Bakkt (BKKT) 10-Q 24 May 21 2021 Q1 Quarterly report Financial data

Cover Page

Cover Page - shares	3 Months Ended
	Mar. 31, 2021	May 21, 2021
Document Information [Line Items]
Document Type	10-Q
Amendment Flag	false
Document Quarterly Report	true
Document Period End Date	Mar. 31, 2021
Document Fiscal Period Focus	Q1
Document Fiscal Year Focus	2021
Current Fiscal Year End Date	--12-31
Entity Registrant Name	VPC Impact Acquisition Holdings
Entity Central Index Key	0001820302
Entity Tax Identification Number	98-1550750
Entity Filer Category	Non-accelerated Filer
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity File Number	001-39544
Entity Incorporation, State or Country Code	E9
Entity Address, Address Line One	Victory Park Capital Advisors, LLC
Entity Address, Address Line Two	150 North Riverside Plaza
Entity Address, Address Line Three	Suite 5200
Entity Address, City or Town	Chicago
Entity Address, State or Province	IL
Entity Address, Postal Zip Code	60606
City Area Code	312
Local Phone Number	701-1777
Document Transition Report	false
Entity Shell Company	true
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Class A [Member]
Document Information [Line Items]
Title of 12(b) Security	Class A ordinary shares, par value $0.0001 par value
Trading Symbol	VIH
Security Exchange Name	NASDAQ
Entity Common Stock, Shares Outstanding		20,737,202
Class B [Member]
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		5,184,300
Capital Units [Member]
Document Information [Line Items]
Title of 12(b) Security	Units, each consisting of one Class A ordinary share, $0.0001 par value, and one-half of one redeemable warrant
Trading Symbol	VIHAU
Security Exchange Name	NASDAQ
Warrant [Member]
Document Information [Line Items]
Title of 12(b) Security	Redeemable warrants, each warrant exercisable for one Class A ordinary share, each at an exercise price of $11.50 per share
Trading Symbol	VIHAW
Security Exchange Name	NASDAQ

Condensed Balance Sheet

Condensed Balance Sheet - USD ($)	Mar. 31, 2021	Dec. 31, 2020
Current assets
Cash	$ 1,001,772	$ 1,177,678
Prepaid expenses	239,773	234,959
Total Current Assets	1,241,545	1,412,637
Cash and marketable securities held in Trust Account	207,385,917	207,376,213
TOTAL ASSETS	208,627,462	208,788,850
Current liabilities
Accounts payable and accrued expenses	3,113,505	893,415
Accrued offering costs	0	2,230
Total Current Liabilities	3,113,505	895,645
Warrant liabilities	53,805,433	22,513,065
Deferred underwriting fee payable	7,258,021	7,258,021
Total Liabilities	64,176,959	30,666,731
Commitments and Contingencies
Class A ordinary shares subject to possible redemption, 13,945,050 and 17,312,211 shares at $10.00 per share as of March 31, 2021 and December 31, 2020, respectively	139,450,500	173,122,110
Shareholders' Equity
Preference shares, $0.0001 par value; 1,000,000 shares authorized; no shares issued and outstanding	0	0
Additional paid-in capital	43,531,612	9,860,338
Accumulated deficit	(38,532,806)	(4,861,190)
Total Shareholders' Equity	5,000,003	5,000,009
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY	208,627,462	208,788,850
Class A [Member]
Shareholders' Equity
Ordinary shares	679	343
Class B [Member]
Shareholders' Equity
Ordinary shares	$ 518	$ 518

Condensed Balance Sheet (Parent

Condensed Balance Sheet (Parenthetical) - $ / shares	Mar. 31, 2021	Dec. 31, 2020
Temporary Equity, Shares Authorized	13,945,050	17,312,211
Temporary Equity, Par Value	$ 10	$ 10
Preferred Stock, Par Value	$ 0.0001	$ 0.0001
Preferred Stock, Shares Authorized	1,000,000	1,000,000
Preferred Stock, Shares Issued	0	0
Preferred Stock, Shares Outstanding	0	0
Class A [Member]
Common Stock, Par Value	$ 0.0001	$ 0.0001
Common Stock, Shares Authorized	200,000,000	200,000,000
Common Stock, Shares, Issued	6,792,152	3,424,991
Common Stock, Shares, Outstanding	6,792,152	3,424,991
Common Stock Subject To Possible Redemption	13,945,050	17,312,211
Class B [Member]
Common Stock, Par Value	$ 0.0001	$ 0.0001
Common Stock, Shares Authorized	20,000,000	20,000,000
Common Stock, Shares, Issued	5,184,300	5,184,300
Common Stock, Shares, Outstanding	5,184,300	5,184,300

Condensed Statement of Operatio

Condensed Statement of Operations	3 Months Ended
	Mar. 31, 2021USD ($)$ / sharesshares
Formation and operational costs	$ 2,393,428
Loss from operations	(2,393,428)
Other expense:
Other income	4,476
Interest earned on marketable securities held in Trust Account	9,704
Change in fair value of warrant liabilities	(31,292,368)
Other expense, net	(31,278,188)
Net Loss	(33,671,616)
Class A [Member]
Other expense:
Interest earned on marketable securities held in Trust Account	$ 9,704
Weighted average shares outstanding | shares	20,737,202
Basic and diluted net income (loss) per share | $ / shares	$ 0
Class B [Member]
Loss from operations	$ (33,681,320)
Other expense:
Net Loss	$ (33,671,616)
Weighted average shares outstanding | shares	5,184,300
Basic and diluted net income (loss) per share | $ / shares	$ (6.50)

Condensed Statement of Changes

Condensed Statement of Changes in Shareholders' Equity - 3 months ended Mar. 31, 2021 - USD ($)	Total	Class B [Member]	Ordinary Shares [Member]Class A [Member]	Ordinary Shares [Member]Class B [Member]	Additional Paid in Capital [Member]	Accumulated Deficit [Member]
Beginning balance at Dec. 31, 2020	$ 5,000,009		$ 343	$ 518	$ 9,860,338	$ (4,861,190)
Beginning balance, shares at Dec. 31, 2020			3,424,991	5,184,300
Change in value of Class A Ordinary Shares subject to possible redemption	33,671,610		$ 336	$ 0	33,671,274	0
Change in value of Class A Ordinary Shares subject to possible redemption, Shares			3,367,161	0
Net loss	(33,671,616)	$ (33,671,616)	$ 0	$ 0	0	(33,671,616)
Ending balance at Mar. 31, 2021	$ 5,000,003		$ 679	$ 518	$ 43,531,612	$ (38,532,806)
Ending balance, shares at Mar. 31, 2021			6,792,152	5,184,300

Condensed Statement of Cash Flo

Condensed Statement of Cash Flows	3 Months Ended
	Mar. 31, 2021USD ($)
Cash Flows from Operating Activities:
Net loss	$ (33,671,616)
Adjustments to reconcile net loss to net cash used in operating activities:
Interest earned on marketable securities held in Trust Account	(9,704)
Change in fair value of warrant liability	31,292,368
Changes in operating assets and liabilities:
Prepaid expenses	(4,814)
Accounts payable and accrued expenses	2,217,860
Net cash used in operating activities	(175,906)
Net Change in Cash	(175,906)
Cash – Beginning of period	1,177,678
Cash – End of period	1,001,772
Non-Cash investing and financing activities:
Change in value of Class A ordinary shares subject to possible redemption	$ (33,671,610)

Description of Organization and

Description of Organization and Business Operations	3 Months Ended
	Mar. 31, 2021
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Description of Organization and Business Operations	NOTE 1—DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS VPC Impact Acquisition Holdings (the “Company”) is a blank check company incorporated as a Cayman Islands exempted company on July 31, 2020. The Company was incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities (a “Business Combination”). The Company is not limited to a particular industry or sector for purposes of consummating a Business Combination. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. As of March 31, 2021, the Company had not commenced any operations. All activity for the period from July 31, 2020 (inception) through March 31, 2021 relates to the Company’s formation, its initial public offering (“Initial Public Offering”), which is described below, and subsequent to the Initial Public Offering, identifying a target company for a Business Combination. The Company will not generate any operating revenues until after the completion of a Business Combination, at the earliest. The Company generates non-operating The registration statement for the Company’s Initial Public Offering was declared effective on September 22, 2020. On September 25, 2020 the Company consummated the Initial Public Offering of 20,000,000 units (the “Units” and, with respect to the Class A ordinary shares included in the Units sold, the “Public Shares”), generating gross proceeds of $200,000,000 which is described in Note 3. Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 6,000,000 warrants (the “Private Placement Warrants”) at a price of $1.00 per Private Placement Warrant in a private placement to VPC Impact Acquisition Holdings Sponsor, LLC (the “Sponsor”), generating gross proceeds of $6,000,000, which is described in Note 4. On September 29, 2020, the underwriters notified the Company of their intention to partially exercise their over-allotment option on October 1, 2020. As such, on October 1, 2020, the Company consummated the sale of an additional 737,202 Units, at $10.00 per Unit, and the sale of an additional 147,440 Private Placement Warrants, at $1.00 per Private Warrant, generating total gross proceeds of $7,519,460. Transaction costs charged to equity amounted to $11,906,606, consisting of $4,147,440 of underwriting fees, $7,258,021 of deferred underwriting fees and $501,145 of other offering costs. Following the closing of the Initial Public Offering on September 25, 2020 and the partial exercise of the underwriter’s over-allotment on October 1, 2020, an amount of $207,372,020 ($10.00 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Placement Warrants was placed in a trust account (the “Trust Account”) and invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 185 days or less, or in any open-ended investment company that holds itself out as a money market fund investing solely in U.S. Treasuries and meeting certain conditions under Rule 2a-7 The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of the Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. The stock exchange listing rules require that the Business Combination must be with one or more operating businesses or assets with a fair market value equal to at least 80% of the assets held in the Trust Account (excluding the deferred underwriting commissions and taxes payable on the interest earned on the Trust Account). The Company will only complete a Business Combination if the post-Business Combination company owns or acquires 50% or more of the issued and outstanding voting securities of the target or otherwise acquires a controlling interest in the target business sufficient for it not to be required to register as an investment company under the Investment Company Act. There is no assurance that the Company will be able to successfully effect a Business Combination. The Company will provide the holders of the public shares (the “Public Shareholders”) with the opportunity to redeem all or a portion of their public shares upon the completion of the Business Combination, either (i) in connection with a general meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The Public Shareholders will be entitled to redeem their Public Shares, equal to the aggregate amount then on deposit in the Trust Account, calculated as of two business days prior to the consummation of the Business Combination (initially $10.00 per Public Share), including interest (which interest shall be net of taxes payable), divided by the number of then issued and outstanding public shares, subject to certain limitations as described in the prospectus. The per-share The Company will proceed with a Business Combination only if the Company has net tangible assets of at least $5,000,001 and, if the Company seeks shareholder approval, it receives an ordinary resolution under Cayman Islands law approving a Business Combination, which requires the affirmative vote of a majority of the shareholders who attend and vote at a general meeting of the Company. If a shareholder vote is not required and the Company does not decide to hold a shareholder vote for business or other legal reasons, the Company will, pursuant to its Amended and Restated Memorandum and Articles of Association, conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (“SEC”), and file tender offer documents containing substantially the same information as would be included in a proxy statement with the SEC prior to completing a Business Combination. If the Company seeks shareholder approval in connection with a Business Combination, the Sponsor has agreed to vote its Founder Shares (as defined in Note 5) and any Public Shares purchased during or after the Initial Public Offering in favor of approving a Business Combination. Additionally, each Public Shareholder may elect to redeem their Public Shares, without voting, and if they do vote, irrespective of whether they vote for or against a proposed Business Combination. Notwithstanding the foregoing, if the Company seeks shareholder approval of the Business Combination and the Company does not conduct redemptions pursuant to the tender offer rules, a Public Shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the Public Shares without the Company’s prior written consent. The Sponsor has agreed (a) to waive its redemption rights with respect to any Founder Shares and Public Shares held by it in connection with the completion of a Business Combination and (b) not to propose an amendment to the Amended and Restated Memorandum and Articles of Association (i) to modify the substance or timing of the Company’s obligation to allow redemption in connection with the Company’s initial Business Combination or to redeem 100% of the Public Shares if the Company does not complete a Business Combination within the Combination Period (as defined below) or (ii) with respect to any other provision relating to shareholders’ rights or pre-initial per-share The Company will have until September 25, 2022 to consummate a Business Combination (the “Combination Period”). However, if the Company has not completed a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem 100% of the Public Shares, at a per-share The Sponsor has agreed to waive its rights to liquidating distributions from the Trust Account with respect to the Founder Shares it will receive if the Company fails to complete a Business Combination within the Combination Period. However, if the Sponsor or any of its respective affiliates acquire Public Shares, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the Combination Period. The underwriters have agreed to waive their rights to their deferred underwriting commission (see Note 6) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period, and in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than the Initial Public Offering price per Unit ($10.00). In order to protect the amounts held in the Trust Account, the Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party (other than the Company’s independent registered public accounting firm) for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below the lesser of (1) $10.00 per Public Share and (2) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per Public Share, due to reductions in the value of trust assets, in each case net of the interest that may be withdrawn to pay taxes. This liability will not apply to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and as to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). In the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (other than the Company’s independent registered public accounting firm), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. Liquidity and Capital Resources As of March 31, 2021, the Company had approximately $1.0 million in its operating bank accounts and working capital deficit of approximately $1.9 million. Prior to the completion of the Initial Public Offering, the Company’s liquidity needs had been satisfied through a contribution of $25,000 from Sponsor to cover for certain formation and offering costs in exchange for the issuance of the Founder Shares, the loan of up to $300,000 from the Sponsor pursuant to the Note (see Note 5), and the proceeds from the consummation of the Private Placement not held in the Trust Account. The Note was repaid on September 25, 2020. In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, provide the Company Working Capital Loans (see Note 5). As of March 31, 2021, there were no amounts outstanding under any Working Capital Loan. Based on the foregoing, management believes that the Company will have sufficient working capital and borrowing capacity to meet its needs through the earlier of the consummation of a Business Combination or one year from this filing. Over this time period, the Company will be using these funds for paying existing accounts payable, identifying and evaluating prospective initial Business Combination candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to merge with or acquire, and structuring, negotiating and consummating the Business Combination.

Summary of Significant Accounti

Summary of Significant Accounting Policies	3 Months Ended
	Mar. 31, 2021
Accounting Policies [Abstract]
Summary of Significant Accounting Policies	NOTE 2—SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q S-X The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K/A Principles of Consolidation The accompanying condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary. All significant intercompany balances and transactions have been eliminated in consolidation. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging Use of Estimates The preparation of condensed consolidated financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the consolidated financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. One of the more significant accounting estimates included in these financial statements is the determination of the fair value of the warrant liabilities. Such estimates may be subject to change as more current information becomes available and accordingly the actual results could differ significantly from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of March 31, 2021 and December 31, 2020. Investments held in Trust Account The Company’s portfolio of investments held in trust is comprised solely of investments in money market funds that invest in U.S. government securities, or a combination thereof. The Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these investments are included in interest earned on marketable securities held in Trust Account in the accompanying condensed consolidated statement of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. Warrant Liability The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own ordinary shares, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding. For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in non-cash Class A Ordinary Shares Subject to Possible Redemption The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Class A ordinary shares subject to mandatory redemption are classified as a liability instrument and are measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, ordinary shares are classified as shareholders’ equity. The Company’s ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at March 31, 2021 and December 31, 2020, Class A ordinary shares subject to possible redemption are presented as temporary equity, outside of the shareholders’ equity section of the Company’s condensed consolidated balance sheets. Offering Costs Offering costs consist of legal, accounting, underwriting fees and other costs incurred through the Initial Public Offering that are directly related to the Initial Public Offering. Offering costs amounting to $11,906,606 , of Income Taxes The Company accounts for income taxes under ASC Topic 740, “Income Taxes,” which prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company’s management determined that the Cayman Islands is the Company’s major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of March 31, 2021 and December 31, 2020, there were no unrecognized tax benefits and no amounts accrued for interest and penalties. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is considered to be an exempted Cayman Islands company with no connection to any other taxable jurisdiction and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s tax provision was zero for the period presented. The Company does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. Net Income (Loss) Per Ordinary Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”. Net income (loss) per share is computed by dividing net income (loss) by the weighted average number of ordinary shares outstanding for the period. The calculation of diluted income (loss) per share does not consider the effect of the warrants issued in connection with the (i) Initial Public Offering, and (ii) Private Placement Warrants since the exercise of the warrants are contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive. The warrants are exercisable to purchase 16,516,041 shares of Class A ordinary shares in the aggregate. The Company’s statement of operations includes a presentation of income (loss) per share for ordinary shares subject to possible redemption in a manner similar to the two-class non-redeemable non-redeemable non-redeemable The following table reflects the calculation of basic and diluted net income (loss) per ordinary share (in dollars, except per share amounts): Three Months Redeemable Class A Ordinary Shares Numerator: Earnings allocable to Redeemable Class A Ordinary Shares Interest Income $ 9,704 Redeemable Net Earnings $ 9,704 Denominator: Weighted Average Redeemable Class A Ordinary Shares Redeemable Class A Ordinary Shares, Basic and Diluted 20,737,202 Basic and diluted earnings per share – Redeemable Class A Ordinary Shares $ 0.00 Non-Redeemable Numerator: Net Income (Loss) minus Redeemable Net Earnings Net Income (Loss) $ (33,671,616 ) Redeemable Net Earnings (9,704 ) Non-Redeemable $ (33,681,320 ) Denominator: Weighted Average Non-Redeemable Non-Redeemable 5,184,300 Basic and diluted earnings (loss) per share – Non-Redeemable Class B Ordinary Shares $ (6.50 ) As of March 31, 2021, basic and diluted shares are the same as there are no non-redeemable Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the Company’s condensed consolidated balance sheets, primarily due to their short-term nature, with the exception of the warrant liabilities (see Note 9). Recent Accounting Standards Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s condensed consolidated financial statements.

Initial Public offering

Initial Public offering	3 Months Ended
	Mar. 31, 2021
Equity [Abstract]
Initial Public Offering	NOTE 3—INITIAL PUBLIC OFFERING Pursuant to the Initial Public Offering, the Company sold 20,000,000 Units, at a purchase price of $10.00 per Unit. In connection with the underwriters’ partial exercise of the over-allotment option on October 1, 2020, the Company sold an additional 737,202 Units, at a purchase price of $10.00 per Unit. Each Unit consists of one Class A ordinary share and one-half 8

Private Placement

Private Placement	3 Months Ended
	Mar. 31, 2021
Equity [Abstract]
Private Placement	NOTE 4—PRIVATE PLACEMENT Simultaneously with the closing of the Initial Public Offering, the Sponsor purchased an aggregate of 6,000,000 Private Placement Warrants at a price of $1.00 per Private Placement Warrant, for an aggregate purchase price of $6,000,000. In connection with the underwriters’ partial exercise of the over-allotment option on October 1, 2020, the Company sold an additional 147,440 Private Placement Warrants, at a purchase price of $1.00 per Private Placement Warrants, for an aggregate purchase price of $147,440. Each Private Placement Warrant is exercisable to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment (see Note 8

Related Party Transactions

Related Party Transactions	3 Months Ended
	Mar. 31, 2021
Related Party Transactions [Abstract]
Related Party Transactions	NOTE 5—RELATED PARTY TRANSACTIONS Founder Shares On August 3, 2020, the Sponsor paid $25,000 to cover certain offering and formation costs of the Company in consideration for 5,750,000 Class B ordinary shares (the “Founder Shares”). In September 2020, the Sponsor transferred an aggregate of 60,000 Founder Shares to members of the Company’s board of directors, resulting in the Sponsor holding 5,690,000 Founder Shares. The Founder Shares included an aggregate of up to 750,000 shares that were subject to forfeiture depending on the extent to which the underwriters’ over-allotment option was exercised, so that the number of Founder Shares would equal, on an as-converted The Sponsor has agreed, subject to limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earliest of: (A) one year after the completion of a Business Combination and (B) subsequent to a Business Combination, (x) if the closing price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, 30-trading Administrative Services Agreement Commencing on September 25, 2020, the Company entered into an agreement to pay the Sponsor up to $10,000 per month for office space, utilities, secretarial and administrative support services. Upon completion of a Business Combination or its liquidation, the Company will cease paying these monthly fees. For the three months ended March 31, 2021, the Company incurred and paid $30,000 in fees for these services. As of March 31, 2021 and December 31, 2020, $60,000 and $30,000 remained unpaid in the accrued expenses line item on the balance sheets, respectively. Related Party Loans In order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). Such Working Capital Loans would be evidenced by promissory notes. The notes may be repaid upon completion of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of notes may be converted upon completion of a Business Combination into warrants at a price of $1.00 per warrant. Such warrants would be identical to the Private Placement Warrants. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. As of March 31, 2021, the Company had no outstanding borrowings under the Working Capital Loans.

Commitments and Contingencies

Commitments and Contingencies	3 Months Ended
	Mar. 31, 2021
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	NOTE 6—COMMITMENTS AND CONTINGENCIES Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 Registration and Shareholders Rights Pursuant to a registration rights agreement entered into on September 22, 2020, the holders of the Founder Shares, Private Placement Warrants and any warrants that may be issued upon conversion of Working Capital Loans (and any Class A ordinary shares issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of the Working Capital Loans) are entitled to registration rights requiring the Company to register a sale of any of its securities held by them. The holders of these securities will be entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of a Business Combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The underwriters are entitled to a deferred fee of $0.35 per Unit, or $7,258,021 in the aggregate. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement. Merger Agreement On January 11, 2021, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”), with Pylon Merger Company LLC, a Delaware limited liability company and a direct wholly owned subsidiary of the Company (“Merger Sub”), and Bakkt Holdings, LLC, a Delaware limited liability company (“Bakkt”), a transformative digital asset marketplace launched in 2018 by Intercontinental Exchange, Inc. (“ICE”) and a group of investors and strategic partners. The Merger Agreement provides that, among other things and upon the terms and subject to the conditions thereof, the following transactions will occur (together with the other agreements and transactions contemplated by the Merger Agreement, the “Proposed Transaction”): (i) at the closing of the transactions contemplated by the Merger Agreement, Merger Sub will merge (the “Merger”) with and into Bakkt, the separate corporate existence of Merger Sub will cease and Bakkt will be the surviving limited liability company, to be renamed Bakkt Opco Holdings, LLC (“Bakkt Opco”); (ii) immediately prior to the closing of the PIPE Investment and the effective time of the Merger, the Company will be renamed “Bakkt Holdings, Inc.” (referred to hereinafter as “Bakkt Pubco”); and (iii) as a result of the Merger, the aggregate consideration to be received in respect of the Merger by all of the Bakkt interest holders will be an aggregate of 208,200,000 common units of Bakkt Opco (“Bakkt Opco Units”) and 208,200,000 shares of class V common stock of Bakkt PubCo, which will be non-economic, Subscription Agreements On January 11, 2021, concurrently with the execution of the Merger Agreement, the Company entered into subscription agreements (the “Subscription Agreements”) with certain investors (collectively, the “PIPE Investors” which include certain existing equityholders of the Company and Bakkt), pursuant to, and on the terms and subject to the conditions of which, the PIPE Investors have collectively subscribed for 32,500,000 Bakkt Pubco Class A Shares for an aggregate purchase price equal to $325,000,000 (the “PIPE Investment”). The PIPE Investment will be consummated immediately prior to the closing of the Merger Agreement. The Subscription Agreements provide for certain customary registration rights for the PIPE Investors. The Subscription Agreements will terminate with no further force and effect upon the earliest to occur of: (a) such date and time as the Merger Agreement is terminated in accordance with its terms; (b) the mutual written agreement of the parties to such Subscription Agreement; and (c) December 31, 2021.

Shareholders' Equity

Shareholders' Equity	3 Months Ended
	Mar. 31, 2021
Equity [Abstract]
Shareholders' Equity	NOTE 7 — SHAREHOLDERS’ EQUITY Preference Shares Class A Ordinary Shares Class B Ordinary Shares Only holders of the Class B ordinary shares will have the right to vote on the appointment of directors prior to the Business Combination. Holders of Class A ordinary shares and Class B ordinary shares will vote together as a single class on all other matters submitted to a vote of shareholders, except as required by law and except that in a vote to continue the Company in a jurisdiction outside the Cayman Islands, holders of Class B ordinary shares will have ten votes per share and holders of Class A ordinary shares will have one vote per share. The Class B ordinary shares will automatically convert into Class A ordinary shares concurrently with or immediately following the consummation of a Business Combination on a one-for-one one-for-one

Warrants

Warrants	3 Months Ended
	Mar. 31, 2021
Warrants Restated [Abstract]
Warrants	NOTE 8 — WARRANTS Warrants or The Company will not be obligated to deliver any Class A ordinary shares pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act with respect to the Class A ordinary shares underlying the warrants is then effective and a prospectus relating thereto is current, subject to the Company satisfying its obligations with respect to registration. No warrant will be exercisable and the Company will not be obligated to issue a Class A ordinary share upon exercise of a warrant unless the Class A ordinary share issuable upon such warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the warrants. The Company has agreed that as soon as practicable, but in no event later than 15 business days, after the closing of a Business Combination, it will use its best efforts to file with the SEC a registration statement for the registration, under the Securities Act, of the Class A ordinary shares issuable upon exercise of the warrants. The Company will use its best efforts to cause the same to become effective and to maintain the effectiveness of such registration statement and a current prospectus relating thereto until the expiration of the warrants in accordance with the provisions of the warrant agreement. If a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants is not effective by the sixtieth (60th) business day after the closing of a Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption. Notwithstanding the above, if the Class A ordinary shares are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, the Company will not be required to file or maintain in effect a registration statement, and in the event the Company does not so elect, it will use its best efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. Redemption of warrants when the price per Class A ordinary share equals or exceeds $18.00 . • in whole and not in part; • at a price of $0.01 per warrant; • upon a minimum of 30 days’ prior written notice of redemption to each warrant holder; and • if, and only if, the closing price of the Class A ordinary shares equals or exceeds $18.00 per share (as adjusted) for any 20 trading days within a 30-trading If and when the warrants become redeemable by the Company, the Company may exercise its redemption right even if it is unable to register or qualify the underlying securities for sale under all applicable state securities laws. Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00 . • in whole and not in part; • at $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption; provided • if, and only if, the closing price of the Class A ordinary shares equals or exceeds $10.00 per public share (as adjusted) for any 20 trading days within the 30-trading • if the closing price of the Class A ordinary shares for any 20 trading days within a 30-trading If the Company calls the Public Warrants for redemption, as described above, its management will have the option to require any holder that wishes to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. The exercise price and number of ordinary shares issuable upon exercise of the Public Warrants may be adjusted in certain circumstances including in the event of a share dividend, extraordinary dividend or recapitalization, reorganization, merger or consolidation. However, except as described below, the Public Warrants will not be adjusted for issuances of ordinary shares at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the Public Warrants. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of Public Warrants will not receive any of such funds with respect to their Public Warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with respect to such Public Warrants. Accordingly, the Public Warrants may expire worthless. In addition, if (x) the Company issues additional Class A ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of a Business Combination at an issue price or effective issue price of less than $9.20 per Class A ordinary share (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of a Business Combination on the date of the consummation of a Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Class A ordinary shares during the 10 trading day period starting on the trading day prior to the day on which the Company consummates a Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price, and the $10.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price. The Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that the Private Placement Warrants and the Class A ordinary shares issuable upon the exercise of the Private Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be exercisable on a cashless basis and be non-redeemable,

Fair Value Measurements

Fair Value Measurements	3 Months Ended
	Mar. 31, 2021
Fair Value Disclosures [Abstract]
Fair Value Measurements	NOTE 9 — FAIR VALUE MEASUREMENTS The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. Level 3: Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability. At March 31, 2021 and December 31, 2020, assets held in the Trust Account were comprised of $207,385,917 At March 31, 2021, there were 10,368,601 Public Warrants and 6,147,440 Private Placement Warrants outstanding. The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis at March 31, 2021 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value. The gross holding gains and fair value of held-to-maturity Description March 31, Quoted Prices Significant Significant Assets: Cash and marketable securities held in Trust Account $ 207,385,917 $ 207,385,917 $ — $ — Liabilities: Warrant Liability – Public Warrants $ 30,691,059 $ 30,691,059 $ — $ — Warrant Liability – Private Placement Warrants $ 23,114,374 $ — $ — $ 23,114,374 The Warrants were accounted for as liabilities in accordance with ASC 815-40 and are presented within warrant liabilities on the accompanying condensed consolidated balance sheets. T h The Private Placement Warrants were valued using a Black-Scholes Option Pricing Model, which is considered to be a Level 3 fair value measurement. The measurement of the Public Warrants after the detachment of the Public Warrants from the Units is classified as Level 1 due to the use of an observable market quote in an active market. For periods subsequent to the detachment of the Public Warrants from the Units, the close price of the Public Warrant price was used as the fair value of the Public Warrants as of each relevant date. The following table presents the quantitative information regarding Level 3 fair value measurements: March 31, December 31, Stock price $ 12.99 $ 10.08 Exercise price $ 11.50 $ 11.50 Risk-free rate 0.92 % 0.36 % Volatility 25.0 % 25.0 % Term (in years) 5.0 5.0 Dividend yield 0.0 % 0.0 % The following table presents the changes in the fair value of Level 3 warrant liabilities: Private Placement Fair value as of January 1, 2021 $ 11,003,918 Change in fair value 12,110,456 Fair value as of March 31, 2021 $ 23,114,374 Transfers to and from Levels 1, 2 and 3 are recognized at the end of the reporting period. There were no transfers between levels for the three months ended March 31, 2021.

Subsequent Events

Subsequent Events	3 Months Ended
	Mar. 31, 2021
Subsequent Events [Abstract]
Subsequent Events	NOTE 10 — SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the unaudited condensed consolidated financial statements were issued. Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the unaudited condensed consolidated financial statements.

Summary of Significant Accoun_2

Summary of Significant Accounting Policies (Policies)	3 Months Ended
	Mar. 31, 2021
Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q S-X The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K
Emerging Growth Company	Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging
Use of Estimates	Use of Estimates The preparation of condensed financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates.
Cash and Cash Equivalents	Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of March 31, 2021 and December 31, 2020.
Investments held in Trust Account	Investments held in Trust Account The Company’s portfolio of investments held in trust is comprised solely of investments in money market funds that invest in U.S. government securities, or a combination thereof. The Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these investments are included in interest earned on marketable securities held in Trust Account in the accompanying statement of operations. The estimated fair values of investments held in the Trust Account are determined using available market information.
Class A Ordinary Shares Subject to Possible Redemption	Class A Ordinary Shares Subject to Possible Redemption The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Class A ordinary shares subject to mandatory redemption are classified as a liability instrument and are measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, ordinary shares are classified as shareholders’ equity. The Company’s ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at March 31, 2021 and December 31, 2020, Class A ordinary shares subject to possible redemption are presented as temporary equity, outside of the shareholders’ equity section of the Company’s condensed balance sheets.
Warrant Liability	Warrant Liability The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own ordinary shares, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding. For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in non-cash
Offering Costs	Offering Costs Offering costs consist of legal, accounting, underwriting fees and other costs incurred through the Initial Public Offering that are directly related to the Initial Public Offering. Offering costs amounting to $11,906,606 were charged to shareholders’ equity upon the completion of the Initial Public Offering.
Income Taxes	Income Taxes The Company accounts for income taxes under ASC Topic 740, “Income Taxes,” which prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company’s management determined that the Cayman Islands is the Company’s major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of March 31, 2021 and December 31, 2020, there were no unrecognized tax benefits and no amounts accrued for interest and penalties. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is considered to be an exempted Cayman Islands company with no connection to any other taxable jurisdiction and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s tax provision was zero for the period presented. The Company does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months.
Net Income (Loss) Per Ordinary Share	Net Income (Loss) Per Ordinary Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”. Net income (loss) per share is computed by dividing net income (loss) by the weighted average number of ordinary shares outstanding for the period. The calculation of diluted income (loss) per share does not consider the effect of the warrants issued in connection with the (i) Initial Public Offering, and (ii) Private Placement Warrants since the exercise of the warrants are contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive. The warrants are exercisable to purchase 16,516,041 shares of Class A ordinary shares in the aggregate. The Company’s statement of operations includes a presentation of income (loss) per share for ordinary shares subject to possible redemption in a manner similar to the two-class non-redeemable non-redeemable non-redeemable The following table reflects the calculation of basic and diluted net income (loss) per ordinary share (in dollars, except per share amounts): Three Months Redeemable Class A Ordinary Shares Numerator: Earnings allocable to Redeemable Class A Ordinary Shares Interest Income $ 9,704 Redeemable Net Earnings $ 9,704 Denominator: Weighted Average Redeemable Class A Ordinary Shares Redeemable Class A Ordinary Shares, Basic and Diluted 20,737,202 Earnings/Basic and Diluted Redeemable Class A Ordinary Shares $ 0.00 Non-Redeemable Numerator: Net Income (Loss) minus Redeemable Net Earnings Net Income (Loss) $ (33,671,616 ) Redeemable Net Earnings (9,704 ) Non-Redeemable $ (33,681,320 ) Denominator: Weighted Average Non-Redeemable Non-Redeemable 5,184,300 Loss/Basic and Diluted Non-Redeemable $ (6.50 ) As of March 31, 2021, basic and diluted shares are the same as there are no non-redeemable
Concentration of Credit Risk	Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account.
Fair Value of Financial Instruments	Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the Company’s condensed balance sheets, primarily due to their short-term nature, with the exception of the warrant liabilities (see Note 9).
Recent Accounting Standards	Recent Accounting Standards Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s condensed financial statements.

Summary of Significant Accoun_3

Summary of Significant Accounting Policies (Tables)	3 Months Ended
	Mar. 31, 2021
Earnings Per Share [Abstract]
Schedule of Earnings Per Share Basic And Diluted	The following table reflects the calculation of basic and diluted net income (loss) per ordinary share (in dollars, except per share amounts): Three Months Redeemable Class A Ordinary Shares Numerator: Earnings allocable to Redeemable Class A Ordinary Shares Interest Income $ 9,704 Redeemable Net Earnings $ 9,704 Denominator: Weighted Average Redeemable Class A Ordinary Shares Redeemable Class A Ordinary Shares, Basic and Diluted 20,737,202 Earnings/Basic and Diluted Redeemable Class A Ordinary Shares $ 0.00 Non-Redeemable Numerator: Net Income (Loss) minus Redeemable Net Earnings Net Income (Loss) $ (33,671,616 ) Redeemable Net Earnings (9,704 ) Non-Redeemable $ (33,681,320 ) Denominator: Weighted Average Non-Redeemable Non-Redeemable 5,184,300 Loss/Basic and Diluted Non-Redeemable $ (6.50 )

Fair Value Measurements (Tables

Fair Value Measurements (Tables)	3 Months Ended
	Mar. 31, 2021
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Fair Value, Assets Measured on Recurring Basis	The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis at March 31, 2021 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value. The gross holding gains and fair value of held-to-maturity Description March 31, Quoted Prices Significant Significant Assets: Cash and marketable securities held in Trust Account $ 207,385,917 $ 207,385,917 $ — $ — Liabilities: Warrant Liability – Public Warrants $ 30,691,059 $ 30,691,059 $ — $ — Warrant Liability – Private Placement Warrants $ 23,114,374 $ — $ — $ 23,114,374
Fair Value Measurements Inputs	The following table presents the quantitative information regarding Level 3 fair value measurements: March 31, December 31, Stock price $ 12.99 $ 10.08 Exercise price $ 11.50 $ 11.50 Risk-free rate 0.92 % 0.36 % Volatility 25.0 % 25.0 % Term (in years) 5.0 5.0 Dividend yield 0.0 % 0.0 %
Fair Value of Derivative Warrant Liabilities	The following table presents the changes in the fair value of Level 3 warrant liabilities: Private Placement Fair value as of January 1, 2021 $ 11,003,918 Change in fair value 12,110,456 Fair value as of March 31, 2021 $ 23,114,374

Description of Organization a_2

Description of Organization and Business Operations - Additional Information (Detail) - USD ($)	Oct. 01, 2020	Sep. 25, 2020	Aug. 03, 2020	Mar. 31, 2021	Dec. 31, 2020
Stock issued, transaction costs		$ 11,906,606
Underwriting fees		4,147,440
Deferred underwriting fees		7,258,021
Other offering costs		501,145
Cash held				$ 1,001,772	$ 1,177,678
Investments in Trust Account	$ 207,372,020
Percentage Of Assets Held in Trust Account				80.00%
Percent Of Shares Restricted For Redemption				15.00%
Minimum Net Tangible Assets Required For Business Combination				$ 5,000,001
Percent of Shares Redeemable				100.00%
Interest On Dissolution Expenses				$ 100,000
Working capital				1,900,000
Working capital loans outstanding				0
Sponsor [Member]
Debt instrument face value				300,000
Class B [Member] | Founder Shares [Member]
Stock shares issued during the period value for services rendered			$ 25,000	$ 25,000
Trust Account member [Member]
Share Price				$ 10
Minimum [Member]
Equity Method Investment, Ownership Percentage				50.00%
Share Price				$ 10
Minimum [Member] | Trust Account member [Member]
Share Price				$ 10
IPO [Member]
Number of units issued		20,000,000
Gross proceeds from units issued		$ 200,000,000
Shares issued, price per share		$ 10
Private Placement Warrants [Member]
Number of warrants issued		6,000,000
Number of warrants issued, price per share		$ 1
Proceeds from warrants issued		$ 6,000,000
Over-Allotment Option [Member]
Number of units issued	$ 737,202
Number of warrants issued	147,440
Number of warrants issued, price per share	$ 1
Proceeds from warrants issued	$ 7,519,460
Shares issued, price per share	$ 10

Summary of Significant Accoun_4

Summary of Significant Accounting Policies - Additional Information (Detail) - USD ($)	Sep. 25, 2020	Mar. 31, 2021	Dec. 31, 2020
Cash equivalents		$ 0	$ 0
Offering costs charged to equity	$ 11,906,606
Unrecognized Tax Benefits		0
Unrecognized Tax Benefits, Income Tax Penalties and Interest Accrued			$ 0
Interest earned on investments held in Trust Account		9,704
FDIC Insured Amount		250,000
Payments for underwriting expense		768,391
IPO [Member]
Payment of stock issuance cost		$ 11,138,216
Warrant [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount		16,516,041

Summary of Significant Accoun_5

Summary of Significant Accounting Policies - Schedule of Earnings Per Share Basic And Diluted (Detail)	3 Months Ended
	Mar. 31, 2021USD ($)$ / sharesshares
Net Income (Loss) Attributable to Redeemable Noncontrolling Interest [Abstract]
Interest Income	$ 9,704
Numerator: Net Income (Loss) minus Redeemable Net Earnings
Net Income (Loss)	(33,671,616)
Non-Redeemable Net Loss	(2,393,428)
Common Class A [Member]
Net Income (Loss) Attributable to Redeemable Noncontrolling Interest [Abstract]
Interest Income	9,704
Redeemable Net Earnings	$ 9,704
Denominator: Weighted Average Redeemable Class A Ordinary Shares
Redeemable Class A Ordinary Shares, Basic and Diluted | shares	20,737,202
Basic and diluted earnings per share – Redeemable Class A Ordinary Shares | $ / shares	$ 0
Numerator: Net Income (Loss) minus Redeemable Net Earnings
Redeemable Net Earnings	$ 9,704
Denominator: Weighted Average Non-Redeemable Class B Ordinary Shares
Non-Redeemable Class B Ordinary Shares, Basic and Diluted | shares	20,737,202
Basic and diluted earnings (loss) per share – Non-Redeemable Class B Ordinary Shares | $ / shares	$ 0
Common Class B [Member]
Net Income (Loss) Attributable to Redeemable Noncontrolling Interest [Abstract]
Redeemable Net Earnings	$ (9,704)
Denominator: Weighted Average Redeemable Class A Ordinary Shares
Redeemable Class A Ordinary Shares, Basic and Diluted | shares	5,184,300
Basic and diluted earnings per share – Redeemable Class A Ordinary Shares | $ / shares	$ (6.50)
Numerator: Net Income (Loss) minus Redeemable Net Earnings
Net Income (Loss)	$ (33,671,616)
Redeemable Net Earnings	(9,704)
Non-Redeemable Net Loss	$ (33,681,320)
Denominator: Weighted Average Non-Redeemable Class B Ordinary Shares
Non-Redeemable Class B Ordinary Shares, Basic and Diluted | shares	5,184,300
Basic and diluted earnings (loss) per share – Non-Redeemable Class B Ordinary Shares | $ / shares	$ (6.50)

Initial Public offering - Addit

Initial Public offering - Additional Information (Detail) - USD ($)	Oct. 01, 2020	Sep. 25, 2020
Disclosure Of Initial Public Offer [Line Items]
Exercise price of warrants		$ 11.50
Public Warrants [Member]
Disclosure Of Initial Public Offer [Line Items]
Number Of Securities Called By Each Warrant Or Right	1
Exercise price of warrants	$ 11.50
IPO [Member]
Disclosure Of Initial Public Offer [Line Items]
Number of units issued		$ 20,000,000
Shares issued, price per share		$ 10
Over-Allotment Option [Member]
Disclosure Of Initial Public Offer [Line Items]
Number of units issued	$ 737,202
Shares issued, price per share	$ 10

Private Placement - Additional

Private Placement - Additional Information (Detail) - USD ($)	Oct. 01, 2020	Sep. 25, 2020	Mar. 31, 2021
Private Placement [Line Items]
Exercise price of warrants		$ 11.50
Private Placement Warrants [Member]
Private Placement [Line Items]
Proceeds from warrants issued		$ 6,000,000
Private Placement [Member] | Private Placement Warrants [Member]
Private Placement [Line Items]
Number of warrants issued	147,440	6,000,000
Number of warrants issued, price per share	$ 1		$ 1

Related Party Transactions - Ad

Related Party Transactions - Additional Information (Detail) - USD ($)	Oct. 01, 2020	Aug. 03, 2020	Mar. 31, 2021	Dec. 31, 2020
Minimum [Member]
Related Party Transaction [Line Items]
Share Price			$ 10
Sponsor [Member] | Working Capital Loans [Member]
Related Party Transaction [Line Items]
Working capital loan convertible into warrants			$ 1,500,000
Debt instrument conversion price			$ 1
Working capital loans outstanding			$ 0
Sponsor [Member] | Administrative Support Agreement [Member]
Related Party Transaction [Line Items]
Related party transaction expenses			30,000	$ 10,000
Due to officers or stockholders, current			$ 60,000	$ 30,000
Founder Shares [Member] | Lock In Period One [Member]
Related Party Transaction [Line Items]
Lock in period after business combination founder shares			1 year
Founder Shares [Member] | Lock In Period Two [Member] | Minimum [Member]
Related Party Transaction [Line Items]
Lock in period after business combination founder shares			150 days
Class A [Member]
Related Party Transaction [Line Items]
Common Stock, Shares, Outstanding			6,792,152	3,424,991
Class A [Member] | Founder Shares [Member]
Related Party Transaction [Line Items]
Percentage of common stock shares outstanding			20.00%
Number of consecutive trading days for determining the share price			20 days
Number of trading days for determining the share price			30 days
Class A [Member] | Founder Shares [Member] | Minimum [Member]
Related Party Transaction [Line Items]
Share Price			$ 12
Class B [Member]
Related Party Transaction [Line Items]
Common Stock, Shares, Outstanding			5,184,300	5,184,300
Class B [Member] | Founder Shares [Member]
Related Party Transaction [Line Items]
Stock shares issued during the period shares for services rendered		5,750,000
Stock shares issued during the period value for services rendered		$ 25,000	$ 25,000
Common Stock, Shares, Outstanding	5,184,300	5,690,000
Common stock share subject to forfeiture			750,000
Percentage of common stock shares outstanding			20.00%
Share based compensation other than employee stock scheme shares forfeited during the period	565,700
Common stock shares not subject to forfeiture			184,300
Class B [Member] | Founder Shares [Member] | Board Of Directors [Member]
Related Party Transaction [Line Items]
Shares transferred to related party		60,000

Commitments and Contingencies -

Commitments and Contingencies - Additional Information (Detail) - USD ($)	Jan. 11, 2021	Mar. 31, 2021	Dec. 31, 2020
Commitments And Contingencies [Line Items]
Deferred underwriting fee payable		$ 7,258,021	$ 7,258,021
Bakkt Pubco [Member]
Commitments And Contingencies [Line Items]
Business combination, consideration received through shares	208,200,000
Underwriting Agreement [Member]
Commitments And Contingencies [Line Items]
Deferred underwriting fee payable per share		$ 0.35
Deferred underwriting fee payable		$ 7,258,021
Class A [Member] | Subscription Agreement [Member] | PIPE Investors [Member]
Commitments And Contingencies [Line Items]
Common stock shares subscribed but not yet issued	32,500,000
Common stock shares subscribed value	$ 325,000,000
Common Class V [Member] | Bakkt Pubco [Member]
Commitments And Contingencies [Line Items]
Business combination, consideration received through shares	208,200,000

Shareholders' Equity - Addition

Shareholders' Equity - Additional Information (Detail) - $ / shares	3 Months Ended
	Mar. 31, 2021	Dec. 31, 2020	Oct. 01, 2020	Aug. 03, 2020
Subsidiary or Equity Method Investee [Line Items]
Preferred stock shares authorized	1,000,000	1,000,000
Preferred Stock par or stated value per share	$ 0.0001	$ 0.0001
Preferred Stock, Shares Issued	0	0
Preferred Stock, Shares Outstanding	0	0
Class A [Member]
Subsidiary or Equity Method Investee [Line Items]
Common Stock, Shares Authorized	200,000,000	200,000,000
Common stock description of voting rights	one vote
Common Stock, Par Value	$ 0.0001	$ 0.0001
Common Stock, Shares, Issued	6,792,152	3,424,991
Common Stock, Shares, Outstanding	6,792,152	3,424,991
Temporary equity shares outstanding	13,945,050	17,312,211
Class A [Member] | Non-US [Member]
Subsidiary or Equity Method Investee [Line Items]
Common stock description of voting rights	ten votes per share
Class A [Member] | Founder Shares [Member]
Subsidiary or Equity Method Investee [Line Items]
Percentage of common stock shares outstanding	20.00%
Class B [Member]
Subsidiary or Equity Method Investee [Line Items]
Common Stock, Shares Authorized	20,000,000	20,000,000
Common stock description of voting rights	one vote
Common Stock, Par Value	$ 0.0001	$ 0.0001
Common Stock, Shares, Issued	5,184,300	5,184,300
Common Stock, Shares, Outstanding	5,184,300	5,184,300
Class B [Member] | Non-US [Member]
Subsidiary or Equity Method Investee [Line Items]
Common stock description of voting rights	one vote per share
Class B [Member] | Founder Shares [Member]
Subsidiary or Equity Method Investee [Line Items]
Common Stock, Shares, Outstanding			5,184,300	5,690,000
Percentage of common stock shares outstanding	20.00%

Warrants - Additional Informati

Warrants - Additional Information (Detail)	3 Months Ended
	Mar. 31, 2021$ / shares
Subsidiary or Equity Method Investee [Line Items]
Class of warrants or rights term	5 years
Sale of stock issue price per share	$ 9.20
Event Trigerring The Value Of Warrants [Member]
Subsidiary or Equity Method Investee [Line Items]
Share Price	$ 9.20
Number of consecutive trading days for determining the share price	10 days
Percentage of gross proceeds from share issue for the purposes of business combination	60.00%
Event Trigerring The Value Of Warrants [Member] | Market Value [Member]
Subsidiary or Equity Method Investee [Line Items]
Redemption price of warrants in percentage	115.00%
Redemption price of common stock percentage	180.00%
Event Trigerring The Value Of Warrants [Member] | Newly Issued Price [Member]
Subsidiary or Equity Method Investee [Line Items]
Redemption price of warrants in percentage	115.00%
Redemption price of common stock percentage	180.00%
Minimum [Member]
Subsidiary or Equity Method Investee [Line Items]
Share Price	$ 10
Triggering Share Price One [Member] | Maximum [Member]
Subsidiary or Equity Method Investee [Line Items]
Share Price	$ 18
Number of consecutive trading days for determining the share price	20 days
Number of trading days for determining the share price	30 days
Triggering Share Price One [Member] | Minimum [Member]
Subsidiary or Equity Method Investee [Line Items]
Share Price	$ 18
Number of days of notice to be given for the redemption of warrants	30 days
Number of consecutive trading days for determining the share price	20 days
Number of trading days for determining the share price	30 days
Number of days prior to the date of notifying the warrant holders for determining the total trading period	3 days
Triggering Share Price One [Member] | Minimum [Member] | Warrant Redemption Price One [Member]
Subsidiary or Equity Method Investee [Line Items]
Class of warrants or rights redemption price	$ 0.01
Triggering Share Price Two [Member] | Minimum [Member]
Subsidiary or Equity Method Investee [Line Items]
Share Price	$ 10
Number of days of notice to be given for the redemption of warrants	30 days
Number of consecutive trading days for determining the share price	20 days
Number of trading days for determining the share price	30 days
Number of days prior to the date of notifying the warrant holders for determining the total trading period	3 days
Triggering Share Price Two [Member] | Minimum [Member] | Warrant Redemption Price Two [Member]
Subsidiary or Equity Method Investee [Line Items]
Class of warrants or rights redemption price	$ 0.10
Warrant Excercise Period One [Member]
Subsidiary or Equity Method Investee [Line Items]
Class of warrants or rights number of days from the closure of business combination within which excersing can be done	30 days
Warrant Excercise Period Two [Member]
Subsidiary or Equity Method Investee [Line Items]
Class of warrants or rights number of days from the closure of business combination within which excersing can be done	1 year
Private Placement Warrants And Class A Stock Issuable Upon Exercise Of Private Placement Warrants [Member]
Subsidiary or Equity Method Investee [Line Items]
Class of warrants or rights lock in period	30 days

Fair Value Measurements - Fair

Fair Value Measurements - Fair Value, Assets Measured on Recurring Basis (Detail) - USD ($)	Mar. 31, 2021	Oct. 01, 2020
Assets:
Cash and marketable securities held in Trust Account		$ 207,372,020
Public Warrants [Member]
Liabilities:
Warrant Liability	$ 10,368,601
Fair Value, Recurring [Member]
Assets:
Cash and marketable securities held in Trust Account	207,385,917
Fair Value, Recurring [Member] | Private Placement Warrants [Member]
Liabilities:
Warrant Liability	23,114,374
Fair Value, Recurring [Member] | Public Warrants [Member]
Liabilities:
Warrant Liability	30,691,059
Fair Value, Recurring [Member] | Fair Value, Inputs, Level 1 [Member]
Assets:
Cash and marketable securities held in Trust Account	207,385,917
Fair Value, Recurring [Member] | Fair Value, Inputs, Level 1 [Member] | Public Warrants [Member]
Liabilities:
Warrant Liability	30,691,059
Fair Value, Recurring [Member] | Fair Value, Inputs, Level 3 [Member] | Private Placement Warrants [Member]
Liabilities:
Warrant Liability	$ 23,114,374

Fair Value Measurements - Fai_2

Fair Value Measurements - Fair Value Measurements Inputs (Detail) - Fair Value, Inputs, Level 3 [Member]	Mar. 31, 2021yr	Dec. 31, 2020yr
Stock Price
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Fair value measurements	12.99	10.08
Exercise price
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Fair value measurements	11.50	11.50
Risk-free interest rate
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Fair value measurements	0.92	0.36
Expected volatility
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Fair value measurements	25	25
Term (in years)
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Fair value measurements	5	5
Dividend yield
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Fair value measurements	0	0

Fair Value Measurements - Fai_3

Fair Value Measurements - Fair Value of Derivative Warrant Liabilities (Detail) - Private Placement Warrants [Member] - Fair Value, Inputs, Level 3 [Member]	3 Months Ended
	Mar. 31, 2021USD ($)
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Fair value as of January 1, 2021	$ 11,003,918
Change in fair value	12,110,456
Fair value as of March 31, 2021	$ 23,114,374

Fair Value Measurements - Addit

Fair Value Measurements - Additional Information (Detail) - USD ($)	3 Months Ended
	Mar. 31, 2021	Dec. 31, 2020
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets held in trust non current	$ 207,385,917	$ 207,376,213
Transfer from level one to level two assets	0
Transfer from level two to level one assets	0
Private Placement Warrants [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrants outstanding	6,147,440
Public Warrants [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrants outstanding	10,368,601
Fair Value, Inputs, Level 1 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Transfer from level one to level three assets	0
Transfer from level three to level one assets	0
Fair Value, Inputs, Level 2 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Transfer from level one to level three assets	0
Transfer from level three to level one assets	0
US Treasury Securities [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets held in trust non current	$ 207,385,917	$ 207,376,213