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                             January 31, 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
January 19, 2024
                                                            File No. 333-261034

       Dear Gavin Michael:

              We have reviewed your January 19, 2024 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 these comments, we may have additional comments.
Unless we note
       otherwise, our references to prior comments are to comments in our
January 11, 2024 letter.

       Response Dated January 19, 2024

       General

   1.                                                   We reissue comment 3 of
our letter dated June 12, 2023, in part. Please revise to disclose
                                                        whether and how the
recent completion of Ethereum   s transition to Proof-of-Stake
                                                        consensus has impacted
your analysis, if any, of whether a particular crypto asset that you
                                                        make available on your
platform is a    security    within the meaning of Section 2(a)(1) of
                                                        the Securities Act.
 Gavin Michael
FirstName  LastNameGavin Michael
Bakkt Holdings, Inc.
Comapany
January 31,NameBakkt
            2024      Holdings, Inc.
January
Page 2 31, 2024 Page 2
FirstName LastName
Annex A
A crypto asset's status as a "security" in any relevant jurisdiction..., page
11

2.       We note your response to comment 13. Please revise your disclosure to
identify the risk
         that you could be subject to judicial or administrative sanctions for
acting as a clearing
         agency without appropriate registration.
Liquidity Providers, page 22

3.       Refer to your proposed disclosures on page 22 of Annex A. At the
bottom of page 22, you
         state that Bakkt Crypto settles with its liquidity providers on a
daily or    other post-trade,
         non-real- time basis...." Please revise to clarify the frequency that,
or the circumstances
         under which, Bakkt Crypto settles with its liquidity providers at a
frequency other than
         daily or intra-day, and discuss any risks associated with settling
less frequently than daily.
Custody Services for the Crypto Assets Supported for Trading, page 23

4.       Your response to comment 11 indicates, among others, that all of the
keys for the cold
         wallets BitGo has established to hold Bakkt Crypto assets are held by
BitGo and stored in
         cold storage. However, we also note your proposed disclosure on page
23 of Annex A that
         "[u]nder the BitGo Custody Agreement, 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 keys are stored
offline..." (emphasis
         added). Please explain this apparent inconsistency and revise your
disclosure as necessary.
        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 questions.



                                                                Sincerely,

                                                                Division of
Corporation Finance
                                                                Office of
Crypto Assets
cc:      Matt Lyons