Bakkt Inc-A 2026年季度报告

(Mark One) ☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March31, 2026OR☐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 Delaware(State or other jurisdiction ofincorporation or organization)3280 Peachtree Rd NESuites 07-128, 07-130 & 07-132Atlanta, Georgia(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 whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934during 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 filingrequirements for the past 90 days. Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 ofRegulation 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). Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or anemerging growth company. 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☐Non-accelerated filer☐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 anynew or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).Yes☐No☒ As of May5, 2026, there were 44,612,329 shares of the registrant’s Class A Common Stock, 7,140,383 public warrants, 1,153,200 Class 1 warrants and864,650 Class 2 warrants issued and outstanding. Table of Contents PagePART I.FINANCIAL INFORMATIONItem 1.Consolidated Financial Statements (Unaudited)6Consolidated Balance Sheets6Consolidated Statements of Operations7Consolidated Statements of Comprehensive Loss8Consolidated Statements of Changes in Equity9Consolidated Statements of Cash Flows10Notes to Unaudited Consolidated Financial Statements11Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations44Item 3.Quantitative and Qualitative Disclosures About Market Risk57Item 4.Controls and Procedures57PART II.OTHER INFORMATIONItem 1.Legal Proceedings58Item 1A.Risk Factors58Item 2.Unregistered Sales of Equity Securities, Use of Proceeds, and Issuer Purchases of Equity Securities59Item 3.Defaults Upon Senior Securities59Item 4.Mine Safety Disclosures59Item 5.Other Information59Item 6.Exhibits60Signatures61 CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS Unless the context otherwise requires, all references to “Bakkt,” “we,” “us,” “our,” or the “Company” in this Quarterly Report onForm 10-Q (this “Report”) refer to Bakkt, 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 ofsuch terms, and other similar expressions that are intended to identify forward-looking statements. These forward-looking statements are basedon management’s current expectations, assumptions, hopes, beliefs, intentions and strategies regarding future events and are based on currentlyavailable information as to the outcome and timing of future events. We caution you that these forward-looking statements are subject to all ofthe risks and uncertainties, most of which are difficult to predict and many of which are beyond our control, incident to our business. Forward-looking statements in this Report may include, for example, statements about: •future financial and operational performance, including trends in digital asset services revenue and trading volumes; •expansion and adoption of Bakkt Markets, Bakkt Agent and Bakkt Global; •our ability to grow our client base, enter into and maintain commercial partnerships and onboard new customers; •anticipated benefits of investments and expansion into international markets •development, launch and sc