United States securities and exchange commission logo





                            January 11, 2024

       Gavin Michael
       Chief Executive Officer
       Bakkt Holdings, Inc.
       10000 Avalon Boulevard, Suite 1000
       Alpharetta, Georgia 30009

                                                        Re: Bakkt Holdings,
Inc.
                                                            Post-Effective
Amendment No. 2 to Form S-1 on Form S-3
                                                            Filed April 21,
2023
                                                            Response Dated
November 21, 2023
                                                            File No. 333-261034

       Dear Gavin Michael:

              We have reviewed your November 21, 2023 response to our comment
letter and have the
       following comments. In some of our comments, we may ask you to provide
us with information
       so we may better understand your disclosure.

              Please respond to this letter by amending your registration
statement and providing the
       requested information. If you do not believe a comment applies to your
facts and circumstances
       or do not believe an amendment is appropriate, please tell us why in
your response.

               After reviewing any amendment to your registration statement and
the information you
       provide in response to this letter, we may have additional comments.
Unless we note otherwise,
       our references to prior comments are to comments in our September 29,
2023 letter.

       Response Dated November 21, 2023

       General

   1.                                                   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. Please also
                                                        revise to include a
recent developments section in your prospectus summary to disclose
                                                        the Apex Acquisition
and related material risks.
   2.                                                   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
 Gavin Michael
FirstName  LastNameGavin Michael
Bakkt Holdings, Inc.
Comapany
January 11,NameBakkt
            2024      Holdings, Inc.
January
Page 2 11, 2024 Page 2
FirstName LastName
         consumers..." Please delete    generally    from the beginning of this
sentence or disclose
         any exceptions.
3.       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.
4.       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. 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.
5.       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 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.
Annex A
Item 5. Other Information, page 1

6.       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. 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.
7.       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
 Gavin Michael
FirstName  LastNameGavin Michael
Bakkt Holdings, Inc.
Comapany
January 11,NameBakkt
            2024      Holdings, Inc.
January
Page 3 11, 2024 Page 3
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         reader without specialized industry knowledge can understand them.
8.       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). 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.
Bakkt Crypto, page 2

9.       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. 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.
Risk Factors, page 3

10.      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.
11.      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. 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
 Gavin Michael
Bakkt Holdings, Inc.
January 11, 2024
Page 4
       (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.
Regulatory regimes governing blockchain technologies and crypto, page 12

12.    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.
A crypto asset's status as a "security" in any relevant jurisdiction, page 14

13.    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 activities, and why you
believe the
       Company would be considered to be engaged in customary brokerage or
dealing activities.
        We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.

       Please contact David Lin at 202-551-3552 or Sandra Hunter Berkheimer at
202-551-3758
with any other questions.



                                                               Sincerely,
FirstName LastNameGavin Michael
                                                               Division of
Corporation Finance
Comapany NameBakkt Holdings, Inc.
                                                               Office of Crypto
Assets
January 11, 2024 Page 4
cc:       Matt Lyons
FirstName LastName