

No reply letter found.

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

Rest of the question

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.

No reply letter found.

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.

Rest of the question

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.

No reply letter found.

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 reader without specialized industry knowledge can understand them.

No reply letter found.

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).

Rest of the question

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.

No reply letter found.

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.

Rest of the question

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.

No reply letter found.

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.

No reply letter found.

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.

Rest of the question

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 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.

No reply letter found.

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.

No reply letter found.

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

Rest of the question

activities, and why you believe the Company would be considered to be engaged in customary brokerage or dealing activities.

No reply letter found.

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.

Rest of the question

Please also revise to include a recent developments section in your prospectus summary to disclose the Apex Acquisition and related material risks.

No reply letter found.

We note your response and proposed disclosure 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.

No reply letter found.

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.

No reply letter found.

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.

Rest of the question

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.

No reply letter found.

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

Rest of the question

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.

No reply letter found.

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.

Rest of the question

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.

No reply letter found.

We note 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 reader without specialized industry knowledge can understand them.

No reply letter found.

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).

Rest of the question

For example, and without limitation, please discuss: • How many liquidity providers do you route to; • How do 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 contingent on 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, does Bakkt Crypto use its own cash or crypto assets to do so; and • Any liquidity risk to the company associated with these arrangements with liquidity providers.

No reply letter found.

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.

Rest of the question

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.

No reply letter found.

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 one of your third-party custodians.

No reply letter found.

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.

Rest of the question

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 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.

No reply letter found.

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.

No reply letter found.

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

Rest of the question

activities, and why you believe the Company would be considered to be engaged in customary brokerage or dealing activities.

No reply letter found.

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.

Rest of the question

Please also revise to include a recent developments section in your prospectus summary to disclose the Apex Acquisition and related material risks.

No reply letter found.

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.

No reply letter found.

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.

No reply letter found.

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.

Rest of the question

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.

No reply letter found.

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

Rest of the question

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.

No reply letter found.

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 payments platform or facilitate the matching of transactions between Customers.

Rest of the question

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.

No reply letter found.

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 reader without specialized industry knowledge can understand them.

No reply letter found.

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).

Rest of the question

For example, and without limitation, please discuss: • How many liquidity providers do you route to; • How do 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 contingent on the execution of an offsetting order with a liquidity provider, or alternatively, whether Bakkt Crypto execute a Customer’s order and subsequently execute 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 use its own cash or crypto assets to do so; and • Any liquidity risk to the company associated with these arrangements with liquidity providers.

No reply letter found.

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.

Rest of the question

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.

No reply letter found.

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 one of your third-party custodians.

No reply letter found.

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.

Rest of the question

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 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.

No reply letter found.

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.

No reply letter found.

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

Rest of the question

activities, and why you believe the Company would be considered to be engaged in customary brokerage or dealing activities.

No reply letter found.

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.

No reply letter found.

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.

No reply letter found.

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-realtime 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

Rest of the question

settling less frequently than daily.

No reply letter found.

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

Rest of the question

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.

No reply letter found.

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.

No reply letter found.

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.

No reply letter found.

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-realtime 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

Rest of the question

settling less frequently than daily.

No reply letter found.

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

Rest of the question

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.

No reply letter found.

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.

No reply letter found.

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.

No reply letter found.

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 posttrade, 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

Rest of the question

settling less frequently than daily.

No reply letter found.

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

Rest of the question

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.

No reply letter found.

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.

Rest of the question

Your disclosure should include a discussion of:o the principal conditions or events that raise substantial doubt about your ability to continue as a going concern; o your evaluation of the significance of those conditions or events in relation to your ability to meet your obligations; and o 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.

No reply letter found.

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.

No reply letter found.

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.

No reply letter found.

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.

Rest of the question

Your disclosure should include a discussion of:o the principal conditions or events that raise substantial doubt about your ability to continue as a going concern; o your evaluation of the significance of those conditions or events in relation to your ability to meet your obligations; and o 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.

No reply letter found.

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.

No reply letter found.

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.

Rest of the question

Your disclosure should include a discussion of:o the principal conditions or events that raise substantial doubt about your ability to continue as a going concern; o your evaluation of the significance of those conditions or events in relation to your ability to meet your obligations; and o 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.

No reply letter found.

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.

No reply letter found.

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.

Rest of the question

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.

No reply letter found.

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.

Rest of the question

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.

No reply letter found.

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.

Rest of the question

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.

No reply letter found.

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.

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. Read in the reply ↗

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.

Rest of the question

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.

The Company has revised its disclosure on pages 24, 25, 138, and 139 to address the Staff’s comment. Read in the reply ↗

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.

The Company has revised its disclosure on page 32 to address the Staff’s comment. Read in the reply ↗

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.

Rest of the question

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.

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.

Rest of the answer

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.

Read in the reply ↗

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.

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

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.

Rest of the question

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.

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. Read in the reply ↗

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

Rest of the question

page 65

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.

Rest of the answer

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.

Read in the reply ↗

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.

Rest of the question

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.

In response to the Staff’s comment, the Company has revised its disclosure on page 174 accordingly. Read in the reply ↗

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.

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. Read in the reply ↗

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.

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

Rest of the answer

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.

Read in the reply ↗

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. Bakkt, page 261

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.

Rest of the answer

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.

Read in the reply ↗

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.

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

Rest of the answer

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.

Read in the reply ↗

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

In response to the Staff’s comment, the Company has revised its disclosures on page 277 of the Registration Statement. Read in the reply ↗

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.

Rest of the question

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.

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.

Rest of the answer

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 million), plus additional cash, for a total contribution in the amount of $261 million. On a post-transaction basis, B2S’s $250 million value was only approximately 22% of the total post-money valuation of

Bakkt.

As noted in Bakkt’s MD&A and financial statements, Bakkt accounted for the B2S acquisition as a common control transaction under ASC 805. At the 2006 AICPA National Conference on Current SEC and PCAOB Developments, the SEC staff indicated that the predecessor entity in a common control transaction generally is the entity that was first controlled by the parent. ICE, as the controlling parent company of Bakkt, acquired all of the issued and outstanding equity of B2S and subsequently contributed substantially all of the assets and liabilities of B2S to Bakkt as part of a financing round.

Because Bakkt was formed and capitalized 19 months and 14 months, respectively, prior to the acquisition of B2S by ICE and ICE’s subsequent contribution of B2S to Bakkt, Bakkt’s management concluded that this factor was an indicator that Bakkt is the predecessor entity.

The Size of the Entities.

As shown below, the key financial metrics of Bakkt and B2S and the combined entities (in 2020) are mixed with respect to their relative sizes.

In millions

Bakkt

B2S

2020

2019

2018

Assets

$

468.4

177.7

182.5

45.2

52.0

Equity

388.3

151.5

162.0

(21.3

)

(24.5

Revenues

28.5

(0.9

44.3

48.7

Income (loss)

(79.4

(33.0

0.8

2.9

3.8

Bakkt’s assets and equity were significantly greater than B2S’s assets and equity as of

December 31, 2019 and 2018, and the combined assets and combined equity of the companies as of December 31, 2020 are even greater than the sum of the combined assets and combined equity of the two companies as of December 31, 2019 and

2018. B2S’s revenue and income for the fiscal years ended December 31, 2019 and 2018 were significantly greater than Bakkt’s revenue and loss for the corresponding periods. These financial disparities are explained by the following:

•

Bakkt was formed in July 2018 and initially capitalized in December 2018, with no substantial operations that year. Accordingly, Bakkt reported no revenues for 2018 and the only income recorded for 2018 related to interest income.

Bakkt incurred significant expenses and reported minimal revenues for the first time in 2019 because it spent much of the year acquiring key assets (as explained in Note 4 to Bakkt’s consolidated financial statements), scaling its operations, management and development team, and implementing and developing its core technologies.

By contrast, B2S had an operating business with revenues and ongoing operations, although its revenues were not growing and were, in fact, declining. This is demonstrated by reviewing the downward trend for B2S’s revenues from 2019 to 2018 as provided in the citation for B2S 3-05 financials, and then on a combined company basis for 2020.

In summary, Bakkt was in the start-up phase of operations in 2019 and

2018 in pursuit of a business plan with a total addressable market many times that of B2S’s total addressable market. Based on the foregoing underlying facts, when comparing the relative size of the entities based on financial metrics, revenue should not be the only, or even the primary, factor to consider.

Moreover, as discussed in more detail in the “Other Factors” section below,

Bakkt’s business plan is much broader in terms of scope and market size than B2S’s business plan. Bakkt effected the acquisition of B2S in part to leverage some of its key customer relationships in the loyalty redemption space for

Bakkt’s broader business plan. Most aspects of the prior B2S business model have been deemphasized by Bakkt (as is apparent from the 2020 combined company revenues), will continue to be deemphasized and will comprise a declining portion of

Bakkt’s revenues and operations on a go-forward basis. This focus on Bakkt’s larger business model suggests that the driver of future revenues and operating results for Bakkt will be dominated by

Bakkt’s operations rather than B2S’s operations.

Therefore, Bakkt’s management concluded that these factors support that

Bakkt is the more significant entity and indicate that Bakkt is the predecessor entity.

The Fair Value of the Entities

In assessing the fair value of the entities, Bakkt’s management considered the following:

Bakkt’s Series B financing round in February 2020 was completed at a pre-money valuation of $817 million. By contrast, ICE purchased B2S in February 2020 for an enterprise value $250 million based on arm’s-length negotiations between independent third parties, which included approximately $15 million of assumed debt net of cash acquired.

As noted above in the “The Order in which the Entities are Acquired” section, on March 12,

2020, Bakkt completed a Series C round of funding in the amount of approximately $300 million, resulting in a post-money valuation of approximately $1.1 billion. As part of this funding, ICE contributed the B2S business to Bakkt (at the enterprise value of $250 million), plus additional cash, for a total contribution in the amount of $261 million with other existing investors contributing the remaining financing. On a post-transaction basis, B2S’s portion of the overall company valuation was less than 25% of the total post-money valuation of Bakkt.

Bakkt’s management concluded that

Bakkt is the larger entity based on fair value, as evidenced by a concurrent round of equity financing in which ICE and other independent institutional investors participated at a valuation of Bakkt significantly larger than B2S’s valuation.

Therefore, management also concluded that these factors indicate that Bakkt is the predecessor entity.

The Ongoing Management

Structure

The fourth factor the Staff highlighted to consider in determining the predecessor, the ongoing management structure, was analyzed by Bakkt’s management based on the following:

Only two of the seven B2S executives holding “C-Suite” roles prior to the acquisition transitioned into C-Suite roles at the combined company. One of those executives, the COO, resigned effective as of December 31, 2020 and the second B2S executive, its CFO, will transition out of his role in April 2021 (as has been publicly announced).

Position with Bakkt post acquisition

Company

Pre

Acquisition

CEO

President

CFO

COO

General Counsel

Chief Product Officer

CTO

The Board of Managers of Bakkt as composed prior to the acquisition of B2S continued to comprise the Board post-acquisition, and all of the members of the Board of Directors of B2S resigned effective as of the closing of the transaction.

Bakkt’s management largely assumed all management responsibilities of daily B2S business operations following the closing.

Therefore, Bakkt’s management concluded that these factors support that Bakkt’s management dominates the post-acquisition combined company and indicate that Bakkt is the predecessor entity.

Other Factors

The Staff has encouraged registrants to evaluate their determination of predecessors in light of how management intends to discuss its business in its public filings (such as a registration statement in connection with an initial public offering), as well as whether financial information in its subsequent annual reports on Form 10-K would provide sufficient information to investors. As noted above, and demonstrated in the “Information About Bakkt” section of the proxy statement/prospectus that forms a part of the VIH Registration Statement, the principal focus of the Bakkt business going forward will be enabling users to buy, sell, convert, spend and send digital assets on the Bakkt platform, of which the B2S technology only will comprise an underlying part.

Bakkt management notes that the Bakkt product roadmap is anchored by its digital asset platform and the B2S business has been refocused to serve as a pipeline for adoption by loyalty and rewards sponsor users of Bakkt’s consumer app. The B2S legacy technology platforms have largely been relegated to “maintenance” with no significant investment in new feature and functionality sets absent a material benefit to Bakkt’s consumer app.

The “Information About Bakkt” section of the proxy statement/prospectus that forms a part of the VIH Registration Statement provides a detailed description of Bakkt’s product roadmap and larger business model. The description therein supports the conclusion that Bakkt’s management views its larger platform as the driver of its business and financial projections.

Therefore, Bakkt’s management concluded that these other factors indicate that Bakkt is the predecessor entity.

Conclusion

Staff guidance and general market practice indicates that no one factor should be determinative when assessing the predecessor, but rather the assessment should be based upon a collective evaluation of all factors based on the facts and circumstances as a whole. In considering the foregoing principles of predecessor determination in light of Bakkt’s specific facts and circumstances, as well as the other factors outlined above, the management of Bakkt concluded that the overwhelming weight of the evidence indicates that Bakkt is the predecessor for accounting purposes.

In addition, due to its significance explain why B2S Holdings, Inc. is not included in your MD&A. 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.

In response to the Staff’s comment, the Company respectfully directs the Staff to disclosures included in Note 4 of Bakkt’s consolidated financial statements beginning on page F-40 of the Registration Statement, which include pro forma financial information related to Bakkt’s acquisition of B2S, in accordance with the disclosure requirements in ASC 805. Further in response to the Staff’s comment, the “Our Corporate Structure” section in Bakkt’s MD&A has been updated to describe the B2S acquisition and that it was accounted for under ASC

805. Additionally, the “Results of Operations” section of Bakkt’s MD&A highlights the effect the B2S acquisition had on the results of the consolidated entity for fiscal year 2020.

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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.

We respectfully inform the Staff that the Registration Statement has been updated at page 272 to specify that the NYSDFS approved Bakkt

Trust, a limited purpose trust company, to offer standalone custody of bitcoin and that this service is subject to ongoing regulatory oversight by the NYSDFS. Read in the reply ↗

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.

In response to the Staff’s comment, the Company has revised its disclosures on pages 303 and 304 of the Registration Statement. Read in the reply ↗

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.

Rest of the question

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

respectfully advises the Staff that to determine the appropriate presentation of operating expenses, Bakkt applies the guidance in Rule 5-03 of Regulation S-X.

Bakkt’s presentation of operating expense by nature and function reflects the start-up nature of Bakkt’s business. As a start-up company, Bakkt does not operate its business in manner that allows for costs to be distinguished between their nature and function. As Bakkt works towards full product launch, its employees are focused on executing its strategy in a variety of ways, which results in responsibilities that cross functions.

Rest of the answer

Bakkt has not implemented the processes and controls to track employee time by function and therefore doing so would likely require us to make estimates or assumptions that could be arbitrary and result in financial reporting that is not meaningful to investors.

Furthermore, in response to the Staff’s comment, Bakkt has revised the disclosure on pages F-35 and F-36 of the Registration Statement in the section entitled “Summary of Significant Accounting Policies” in Note 2 to

Bakkt’s consolidated financial statements to include a description of the nature of costs included in compensation and benefits, professional services, technology and communication, selling, general and administrative, and acquisition-related expenses.

In response to the Staff’s comment, the Company has revised the disclosure on page 279 of the Registration Statement in the section entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Bakkt” (specifically, the “Compensation and Benefits” subsection) to clarify that all people costs are included in compensation and benefits, except for the non-cash unit-based compensation included in acquisition-related expenses resulting from the B2S acquisition. Further, Bakkt’s disclosure has been revised to indicate the portion of the compensation and benefits expense fluctuation attributable to unit-based compensation, and that Bakkt intends to continue to hire new personnel as needed and grant equity awards as part of the compensation package for new employees.

Bakkt Holdings, LLC

4. Acquisitions, page F-47

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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.

Rest of the question

Fair Value Measurements, page F-58

The Company respectfully advises the Staff that for both the acquisition of Bakkt Clearing, LLC (“Bakkt Clearing”) and Digital Asset

Custody Company, LLC (“DACC”), Bakkt applied the guidance in ASC 805-10-25-1 and

55-3A through 55-9 to determine whether the acquired sets meet the definition of a business, and thus should be accounted for as a business combination rather than an asset acquisition.

Rest of the answer

Bakkt first evaluated the “practical screen” in ASC 805-10-55 5 through 55-5C to determine if substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable asset or a group of similar identifiable assets, which would mean that the acquired set is not a business. For both acquisitions, Bakkt determined that substantially all of the fair value of the gross assets acquired is not concentrated in a single identifiable asset or group of similar identifiable assets (see explanation below). Therefore, Bakkt evaluated whether the acquired assets meet the definition of a business in ASC 805-10-55-4 (i.e., it has inputs, a substantive process or workforce, and outputs). Bakkt’s analysis for each acquisition is below.

Bakkt Clearing

Bakkt acquired all of the membership interests of Bakkt Clearing. The primary assets acquired include Bakkt Clearing’s Futures Commission

Merchant (“FCM”) registration, memberships with the NFA and FICC, exchange and clearing memberships with ICE Futures U.S.(“IFUS”), ICE Clear Europe (“ICEU”) and ICE Clear U.S. (“ICUS”), various software licenses and hardware associated with a software system, prepaid expenses, and licensed intellectual property. Based on the valuation performed, the net identifiable assets acquired represent 56% of the purchase price. The remaining 44% of the purchase price represents goodwill. In accordance with ASC 805-10-55-5A, for purposes of evaluating the practical screen, the gross assets acquired should include any consideration transferred in excess of the fair value of net identifiable assets acquired (i.e., goodwill). Because the identifiable assets acquired represent 56% of the purchase price, none of the identifiable assets on their own (or combined) make up substantially all of the fair value of the gross assets acquired in the transaction. As such, the practical screen in ASC 805 is not met, and Bakkt considered whether the acquired set includes inputs, processes, and outputs, such that it meets the definition of a business in ASC 805-10-55-4.

Bakkt analyzed each of the criteria in ASC

805-10-55-4 as follows:

Inputs: Bakkt acquired many material inputs through its purchase of Bakkt Clearing. Purchased assets include, among other items, personal property leases and transferred information technology assets.

Key third-party support contracts were also assigned to Bakkt as part of the acquisition. Further, Bakkt acquired Bakkt Clearing’s FCM registration, memberships with IFUS, ICEU and ICUS, which are necessary inputs to operate as a futures commission merchant.

Processes: As part of the acquisition, Bakkt acquired 23 Bakkt Clearing employees, which is a key workforce capable of operating a FCM in the capacity desired by Bakkt. The transferred employees have roles primarily related to operations, technology, risk management, compliance, sales, product development, and administration. These employees represent the workforce that has the necessary skills capable of being applied to inputs in order to generate outputs.

Outputs: Using the inputs and outputs noted above, Bakkt will continue to operate as a registered FCM.

Based on this analysis, Bakkt concluded that the acquired Bakkt Clearing set meets the definition of a business, and therefore should be accounted for as a business combination under ASC 805.

DACC

Bakkt acquired all of the shares of common and preferred stock of DACC. The primary assets of DACC included DACC’s developed technology related to digital asset custody and material contracts. Based on the valuation performed, the net identifiable intangible assets acquired represent approximately 18.8% of the purchase price. Excluding working capital, the remaining 85% of the purchase price represents goodwill. Because the identifiable assets acquired represent less than 20% of the purchase price, none of the identifiable assets on their own (or combined) make up substantially all of the fair value of the gross assets acquired in the acquisition. As such, the practical screen in ASC 805 is not met, and Bakkt considered whether the acquired set includes inputs, processes, and outputs, such that it meets the definition of a business in ASC 805-10-55-4.

analyzed each of the criteria in ASC 805-10-55-4 as follows:

Inputs: Bakkt acquired many material inputs through its purchase of DACC. Purchased assets include, among other items, personal property leases and transferred information technology assets. Key third-party support contracts and existing customer contracts were also assigned to Bakkt as part of the acquisition.

Processes: As part of the acquisition, Bakkt acquired 11 DACC employees, which is a key workforce capable of operating digital asset custody technology in the capacity desired by Bakkt. The transferred employees have roles primarily related to operations, technology, information security, product development, and sales. These employees represent the

Outputs: Using the inputs and outputs noted above, Bakkt will be able to enhance its wallet architecture, key security, physical protections, cybersecurity programs, and operational controls, each of which represent an output.

Based on this analysis, Bakkt concluded that the acquired DACC set meets the definition of a business, and therefore should be accounted for as a business combination under ASC 805.

Qualitative description of the factors that make up goodwill

In response to the Staff’s comment, Bakkt has added the following disclosure in the section entitled “Acquisitions” in Note 4 to Bakkt’s consolidated financial statements beginning on page F-40 of the Registration Statement to comply with the requirements of ASC 805-30-50-1(a) for Bakkt Clearing and DACC:

Bakkt Clearing: The goodwill related to the acquisition represents the value paid for (1) the expertise and experience of employees required in the daily operations of an FCM, including financial expertise required for CFTC capital reporting and technical expertise related to operating a clearing system, and (2) business connections of long-tenured senior employees retained through the acquisition.

DACC: The goodwill related to the acquisition represents the value paid for the expertise of employees in digital assets and custody, blockchain technology and related cybersecurity issues.

13. Fair Value Measurements, page F-58

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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.

Rest of the question

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.

respectfully advises the Staff that Bakkt is required to maintain deposits with its clearinghouse affiliate on an ongoing basis. These deposits may consist of cash or U.S. government securities. Bakkt deposits with clearinghouse affiliate are presented as noncurrent assets due to the ongoing requirement to maintain such deposits.

Rest of the answer

When Bakkt becomes aware that its required deposits will be returned under the clearinghouse rules within a year from the balance sheet date, Bakkt reclassifies such amounts as current.

Bitcoin that Bakkt holds in a custodial capacity on behalf of its customers are not included in Bakkt’s consolidated balance sheets; Bakkt records such assets off-balance sheet because it does not have legal ownership. As of December 31, 2020 and December 31, 2019, Bakkt did not have any material investments in digital assets.

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You present operating expense by nature and function. Please consider presenting the expense items on a consistent format.

The Company respectfully advises the Staff that to determine the appropriate presentation of operating expenses, Bakkt’s B2S subsidiary applied the guidance in Rule 5-03 of Regulation S-X. B2S’s presentation of operating expense by nature and function reflected the start-up nature of B2S’s business. As a start-up company, B2S did not operate its business in manner that allowed for costs to be distinguished between their nature and function.

Rest of the answer

As B2S worked to build out its loyalty rewards program, its employees were focused on executing its strategy in a variety of ways, which resulted in responsibilities that cross functions. B2S did not implement the processes and controls to track employee time by function and doing so would have likely required them to make estimates or assumptions that could be arbitrary and result in financial reporting that was not meaningful to investors.

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You disclose that professional services revenue primarily consists of fees for software development services associated with implementation and customization of the B2S’s cloudbased software platform and revenues are recognized over the longer of the estimated customer relationship period. Please clarify whether these services represent distinct performance obligations.

Rest of the question

Tell us how you considered the guidance in ASC 60610-25-21 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.

The Company respectfully advises the Staff that Bakkt’s B2S subsidiary considered the guidance in ASC 606-10-25-14 through 25-22 to identify the distinct performance obligations in its contracts with customers. The first step in identifying performance obligations is to identify all of the promised goods and services (both implicit and explicit) in B2S’s contracts with customers. If an activity does not represent a promised good or service in the contract, then further evaluation is not performed because the activity cannot represent a performance obligation.

Rest of the answer

The Company respectfully advises the Staff that Bakkt management has concluded that implementation and customization activities (referred to as implementation and development activities herein and in the 2020 audited financial statements) do not represent a promised service in B2S’s contracts for the following reasons:

The implementation and development services are performed to B2S’s hosted platform, and therefore behind

B2S’s firewall. The customer cannot access B2S’s hosted platform until the implementation services are complete.

The only benefit provided by the implementation services is the ability for the customer to use the hosted platform as intended (i.e., as a branded platform).

B2S does not sell its white-label platform without implementation services.

Only B2S can perform the implementation services because it involves customizing the user interface of the platform to be customer-branded. A third party cannot perform the implementation services.

Although the implementation services involve customizing the user interface, these tasks represent activities that are necessary solely for the customer to access and begin to use the hosted platform.

The hosted platform is a multi-tenant environment and the implementation and development services are merely provided so that the customer has access to whatever version of the software B2S hosts in its multi-tenant environment.

Because implementation does not represent a promised service, B2S did not evaluate the guidance in ASC 606-10-25-21 to determine whether implementation is a distinct performance obligation. Implementation fees create a material right because the customer has the option to renew the contract without paying another implementation service fee, which effectively provides the customer with a discount during the renewal periods. As such, recognition of the implementation service fee should extend beyond the initial contract term.

In response to the Staff’s comment, Bakkt has revised the disclosure on pages F-33, F-34 and F-35 in the “Summary of Significant Accounting Policies – Revenue Recognition” section in Note 2 of Bakkt’s 2020 audited financial statements included in the Registration Statement to clarify that its contracts consist of two performance obligations: (1) access to the Company’s SaaS-based redemption platform and customer support services and (2) facilitation of order fulfillment services.

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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.

Rest of the question

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).

The Company respectfully advises the Staff that in all but one of Bakkt’s subsidiaries’ contracts, the customer does not have the contractual right to take possession of the software during the hosting period, and therefore Bakkt has concluded that these contracts do not contain licenses of software. However, Bakkt has one arrangement in which the software was downloaded onto the customer’s servers and Bakkt granted the customer a perpetual license to use the software.

Rest of the answer

Because the customer has possession of the software, Bakkt accounts for that arrangement as a software license, rather than a hosting arrangement. This arrangement containing the perpetual license and related support services was entered into in 2016 (i.e., the perpetual license was granted in 2016) and the initial term for support services expired on December 31, 2018, prior to B2S’s adoption of ASC 606. The contract for support services was subsequently renewed and continues to be in effect as of today; however, the renewal options in the original contract were not deemed to be an option that granted a material right. Further, because the original contract included the grant of a perpetual license, the renewal contracts do not include a new license grant. Rather, these contracts consist only of the ongoing support services (see additional information below). Because the perpetual license was granted in a contract that expired prior to the adoption of ASC 606 and Bakkt/B2S do not have any other arrangements that include a software license, which is why discussion of perpetual licenses is not included in the revenue recognition policy of B2S’s 2019 audited financial statements or Bakkt’s 2020 audited financial statements included in the Registration Statement.

In addition to the perpetual license granted to the customer, Bakkt provides ongoing support services, which are accounted for as a distinct performance obligation from the perpetual license. The ongoing support services represent a stand-ready obligation that is satisfied over time and meets the criteria in ASC 606-10-25-15 to be accounted for as a series of distinct services. As noted above, the original contract expired prior to the adoption of ASC 606. The renewal contracts (which were not deemed to be options granting a material right) that are currently in effect consist of a single performance obligation to provide the ongoing support services. Revenue for the ongoing support services is recognized over time.

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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).

In response to the Staff’s comment, Bakkt has revised the disclosure in the “Deferred Revenue” section of Bakkt’s Summary of Significant Accounting Policies in Note 2 of Bakkt’s 2020 audited financial statements on page F-35 of the Registration Statement. Read in the reply ↗

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).

respectfully advises the Staff that in Bakkt’s (or its subsidiaries) contracts with customers, when an end user redeems its loyalty points, multiple parties are involved in providing the goods or services to the end user. Because multiple parties are involved in providing the good or service to the end user, Bakkt’s evaluate the guidance in ASC 606-10-55-36 through 55-40 to determine whether Bakkt’s B2S subsidiary is acting as the principal or the agent. Bakkt (or its B2S subsidiary) is entitled to the transaction fee when a point holder redeems its points for a good or service.

Rest of the answer

The good or service is provided by a third-party supplier, not Bakkt (or B2S). Bakkt has determined that Bakkt (or its subsidiary) does not control the good or service prior to the good or service being provided to the point holder, for following reasons:

The third-party supplier, not B2S, is legally obligated to provide the specified good or service to the point holder upon redemption of his or her loyalty points.

When a point holder redeems his or her loyalty points, the point holder is not aware that B2S is the party placing the order with the supplier for the goods or services. Because the platform is white-labeled – that is, branded to B2S’s customer (e.g., the loyalty partner), point holders are not aware that they are transacting with B2S’s platform. As such, the point holder does not realize that B2S is involved in the process of placing the orders to acquire the good or service on the point holder’s behalf. Therefore, the point holder does not view B2S as being primarily responsible to fulfill his or her order.

If the point holder has an issue with the good or service, the point holder would either reach out to the supplier directly or reach out to the loyalty partner that the point holder earned the loyalty points through to resolve the issue. The point holder would not reach out to B2S for any issues.

B2S does not take physical possession of the good before it is delivered to the point holder. Although B2S takes title to, and risk of loss for, the good from the supplier, B2S immediately transfers title to, and risk of loss for, the product to the point holder. For services, B2S is not the party responsible to provide the service.

B2S is not responsible for accepting returns of goods from the point holder.

B2S does not set the price that the point holder will pay (i.e., the number of points to be redeemed) for the good or service. The price of the good or service is set by the supplier, and the loyalty partner is responsible for determining the number of points that are required to be redeemed.

Once an order is placed, B2S cannot redirect the good or service to another customer.

Based on this analysis Bakkt management has determined that, the third-party supplier, not B2S, controls the good or service being provided to the end user. The Company respectfully advises the Staff that, as discussed in ASC 606-10-25-18(f), B2S’s performance obligation is not to provide the good or service to the customer, but rather to arrange for the provision of the good or service (i.e., B2S acts as an agent).

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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.

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

Rest of the answer

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.

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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.

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.

Rest of the answer

The 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 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.”

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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.

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

Rest of the answer

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

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.

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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".

Rest of the question

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.

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.

Rest of the answer

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.

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 limit. The Exchange Right is explicit in that it is a 1 for 1 conversion and each equityholder of Bakkt Opco owns a known number of shares.

No required cash payment (with the exception of penalty payments) if entity fails to timely file.

This does not exist with the Exchange Right; it is entirely optional as to Bakkt Pubco and not within the Bakkt Equity Holder’s control.

No cash-settled top-off or make-whole provisions. This does not exist with the Exchange Right.

Based on this assessment, the Company has determined that Bakkt Pubco will be in control of all redemption rights, controls the choice of cash or share settlement, and meets the requirements of ASC

815-40-25-10. Therefore, in accordance with the guidance cited above, the NCI shares are not required to be classified outside of permanent equity.

Read in the reply ↗

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. 338350.

The Company respectfully advises the Staff that the Company has updated its disclosure to include information regarding the

Bakkt’s partners on page 283 of the Amended Registration Statement in the section “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Bakkt—Key factors affecting our performance.”

However, the Company also respectfully advises the Staff that while the Company and Bakkt’s management view Bakkt’s partnerships as a key factor affecting Bakkt’s performance, it does not view the number of Bakkt’s partners as a key operating metric.

Rest of the answer

Rather, the Company has included this information in its Amended Registration Statement to give an indication to investors of the importance of Bakkt’s network of partners to the development of its user base and the potential of the Bakkt Pubco business model to generate transactions across its platform over time. The Company further advises the Staff that Bakkt management uses traditional measures reflected in the GAAP statement of operations to analyze and manage the business, including GAAP revenues, operating costs, operating loss, cash flows and EBITDA, among others.

Bakkt is in the process of determining the performance metrics it may use to evaluate the business of Bakkt Pubco in the future. Such metrics may include, but are not limited to, number of users, cost of revenue, transaction volumes and activity, as well as the number of customers utilizing its custodial solution and financial metrics.

The Company respectfully advises the Staff that currently the Company’s management does not utilize any supplemental metrics for B2S Holdings, Inc. to help evaluate the Company’s performance. Subsequent to the combination of the operating companies of B2S Holdings, Inc. (such operating companies, collectively,

“B2S”) with Bakkt’s operations in February 2020, Bakkt’s business was focused on completing the integration of the operations of B2S into Bakkt’s single operating business with commonality across products and operating infrastructure.

Read in the reply ↗

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.

Rest of the question

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.

In response to the Staff’s comment, the Company has supplemented the Management’s Discussion and Analysis discussion on page 293 of the Amended Registration Statement based on the pro forma financial information giving effect to the acquisition by Bakkt of Bridge2 Solutions as if the companies were combined as of January 1, 2019.

Rest of the answer

The discussion includes the pro forma revenue, contra-revenue and net loss.

The Company respectfully advises the Staff that the difference between

Bridge2 Solutions’ revenue of $30,774,000 and Bakkt’s reported revenue of $28,495,000 is due to Bakkt’s contra-revenues exceeding the amount of legacy Bakkt gross revenue recognized for the year ended December 31, 2020.

Bakkt’s contra-revenues are disclosed on page 294 in the Amended Registration Statement and are comprised of rebates, liquidity payments, exchange and clearing expenses and Class B warrant asset amortization. Below is a 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 $28,495 for the year ended December 31, 2020:

Bridge2 Solutions revenue

$

30,774

Legacy Bakkt gross revenue

2,198

Bakkt contra-revenues

(4,477

Read in the reply ↗

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.

Rest of the question

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

The Company supplementally advises the Staff that as a non-reporting target providing financial statement disclosures under Item 17 of Form S-4, Bakkt is relying on the guidance provided in Section 2200.2 of the Division of Corporation Finance’s Financial Reporting Manual. Bakkt determined that it meets the criteria to qualify as a smaller reporting company (“SRC”) under Item 10(f) of Regulation S-K because its annual revenue is less than $100 million. As an SRC, Bakkt prepares its financial statements using Article 8 of Regulation S-X, which provides relief from the application of Rule 5-03.

Rest of the answer

Bakkt’s management will reassess its SRC status at the end of the second quarter 2021 (the next annual determination date) and, based on the outcome of such assessment, may be required to comply with Rule 5-03 in future filings.

However, in the event that Bakkt loses its SRC status, it will be required to apply non-scaled disclosure, including the application of Rule 5-03, which would occur no earlier than the first quarter of 2022. Furthermore, at this stage in its operations, Bakkt has limited costs of revenues as substantially all of Bakkt’s compensation costs are related to marketing and research and development that would be categorized primarily as selling, general and administrative expenses under the caption required by Rule 5-03. Therefore, the Company believes that separately reporting compensation and benefits expense provides investors with more granularity to assess Bakkt’s results. Therefore, the Company believes the information currently provided to investors and readers of Bakkt’s financial statements is an acceptable and useful presentation of

Bakkt’s operating expenses as it provides the reader with disaggregated captions of expenses captured within Bakkt’s statement of operations and additional details regarding Bakkt’s expenses provided in its footnotes. The Company supplementally advises the Staff that this presentation also is consistent with the presentation of information used by Bakkt’s chief operating decision maker, management and Board of Directors.

The Company further advises the Staff that B2S Holdings also qualifies as an SRC under Item 10(f) of Regulation S-K because its annual revenue for the most recently completed fiscal year for which audited financial statements are available is less than $100 million. As an SRC, B2S Holdings’ financial statements were prepared using Article 8 of Regulation

S-X, which provides relief from applying Rule 5-03. Therefore, the above analysis also applies to B2S Holdings’ financial statements as of and for the years ended

December 31, 2019 and 2018, which are included in the Amended Registration Statement pursuant to Rule 3-05.

Bakkt Holdings, LLC

13. Fair Value Measurements, page

Read in the reply ↗

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.

The Company advises the Staff that bitcoin held by Bakkt in a custodial capacity on behalf of its customers is specifically held by Bakkt Trust Company LLC (“Bakkt Trust”), a wholly-owned subsidiary of Bakkt that is a limited purpose trust company registered with the New York Department of Financial Services (“NYDFS”). As further detailed below, Bakkt Trust does not have legal and accounting control of this bitcoin.

Rest of the answer

Therefore such assets are not recognized on Bakkt’s consolidated balance sheets.

From a legal perspective, Bakkt and its legal counsel considered direct and indirect case law, the Uniform Commercial Code in effect in the State of New York (“NYUCC”), the terms of the Digital Currency Warehouse Agreements between Bakkt Trust and its customers, and the capacity in which Bakkt Trust acts under those agreements, to conclude that legal ownership of the bitcoin lies with the customer and not with Bakkt Trust. Bakkt’s legal analysis further concluded that the customer bitcoin should not be subject to claims of general creditors of Bakkt Trust. Specifically, the terms of the Digital Currency Warehouse Agreement between Bakkt Trust and its customers provides that Bakkt Trust is acting as a securities intermediary under the NYUCC and as a bailee with respect to the deposited bitcoin. That agreement also provides that

Bakkt Trust has right of possession only, not title or ownership, with a duty to treat the bitcoin as property of the customer. Viewed as securities accounts subject to the NYUCC or a bailment relationship, these accounts, and bitcoin held therein, would not legally be considered assets of Bakkt Trust. Further, under the New York Banking Law (“NYBL”), which is applicable to Bakkt Trust, Bakkt Trust cannot lend or rehypothecate the bitcoin it holds in custody, and the bitcoin in these accounts would not be part of Bakkt Trust’s insolvency estate or made available to general creditors in the event of Bakkt Trust’s insolvency under the NYBL.

The Company advises the Staff that, from an accounting perspective, Bakkt acknowledges that there are no authoritative generally accepted accounting principles in the United States (“US GAAP”) on control of customer digital assets. Therefore, Bakkt considered by analogy the definition of an asset in FASB Statements of Financial Accounting

Concepts No. 6, Elements of Financial Statements, the concept of control in ASC 606-10-25-25, and factors included in nonauthoritative guidance in the AICPA’s Digital Assets Working Group Accounting for and Auditing of Digital Assets Practice Aid (“AICPA Guide”), specifically Q&A 10. Based on this analysis, Bakkt concluded that the customer bitcoin is not an asset of Bakkt. Bakkt does not have control of the customer bitcoin, and therefore the customer bitcoin is not recognized in Bakkt’s consolidated balance sheets. Factors that support this conclusion include the following, which are based on specific provisions in the Agreement with the customers:

The customer bitcoin does not hold a future economic benefit to Bakkt Trust based on past transactions or events, as Bakkt has no right to transact with the bitcoin and Bakkt does not receive any future economic benefit from those assets (i.e., asset appreciation).

Legal ownership does not pass to Bakkt Trust when a customer deposits digital assets through Bakkt Trust’s services. Rather, title, interest and ownership remain with the customer.

Bakkt Trust may not use the customer bitcoin in any circumstance (i.e. provide services, settle expenses, sell, exchange, or pledge, etc.)

Bakkt Trust cannot direct the use of the customer bitcoin as any and all transactions require customer authorization.

Customers may withdraw its bitcoin from Bakkt Trust’s services through an external transfer at any time and for any reason. While the Company may enforce a delay in the withdrawal, these limits are solely for preventing fraud and are for the customer’s protection and benefit and can be resolved through additional verification procedures.

Bakkt Trust cannot prevent its customers from directing the use of or obtaining substantially all the remaining benefits of the bitcoin.

With respect to the consideration in ASC 606-10-55-36 and 36A, the Company concluded that Bakkt Trust is: (1) the principal in providing standalone custodial services to institutional customers and select individual customers in exchange for consideration, and (2) the agent in trading bitcoin futures and options contracts on behalf of its customers.

Read in the reply ↗

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.

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. Read in the reply ↗

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.

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.

Rest of the answer

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.

Read in the reply ↗

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.

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.

Rest of the answer

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.

Read in the reply ↗

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.

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. Read in the reply ↗

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

The Company acknowledges the Staff’s comment. Read in the reply ↗

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".

Rest of the question

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. General

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.

Rest of the answer

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.

Read in the reply ↗

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.

Rest of the question

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

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).

Rest of the answer

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

Read in the reply ↗

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.

Rest of the question

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.

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.

Rest of the answer

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, without penalty, a contract has legally enforceable rights and obligations only for performance completed to date when taking into account the guidance in ASC 606-10-25-3 (as identified below). This is also consistent with the conclusions reached by the FASB Transition Research Group as documented in Memo No. 10, Contract enforceability and termination clauses.

…An entity shall apply the guidance in this Topic to the duration of the contract (that is, the contractual period) in which the parties to the contract have present enforceable rights and obligations...

Further, the contract is not wholly unperformed under ASC 606-10-25-4 (as identified below) once services begin:

For the purpose of applying the guidance in this Topic, a contract does not exist if each party to the contract has the unilateral enforceable right to terminate a wholly unperformed contract without compensating the other party (or parties). A contract is wholly unperformed if both of the following criteria are met: ASU 2014-09, paragraph 5 a. The entity has not yet transferred any promised goods or services to the customer. ASU 2014-09, paragraph 5 b. The entity has not yet received, and is not yet entitled to receive, any consideration in exchange for promised goods or services

Consequently, as it may take Bakkt’s customer a small amount of time to logistically remove bitcoin from its custody prior to giving notice, Bakkt treats its contracts as lasting one day.

Material Right Evaluation

Because Bakkt determined its accounting contract term to be one day, Bakkt ostensibly provides for 364 one-day renewal periods at the same price charged as the first day of the contract. In evaluating whether this represents a material right according to ASC 606-10-55-42, Bakkt considered the fact that there is no incremental discount to the customer within the contract directly. More significantly, however, Bakkt does not provide a discount relative to its other customers as it prices its custodial services consistently across its institutional customers. This puts Bakkt in line with the guidance on ASC 606-10 -55-42, which states in part (emphasis added):

…If, in a contract, an entity grants a customer the option to acquire additional goods or services, that option gives rise to a performance obligation in the contract only if the option provides a material right to the customer that it would not receive without entering into that contract (for example, a discount that is incremental to the range of discounts typically given for those goods or services to that class of customer in that geographical area or market)…

Accordingly, Bakkt does not believe a material right exists as a result of the accounting conclusion that a contract is one day.

Disclosure requirements of ASC 606-10-50-12

ASC 606-10-50-12 provides as follows:

An entity shall disclose information about its performance obligations in contracts with customers, including a description of all of the following: ASU 2014-09, paragraph 5 a. When the entity typically satisfies its performance obligations (for example, upon shipment, upon delivery, as services are rendered, or upon completion of service) including when performance obligations are satisfied in a bill-and-hold arrangement ASU 2014-09, paragraph 5

As Bakkt’s performance obligation for its warehouse agreements represents a stand-ready obligation to provide its custodial services over time when requested by customers, the Company has disclosed on page 305 and in Note 2 – Summary of Significant Accounting Policies of

Bakkt’s Consolidated Financial Statements on page F-60 of the Amended Registration Statement that the revenue is recognized over time as the services are performed in an equal amount each day.

b. The significant payment terms (for example, when payment typically is due, whether the contract has a significant financing component, whether the consideration amount is variable, and whether the estimate of variable consideration is typically constrained in accordance with paragraphs 606-10-32-11 through 32-13) ASU

2014-09, paragraph 5

With respect to ASC 606-10-50-12 (a) and (b), above, distinct from the accounting contract term of one day, Bakkt bills for its custody services based upon a fixed amount one quarter in arrears. Bakkt does not intend to provide its customers with financing; rather this invoicing timeline is a commercial term to ensure that customers maintain bitcoin in custody for the full period, and Bakkt then invoices them for that quarterly period. As a result, Bakkt may have an immaterial contract asset if the quarterly billing period crosses a financial reporting quarter or year-end. Overall, Bakkt always has a legally enforceable right to bill for the services performed in the prior quarter consistent with the requirement described in paragraph 55-12:

…in assessing whether it has a right to payment for performance completed to date, an entity should consider whether it would have an enforceable right to demand or retain payment for performance completed to date if the contract were to be terminated before completion for reasons other than the entity’s failure to perform as promised…

The Company has disclosed these terms on page 305 and in Note 2 – Summary of Significant Accounting Policies of

Bakkt’s Consolidated Financial Statements on page F-60 of the Amended Registration Statement.

c. The nature of the goods or services that the entity has promised to transfer, highlighting any performance obligations to arrange for another party to transfer goods or services (that is, if the entity is acting as an agent) ASU 2014-09, paragraph 5

With respect to ASC

606-10-50-12 (c), Bakkt’s performance obligation represents a series of time increments and a stand-ready obligation to provide custody services for digital assets when requested. Bakkt charges the customer a fixed monthly fee to custody assets when and if transferred to Bakkt from institutional customers and certain high net worth individuals. There is no maximum amount of bitcoin that customers can custody, in part because the custodial services are digital in nature which allows for substantial storage ability.

The Company has disclosed these terms on page 305 and in Note 2 – Summary of

Significant Accounting Policies of Bakkt’s Consolidated Financial Statements on page F-60 of the Amended Registration Statement.

d. Obligations for returns, refunds, and other similar obligations ASU 2014-09, paragraph

606-10-50-12 (d), Bakkt does not have obligations for refund because it provides a service over time. Bakkt does not have a service level agreement or other obligation that could be construed to be a refund obligation.

e. Types of warranties and related obligations. ASU 2014-09, paragraph 5

With respect to ASC 606 606-10-50-12 (e), Bakkt does not have warranties as part of its custody services contract and as such there is no warranty or related obligation to disclose.

As such, the Company describes below how Bakkt evaluated these disclosure requirements.

Disclosure requirements of ASC 606-10-50-1(b)

The disclosure requirements of ASC 606-10-50-1(b) specifically reference to paragraphs 606-10-50-17 through 606-10-50-21, as provided below:

50-17

An entity shall disclose the judgments, and changes in the judgments, made in applying the guidance in this Topic that significantly affect the determination of the amount and timing of revenue from contracts with customers. In particular, an entity shall explain the judgments, and changes in the judgments, used in determining both of the following: ASU 2014-09, paragraph 5 a. The timing of satisfaction of performance obligations (see paragraphs 606-10-50-18 through 50-19) ASU b. The transaction price and the amounts allocated to performance obligations (see paragraph 606-10-50-20). ASU 2014-09, paragraph 5

50-18

For performance obligations that an entity satisfies over time, an entity shall disclose both of the following: ASU 2014-09, paragraph 5 a. The methods used to recognize revenue (for example, a description of the output methods or input methods used and how those methods are applied) ASU 2014-09, paragraph 5

The Company has disclosed on page 305 and in Note 2 – Summary of Significant

Accounting Policies of Bakkt’s Consolidated Financial Statements on page F-60 of the Amended Registration Statement that Bakkt’s method for recognition is over time based upon number of days.

b. An explanation of why the methods used provide a faithful depiction of the transfer of goods or services. ASU 2014-09, paragraph 5

The Company has disclosed on page 305 and in Note 2 – Summary of

Significant Accounting Policies of Bakkt’s Consolidated Financial Statements on page F-60 of the Amended Registration Statement that Bakkt transfers the services each day through the contract and its renewal periods.

50-19

For performance obligations satisfied at a point in time, an entity shall disclose the significant judgments made in evaluating when a customer obtains control of promised goods or services. ASU 2014-09, paragraph 5

As Bakkt’s performance obligations are not satisfied at a point in time, this paragraph is not applicable.

50-20

An entity shall disclose information about the methods, inputs, and assumptions used for all of the following: ASU 2014-09, paragraph 5 a. Determining the transaction price, which includes, but is not limited to, estimating variable consideration, adjusting the consideration for the effects of the time value of money, and measuring noncash consideration ASU 2014-09, paragraph 5

Bakkt’s transaction price is generally a fixed annual fee and is disclosed on page 305 and in Note 2 – Summary of Significant

Accounting Policies of Bakkt’s Consolidated Financial Statements on page F-60 of the Amended Registration Statement.

b. Assessing whether an estimate of variable consideration is constrained ASU 2014-09,

Bakkt has the right to charge certain fees upon withdrawal of bitcoin from custody. However, because Bakkt’s contracts are day-to-day, the stated withdrawal fee represents future pricing and Bakkt prices its withdrawal fees consistent amongst its institutional customers such that a material right does not exist. Thus, while this fee is transactional in nature, it is recognized in the period (day) in which the transaction (withdrawal) occurs in accordance with ASC 606-10-32-40.

c. Allocating the transaction price, including estimating standalone selling prices of promised goods or services and allocating discounts and variable consideration to a specific part of the contract (if applicable) ASU 2014-09, paragraph 5

Bakkt’s performance obligation is a stand-ready obligation to provide for a series of activities as requested by the customer in an equal amount each time period, Bakkt recognizes revenue equally each day, as disclosed on page 305 and in Note 2 – Summary of Significant Accounting Policies of Bakkt’s Consolidated Financial Statements on page F-60 of the Amended Registration Statement.

d. Measuring obligations for returns, refunds, and other similar obligations. ASU 2014-09, paragraph 5

Bakkt does not have such obligations and accordingly, no such obligations are disclosed in the Amended Registration Statement.

50-21

An entity except for a public business entity, a not-for-profit entity that has issued, or is a conduit bond obligor for, securities that are traded, listed, or quoted on an exchange or an over-the-counter market, or an employee benefit plan that files or furnishes financial statements with or to the SEC, may elect not to provide any or all of the following disclosures…

As Bakkt will be publicly traded upon closing of the transaction, Bakkt has not taken the practical expedients described in paragraph 50-21.

Read in the reply ↗

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.

As described in the Explanatory Note, above, Bakkt’s custody service has two customer bases: (i) customers trading the PDF

Contracts; and (ii) customers who do not trade the PDF Contracts, but nevertheless desire secure, standalone custody of their bitcoin. With respect to the second category, these customers are primarily institutions, though some high net worth individuals also are customers of this service.

Rest of the answer

Bakkt generally markets this service as “institutional custody” because it believes that its custody is institutional-grade, especially with respect to its security features and regulatory status. As explained in the Explanatory Note above, Bakkt’s custody service also supports bitcoin-related aspects of the app.

Bakkt’s custody solution does not provide services directly to “non-institutional” consumers and enterprises (i.e., retailers, merchants, and financial institutions). Rather, as described in the Explanatory

Note and on page 269 of the Amended Registration Statement, Bakkt’s custody operation supports Bakkt’s offerings to consumers and enterprises. In this way, the custody service allows consumers to buy and sell bitcoin, store bitcoin securely, and to convert it into other supported digital assets, including loyalty and reward points of participating enterprises. As noted in the Explanatory Note above, consumers cannot deposit bitcoin from an external wallet or trade with any third party, and instead trade with Bakkt’s “house” account. We have revised disclosure of the revenue recognition policy related to trading and clearing and to custody in the

Amended Registration Statement on pages 304 and 305 and in Note 2 – Summary of Significant Accounting Policies of Bakkt’s Consolidated Financial Statements on pages F-59 and F-60 of the Amended Registration Statement to clarify the customers involved in these services.

Read in the reply ↗

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 cash transfer between the involved parties.

Rest of the question

• 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:o Section 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.” o Section 7 Cryptocurrency Holdings, which states in part, “Following your purchase of Cryptocurrency from Bakkt, all rights in the Cryptocurrency pass to you from Bakkt,…” o Section 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.” o Section 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.”

Please refer to the Explanatory Note above for more information. Trading and clearing services for the PDF Contracts are provided directly to

PDF Contracts customers by IFUS and ICUS in accordance with the Triparty Agreement.

The “cryptocurrency buy and sell” activity is conducted within the app and is not associated with the trading and clearing services provided by IFUS and ICUS in connection with PDF Contracts.

Rest of the answer

As described in the response to Comment 1 above, this activity is currently immaterial, and, considering the complexity of this activity, the Company plans to engage with the Staff to pre-clear its accounting policy with the SEC prior to such revenue reaching a level of materiality.

Pursuant to the Triparty Agreement, IFUS, ICUS and Bakkt Trust have agreed to provide the three primary functions needed to supply PDF

Contracts to customers – trade execution (by IFUS), clearing (by ICUS), and custody (by Bakkt Trust). Through the Triparty Agreement, IFUS and ICUS agreed to make their trading and clearing services available to PDF Contracts customers so that, collectively, the parties could offer PDF Contracts in an end-to-end regulated environment. IFUS and ICUS perform these services as agreed upon with Bakkt Trust (and in consideration of their regulatory obligations as a DCM and DCO, respectively, under the Commodities Exchange Act, as further described in the response to Comment 6 below).

Bakkt Trust concluded that it is an agent with respect to the trading and clearing services and a principal with respect to the custody service pursuant to ASC 606. Specifically, with respect to the trading and clearing services, Bakkt Trust evaluated whether it controls the trading and clearing services pursuant to ASC

606-10-55-37A.b, which states that an entity that is a principal obtains control of “[a] right to a service to be performed by the other party, which gives the entity the ability to direct that party to provide the service to the customer on the entity’s behalf.” Bakkt Trust has not obtained a right to the services from IFUS or ICUS that it can transfer to the

PDF Contract customers or ability to direct IFUS or ICUS to provide the services to PDF Contract customers. Bakkt Trust has not obtained the right or ability to direct IFUS and ICUS to provide trading and clearing services to PDF Contracts customers, because it does not hold the required regulatory licenses to conduct execution or clearing of PDF Contracts, which regulatory licenses are held by IFUS and ICUS, respectively. Further, Bakkt’s PDF Contract customers enter into agreements separately with each of IFUS, ICUS and Bakkt Trust for trading, clearing and custody related services, respectively, with respect to the PDF Contracts and none of these agreements contain cross-provisions. As described in the Explanatory

Note above and in the following discussion, Bakkt Trust is a party to the Triparty Agreement with IFUS and ICUS, with each party agreeing to provide its services to the PDF Contracts customer. It is not a distribution agreement for Bakkt Trust to sell trading and clearing services directly to customers. As part of the assessment, Bakkt Trust considered the fact that pursuant to the Triparty Agreement, IFUS and ICUS have agreed to not offer trading and clearing services for digital currency contracts for any other custodians. However, Bakkt Trust does not believe that this fact alone would suggest that it controls the trading and clearing services. Therefore, Bakkt concluded it does not control the trading and clearing services provided by IFUS and ICUS.

Even though Bakkt concluded it does not control the trading and clearing services, Bakkt evaluated the indicators in ASC 606-10-55-39 as follows:

Responsibility for fulfilling the promise to provide goods/services

Bakkt Trust is not responsible for fulfilling the trading and clearing services. Under the Triparty Agreement, Bakkt Trust is responsible for proposing new digital cryptocurrency contracts, including the types of cryptocurrency, pricing and product size. The terms of new products are subject to acceptance by IFUS and ICUS with consideration to the expenses, additional risks and overall regulatory requirements.

Notwithstanding these facts, the Triparty Agreement states that the IFUS Services and ICUS Services will be governed by and subject to the rules of IFUS and ICUS. IFUS and ICUS are regulated by the CFTC based on their regulatory status as a designated contract market (“DCM”) and a derivatives clearing organization

(“DCO”), respectively. The Triparty Agreement also requires that Bakkt Trust must provide its services under the supervision of IFUS and ICUS (e.g., Bakkt Trust debits and credits customer warehouse accounts according to instructions it receives from ICUS upon contract maturity). Most importantly, pursuant to the regulations to which IFUS and ICUS are subject to in providing trading and clearing services for futures contracts, customers transacting in PDF Contracts must enter into those contracts directly with IFUS and ICUS for trading and clearing services under their established rules. These factors suggest that IFUS and ICUS, and not Bakkt Trust, are the primarily responsible parties.

Inventory risk

This indicator is not applicable for evaluation, as there is no physical good for which to assume inventory risk. Further, although inventory risk could be present when an entity commits to pay for a service before a customer is identified, this is not the fact pattern under the Triparty Agreement. Additionally, Bakkt Trust is not exposed to counterparty risk or price risk of the bitcoin underlying the PDF Contracts.

Establishing price

The Triparty Agreement states that “The Parties will consult with each other as to such fees and charges, and IFUS and ICUS agree not to implement or change any such fees or changes without the prior written consent of Bakkt.” Bakkt Trust cannot unilaterally change the price of the trading and clearing services. These factors suggest Bakkt is not the primarily responsible party for establishing price.

Based on the evaluation of the indicators above, Bakkt concluded that Bakkt Trust does not control the trading or clearing services provided by IFUS and ICUS. Bakkt Trust is not the party primarily responsible for providing trading and clearing services for PDF Contracts, does not take inventory risk and is not solely responsible for setting the prices. Therefore, Bakkt Trust is considered to be the agent for the trading and clearing services.

The Company has revised its disclosures on pages 304 and 305 and in Note 2 – Summary of Significant Accounting Policies of Bakkt’s Consolidated Financial Statements on pages F-59 and

F-60 of the Amended Registration Statement.

Read in the reply ↗

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.

Rest of the question

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 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.

advises the Staff of the following:

A.

Customers

Bakkt Trust’s customers for trading and clearing are (1) PDF Contracts customers, for whom Bakkt Trust provides custody services, and

(2) IFUS and ICUS, which are related parties. Bakkt Trust introduces prospective PDF Contracts customers to IFUS and ICUS for trading and clearing.

Rest of the answer

Bakkt Trust’s PDF Contracts customers are generally institutions and market makers, and the services Bakkt Trust provides with respect to PDF Contracts do not vary based upon customer type.

B.

Performance Obligations

Bakkt Trust’s performance obligation is to provide custody services to PDF Contracts customers and to introduce prospective PDF Contracts customers to IFUS and ICUS for trade execution and clearing services. The specified services to be provided by IFUS and ICUS 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 DCM, under the Commodities Exchange Act (“CEA”) and cleared by ICUS, acting as a DCO under the CEA, at which point Bakkt Trust recognizes revenue for being the agent for IFUS and ICUS for their trading and clearing services. Bakkt Trust’s performance obligation in operating as an agent is to introduce PDF Contracts customers to IFUS and ICUS for trade execution and clearing services, respectively.

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.

C.

ASC 606-10-50

Customers trading PDF Contracts pay a transaction fee for trade execution and clearing which is collected by ICUS. Per the terms of the Triparty Agreement, IFUS and ICUS pass all trading and clearing transaction fees to Bakkt Trust, net of rebates and liquidity payments. In order to attract customers and increase volumes and market liquidity, IFUS offers rebates and liquidity payments to PDF Contracts customers. Such rebates and liquidity payments reduce the trade execution and clearing fees paid to Bakkt Trust. The rebates and liquidity payments are paid to PDF Contracts customers, none of which are related parties, based on the level of trading activity in a particular month, and therefore Bakkt Trust is able to measure and resolve the rebates/liquidity payments within the same reporting period.

As further explained in response to Comment 7 below, the transaction revenues earned by Bakkt Trust as a result of the Triparty Agreement are shown net of expenses incurred by IFUS and ICUS in providing the trading and clearing services.

The Company has revised its disclosures on pages 304 and 305 and in Note 2 – Summary of Significant Accounting Policies of Bakkt’s Consolidated Financial Statements on pages F-59 and F-60 of the Amended Registration Statement.

Read in the reply ↗

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.

Rest of the question

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.

The Company respectfully advises the Staff that, as described in Comment 6 above, customers trading PDF Contracts pay a transaction fee for trade execution and clearing, which is collected by ICUS. Subsequently, per the terms of the Triparty Agreement, IFUS and ICUS pass all trading and clearing fees, net of the rebates and liquidity payments described below, to Bakkt Trust. In order to attract customers and increase volumes and market liquidity, IFUS offers rebates and liquidity payments to PDF Contracts customers.

Rest of the answer

Such rebates and liquidity payments reduce the trade execution and clearing fees paid to Bakkt Trust. The rebates and liquidity payments are paid to PDF Contracts customers based on the level of trading activity in a particular month.

As noted in the response to Comment 5, Bakkt is considered to be the agent for the trading and clearing services, therefore the expenses incurred by IFUS and ICUS related to their trading and clearing services are recorded net of revenue. The services IFUS and ICUS provides to Bakkt Trust are in accordance with the Triparty Agreement and involve the transfer of services over time. Bakkt Trust recognizes the trading and clearing covered by a related party as an expense (contra-revenue) with a corresponding increase to equity to reflect a capital contribution related to the services as they are performed.

Note 7 – Related Parties to Bakkt’s Consolidated Financial Statements and Unaudited Consolidated Financial Statements regarding transactions with related parties includes a description of the Triparty Agreement and related arrangement between Bakkt Trust, IFUS and ICUS because IFUS and ICUS, as wholly owned subsidiaries of ICE, are considered related parties. Further, the Company has revised its disclosures on pages 304 and 305 and in Note 2 – Summary of Significant Accounting Policies of Bakkt’s

Consolidated Financial Statements on pages F-59 and F-60 of the Amended Registration Statement.

Read in the reply ↗

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

Rest of the question

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.

The Company respectfully advises the Staff that its response to Comment 8 contained in the Staff’s letter dated April 19, 2021 was related to the standalone custody services provided by Bakkt Trust in accordance with the Warehouse Agreement. In contrast, the Supplemental Terms – Cryptocurrency Purchase and Sale Terms of Services to which the Staff refers above are related to the Bakkt app and are not related to standalone custody services. Therefore, such terms were not considered in the off-balance sheet analysis related to custody services, as described in response to Comment 8 above.

Rest of the answer

Please refer to the Explanatory Note above for more information. As noted above, Bakkt’s cryptocurrency activity conducted within the app was launched at the end of March 2021 and is currently immaterial (as described in the response to Comment 1 above). Considering the complexity of the app bitcoin buy/sell activity, Bakkt plans to pre-clear its accounting policy, including the onor off-balance sheet treatment of cryptocurrency purchased by app customers, with the SEC.

As it relates to Bakkt Trust’s standalone custody services, in accordance with the Warehouse Agreement, customers may withdraw their bitcoin from Bakkt Trust at any time and for any reason. Customer bitcoin is commingled in a series of warm and cold wallets to provide security; Bakkt Trust utilizes an accounting warehouse ledger to track ownership and legal segregation of such bitcoin. Bakkt Trust maintains a de minimis amount of bitcoin in custody, which is primarily to cover the cost of transfer fees that must be paid in connection with withdrawals and transfers between Bakkt’s warm and cold wallets due to the structure of the bitcoin blockchain. This bitcoin is commingled with customer bitcoin in the same wallet infrastructure previously described and is tracked via the warehouse accounting ledger for segregation.

Read in the reply ↗

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 cashsettled 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.

Rest of the question

Cite the accounting literature that supports your accounting.

respectfully advises the Staff that Bakkt’s cash-settled bitcoin futures contracts are offered in Singapore pursuant to a Digital Asset Trading, Clearing and Licensing Agreement (the “Singapore Triparty Agreement”) among

Bakkt Holdings, LLC, ICE Futures Singapore Pte. Ltd. (“IFS”) and ICE Clear Singapore Pte. Ltd. (“ICS”).

Similar to the PDF Contracts offered in the US, the cash-settled futures are traded on IFS and cleared on ICS.

Rest of the answer

Unlike the PDF Contracts, however, these futures contracts are settled in cash rather than bitcoin – and because no bitcoin is physically delivered at contract maturity, there is no need for physical custody of bitcoin (hence, Bakkt Trust is not a party). As such,

Bakkt’s role in this offering involves (i) licensing its name and marks to IFS and ICS for purposes of marketing the futures contracts, and (ii) making available to IFS and ICS the market price data of its PDF Contracts, on which the market price of the cash-settled futures contracts is based. In return, IFS and ICS pay Bakkt 35% of the net revenue earned by them from the cash-settled futures contracts.

Unlike the PDF Contracts, Bakkt is not a party to contracts with customers that trade the cash-settled futures; also, to date, the cash-settled contracts have resulted in no net revenue payable to Bakkt (as disclosed on page 266 of the Amended Registration Statement). The Company has revised the disclosure in Note 7 – Related Parties to Bakkt’s Consolidated

Financial Statements and Unaudited Consolidated Financial Statements on pages F-74, F-75 and F-104 of the Amended Registration

Statement to include similar disclosure.

Read in the reply ↗

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.

Rest of the question

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.

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

Rest of the answer

(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.

Read in the reply ↗

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.

Rest of the question

In addition, your results of operations disclosure should separately discuss and analyze the revenue recognized under this agreement.

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. Read in the reply ↗

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.

Rest of the question

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.

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.

Rest of the answer

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.

Read in the reply ↗

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.

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,

Rest of the answer

312 and 313 of the Amended

Registration Statement.

Read in the reply ↗

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?

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. Read in the reply ↗

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.

Rest of the question

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.

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. Read in the reply ↗

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.

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 Read in the reply ↗

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.

Rest of the question

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.

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. Read in the reply ↗

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.

Rest of the question

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.

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 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,

Rest of the answer

respectively, and has made corresponding revisions on page 313 of the Amended Registration Statement.

Read in the reply ↗

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.

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

. Read in the reply ↗

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.

The Amended

Registration Statement has been revised accordingly on pages 161-163. Read in the reply ↗

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; •

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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.”

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. Read in the reply ↗

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.

The Company has revised the Amended Registration Statement accordingly on pages 289 and 291. Read in the reply ↗

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.

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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.”

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. Read in the reply ↗

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 606-1010-4. • 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” and how that point in time relates to the maturity of the PDF contract.

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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.

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. Read in the reply ↗

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

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conclusion that a single performance obligation exists.

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

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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.

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.

Read in the reply ↗

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

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.

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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.

Read in the reply ↗

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.

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Accordingly, please file the Triparty Agreement as an exhibit to the registration statement.

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. Read in the reply ↗