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For the transition period from ________ to ________Commission File Number:001-39544 BAKKT HOLDINGS, INC. (Exact name of registrant as specified in its charter) (State or other jurisdiction ofincorporation or organization)10000 Avalon Boulevard,Suite 1000 Alpharetta,Georgia Registrant’s telephone number, including area code: (678)534-5849Securities registered pursuant to Section 12(b) of the Act:Title of each classTrading Symbol (s)Name of each exchange on which registeredClass A Common Stock, par value $0.0001 per shareBKKTThe New York Stock ExchangeWarrants to purchase Class A Common StockBKKT WSThe New York Stock ExchangeIndicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities ExchangeAct of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.Yes☒No☐ “emerging growth company” in Rule 12b-2 of the Exchange Act.Large accelerated filer☐Accelerated filer Non-accelerated filer☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complyingwith any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ FINANCIAL INFORMATIONConsolidated Financial Statements (Unaudited)Consolidated Balance SheetsConsolidated Statements of Operations Consolidated Statements of Changes in Stockholders’ EquityConsolidated Statements of Cash Flows Management’s Discussion and Analysis of Financial Condition and Results of OperationsQuantitative and Qualitative Disclosures About Market Risk Controls and ProceduresOTHER INFORMATIONLegal Proceedings Signatures 2 Unless the context otherwise requires, all references to “Bakkt,” “we,” “us,” “our,” or the “Company” in this QuarterlyReport on Form 10-Q (this “Report”) refer to Bakkt Holdings, Inc. and its subsidiaries. This Report contains forward-looking statements within the meaning of the federal securities laws, which statements involvesubstantial risks and uncertainties. Forward-looking statements generally relate to future events or our future financial or operatingperformance. You can identify forward-looking statements because they contain words such as “anticipate,” “believe,” “continue,”“could,” “estimate,” “expect,” “intends,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “will,”“would,” the negative of such terms, and other similar expressions are intended to identify forward-looking statements. These forward-looking statements are based on management’s current expectations, assumptions, hopes, beliefs, intentions and strategies regardingfuture events and are based on currently available information as to the outcome and timing of future events. We caution you that these •our future financial performance; •changes in the market for our products and services; •the growth of the crypto industry and the improving regulatory environment for crypto: •our restructuring initiative and future potential reductions of expenses; •the expected impact to our business of establishing a commercial partnership with DTR (as defined below) and offeringstablecoin-based digital payments and working with DTR under the Cooperation Agreement (as defined below); •the expected impact to our business of entering into a commercial agreement with DTR, including whether such agreementor the related integration will be executed on terms favorable to us, if at all, or be completed on the expected timeline; •expansion plans and opportunities. These forward-looking statements are based on information available as of the date of thisReportand management’s currentexpectations, forecasts and assumptions, and involve a number of judgments, known and/or unknown risks and uncertainties. Accordingly, forward-looking statements should not be relied upon as representing our views as of any subsequent date. We do notundertake any obligation to update any forward-looking statement to reflect events or circumstances after the date they were made,whether as a result of new information, future events or otherwise, except as may be required under applicable law. be materially different from those expressed or implied by these forward-looking statements. Some factors that could cause actualresults to differ include, but are not limited to:•our ability to grow and manage growth profitably; •the conditions and events that raised substantial doubt about our ability to continue as a going concern; •changes in our business strategy; •changes in the markets in which we compete and our ability to adapt to those changes, including with respect to ourcompetitive landscape, technology evolution or changes in applicable laws or regulations; •volatility and disruptions in the crypto market that subject us to additional risks, including t