Bakkt Holdings Inc-A 2024年度报告

(Mark One) xANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year endedDecember31, 2024 OR oTRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the transition period from _________________ to _______________________Commission File Number:001-39544____________________ Bakkt Holdings, Inc.(Exact Name of Registrant as Specified in its Charter) ____________________ 98-1550750(I.R.S. EmployerIdentification No.)30009(Zip Code) Delaware(State or other jurisdiction ofincorporation or organization)10000 Avalon Boulevard,Suite 1000Alpharetta,Georgia(Address of principal executive offices) Securities registered pursuant to Section 12(b) of the Act: Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.YesoNox Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during thepreceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90days.YesxNoo Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).YesxNoo Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerginggrowth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of theExchange Act. Accelerated filerxSmaller reporting companyx Large accelerated fileroNon-accelerated fileroEmerging growth companyo If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new orrevised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.o Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control overfinancial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.x If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filingreflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by anyof the registrant's executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). YesoNox The aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant as of June 30, 2024 was approximately $107.5million. Shares of the registrant’s Class A Common Stock and shares of the registrant’s Class V Common Stock held by each executive officer and director and by eachother person who may be deemed to be an affiliate of the registrant have been excluded from this computation. This calculation does not reflect a determination thatcertain persons are affiliates of the registrant for any other purpose. As of March7, 2025, there were6,532,626shares of the registrant’s Class A common stock,7,177,774shares of Class V common stock,7,140,383publicwarrants,1,153,200Class 1 warrants and864,650Class 2 warrants outstanding. Documents Incorporated by Reference Portions of the registrant’s Proxy Statement relating to the 2025 Annual Meeting of Stockholders are incorporated by reference into Part III of this Annual Reporton Form 10-K. The Proxy Statement will be filed with the Securities and Exchange Commission within 120 days after the end of the registrant’s fiscal year endedDecember31, 2024. TABLE OF CONTENTS PART I Item 1.BusinessItem 1A.Risk FactorsItem 1B.Unresolved Staff CommentsItem 1C.CybersecurityItem 2.PropertiesItem 3.Legal ProceedingsItem 4.Mine Safety Disclosure PART II Item 5.Market for Registrant's Common Equity, Related Stockholder Matters, and Issuer Purchases of EquitySecurities82Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations82Item 7A.Quantitative and Qualitative Disclosures About Market Risk105Item 8.Financial Statements and Supplementary Data106Item 9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure165Item 9A