Bakkt Inc-A 2025年度报告

(Mark One) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December31, 2025OR TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _________________ to _______________________Commission File Number: 001-39544____________________ Bakkt, Inc. (Exact Name of Registrant as Specified in its Charter)____________________ 41-2324812(I.R.S. EmployerIdentification No.)10006(Zip Code) Delaware(State or other jurisdiction ofincorporation or organization)One Liberty Plaza, One Liberty StreetNew York, New York(Address of principal executive offices) Registrant’s telephone number, including area code: (332) 203 3017 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.YesNo Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.YesNo 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).YesNo Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growthcompany. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Large accelerated filerAccelerated filerNon-accelerated filerSmaller reporting companyEmerging growth company If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financialaccounting standards provided pursuant to Section 13(a) of the Exchange Act. 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 over financialreporting 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. 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 filing reflect thecorrection 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 any of theregistrant'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). YesNo The aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant as of June 30, 2025 was approximately $92.8 million. Sharesof the registrant’s Class A Common Stock held by each executive officer and director and by each other person who may be deemed to be an affiliate of the registrant have beenexcluded from this computation. This calculation does not reflect a determination that certain persons are affiliates of the registrant for any other purpose. As of March11, 2026, there were 30,562,096 shares of the registrant’s Class A common stock, 7,140,383 public warrants, 1,153,200 Class 1 warrants and 864,650 Class 2warrants outstanding. Documents Incorporated by Reference Portions of the registrant’s Proxy Statement relating to the 2026 Annual Meeting of Stockholders are incorporated by reference into Part III of this Annual Report on Form10-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 ended December31, 2025. TABLE OF CONTENTS PART I Item 1.Business6Item 1A.Risk Factors76Item 1B.Unresolved Staff Comments76Item 1C.Cybersecurity76Item 2.Properties77Item 3.Legal Proceedings77Item 4.Mine Safety Disclosure77 PART II Item 5.Market for Registrant's Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities77Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations79Item 7A.Quantitative and Qualitative Disclosures About Market Risk100Item 8.Financial Statements and Supplementary Data101Item 9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure167Item 9A.Controls and Procedures167Item 9B.Other Information167Item 9C.Disclosure regarding foreign jurisdictions that prevent inspections.167 PART III Item 10.Directors, Executive Officers and Corporate Governance168Item 11.Executive Compensation168Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters168Item 13.Certain Relationships and Related Tr