Cover
Cover | 12 Months Ended |
Dec. 31, 2021 | |
Document Information [Line Items] | |
Document Type | POS AM |
Entity Registrant Name | Bakkt Holdings, Inc. |
Entity Filer Category | Non-accelerated Filer |
Entity Small Business | true |
Entity Emerging Growth Company | true |
Entity Ex Transition Period | false |
Amendment Flag | true |
Entity Central Index Key | 0001820302 |
Amendment Description | On November 12, 2021, we filed a registration statement with the Securities and Exchange Commission (the “SEC”), on Form S-1 (File No. 333-261034), as amended by Amendment No. 1 thereto filed with the SEC on December 8, 2021 and subsequently declared effective by the SEC on December 15, 2021 (as amended, the “Registration Statement”). The Registration Statement registered (i) the issuance and sale by us, and the resale by the selling Securityholders, from time to time, of up to 190,726,638 shares of Class A common stock, par value $0.0001 per share (“Class A Common Stock”), issuable upon the exchange of an equal number of Paired Interests (the “Legacy Opco Shares”) and (ii) the resale from time to time by the Selling Securityholders of (a) 32,500,000 shares of Class A Common Stock (the “PIPE Shares”) issued in the PIPE Financing; (b) 5,184,300 shares of Class A Common Stock issued to VPC Impact Acquisition Holdings Sponsor, LLC (the “Sponsor”) and certain of its affiliates that relate to securities acquired by them prior to the initial public offering (the “Founder Shares”); and (c) 3,151,890 shares of Class A Common Stock issued to the Sponsor upon the exercise of a portion of the Private Placement Warrants (the “Private Warrant Shares”). Unless otherwise defined, capitalized terms have the meanings ascribed to them in the section entitled “About this Prospectus” below. This post-effective amendment is being filed to (i) include the information in our Annual Report on Form 10-K for the year ended December 31, 2021 that was filed on March 31, 2022; and (ii) update certain other information in the Registration Statement. No additional securities are being registered under this post-effective amendment and all applicable registration and filing fees were paid in connection with prior filings of the Registration Statement. |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2021 | Oct. 14, 2021 | Dec. 31, 2020 | |
Current Assets: | ||||
Cash and cash equivalents | $ 391,364,000 | $ 13,911,000 | $ 75,361,000 | |
Prepaid expenses | 32,206,000 | 734,000 | ||
Restricted cash | 16,500,000 | 16,500,000 | 16,500,000 | |
Customer funds | 551,000 | 81,000 | ||
Accounts receivable, net | 18,142,000 | 10,408,000 | ||
Investment in shares of affiliate stock, current | 1,823,000 | |||
Deposits with clearinghouse, current (affiliate in Predecessor period) | [1] | 20,200,000 | ||
Other current assets | 4,784,000 | 6,956,000 | ||
Total current assets | 463,547,000 | 132,063,000 | ||
Property, equipment and software, net | 6,121,000 | 19,957,000 | ||
Goodwill | 1,527,118,000 | 1,527,071,000 | 233,429,000 | |
Intangible assets, net | 388,469,000 | 62,199,000 | ||
Deposits with clearinghouse, noncurrent (affiliate in Predecessor period) | [1] | 15,151,000 | 15,150,000 | |
Other assets | 13,879,000 | 5,578,000 | ||
Total assets | 2,414,285,000 | 468,376,000 | ||
Current liabilities: | ||||
Accounts payable and accrued liabilities | 64,090,000 | 42,915,000 | ||
Customer funds payable | 551,000 | 81,000 | ||
Deferred revenue, current | 4,629,000 | 4,282,000 | ||
Due to related party (affiliate in Predecessor period) | [1] | 617,000 | 1,856,000 | |
Other current liabilities | 3,717,000 | 1,943,000 | ||
Total current liabilities | 73,604,000 | 51,077,000 | ||
Deferred revenue, noncurrent | 4,819,000 | 4,103,000 | ||
Warrant liability | 17,424,000 | |||
Deferred tax liabilities, net | 11,593,000 | 95,000 | ||
Other noncurrent liabilities | 12,674,000 | 3,319,000 | ||
Total liabilities | 120,114,000 | 58,594,000 | ||
Commitments and Contingencies (Note 14) | ||||
Mezzanine equity: | ||||
Incentive units (156,000,000 authorized, 103,318,325 unvested units and 85,875,000 unvested units issued and outstanding as of December 31, 2020) | 207,372,000 | 21,452,000 | ||
Stockholders' equity: | ||||
Class B warrant (Note 10) | 5,426,000 | |||
Additional paid-in capital | 566,766,000 | |||
Accumulated other comprehensive income (loss) | (55,000) | 191,000 | ||
Accumulated deficit | (98,342,000) | (112,504,000) | ||
Total stockholders' equity and members' equity. | 468,396,000 | 388,330,000 | ||
Noncontrolling interest | 1,825,775,000 | |||
Total equity | 2,294,171,000 | 207,372,000 | 388,330,000 | |
Total liabilities, stockholders' equity and members' equity | 2,414,285,000 | 468,376,000 | ||
VPC IMPACT ACQUISITION HOLDINGS [Member] | ||||
Current Assets: | ||||
Cash | 528,642 | 1,177,678 | ||
Prepaid expenses | 234,959 | |||
Total current assets | 528,642 | 1,412,637 | ||
Cash and investments held in Trust Account | 207,396,459 | 207,376,213 | ||
Total assets | 207,925,101 | 208,788,850 | ||
Current liabilities: | ||||
Accounts payable and accrued liabilities | 15,798,751 | 893,415 | ||
Accrued offering costs | 2,230 | |||
Total current liabilities | 15,798,751 | 895,645 | ||
Warrant liability | 31,842,785 | 22,513,065 | ||
Deferred underwriting fee payable | 7,258,021 | 7,258,021 | ||
Total liabilities | 54,899,557 | 30,666,731 | ||
Class A ordinary shares subject to possible redemption, 20,737,202 shares at $10.00 per share as of October 14, 2021 and December 31, 2020 | 207,372,020 | 207,372,020 | ||
Stockholders' equity: | ||||
Accumulated deficit | (54,346,994) | (29,250,419) | ||
Total stockholders' equity and members' equity. | (54,346,476) | (29,249,901) | ||
Total equity | (54,346,476) | (29,249,901) | ||
Total liabilities, stockholders' equity and members' equity | 207,925,101 | 208,788,850 | ||
Class A Voting Units | ||||
Stockholders' equity: | ||||
Voting units, value | 2,613,000 | |||
Class B Voting Units | ||||
Stockholders' equity: | ||||
Voting units, value | 182,500,000 | |||
Class C Voting Units | ||||
Stockholders' equity: | ||||
Voting units, value | 310,104,000 | |||
Class A Common Stock | ||||
Stockholders' equity: | ||||
Common stock, value | 6,000 | |||
Class A Common Stock | VPC IMPACT ACQUISITION HOLDINGS [Member] | ||||
Current liabilities: | ||||
Class A ordinary shares subject to possible redemption, 20,737,202 shares at $10.00 per share as of October 14, 2021 and December 31, 2020 | 207,372,020 | 207,372,020 | ||
Class V Common Stock | ||||
Stockholders' equity: | ||||
Common stock, value | $ 21,000 | |||
Common Class B [Member] | VPC IMPACT ACQUISITION HOLDINGS [Member] | ||||
Stockholders' equity: | ||||
Common Stock | $ 518 | $ 518 | ||
[1] | As a result of the Business Combination (Note 4), ICE and its affiliates are no longer our affiliates. Refer to Note 8 for our related party disclosures. |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parentheticals) - $ / shares | Oct. 14, 2021 | Dec. 31, 2020 |
Incentive units, shares authorized | 156,000,000 | |
Incentive units, shares issued | 103,318,325 | |
Incentive units, shares outstanding | 85,875,000 | |
VPC IMPACT ACQUISITION HOLDINGS [Member] | ||
Incentive units, shares authorized | 20,737,202 | 20,737,202 |
Temporary equity par value (in usd per share) | $ 10 | $ 10 |
Preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Preferred Stock, Share Outstanding | 0 | 0 |
Preferred stock, shares issued | 0 | 0 |
Class A Voting Units | ||
Voting units, shares authorized | 413,000,000 | |
Voting units, shares issued | 400,000,000 | |
Voting units, shares outstanding | 400,000,000 | |
Class B Voting Units | ||
Voting units, shares authorized | 212,500,000 | |
Voting units, shares issued | 182,500,000 | |
Voting units, shares outstanding | 182,500,000 | |
Class C Voting Units | ||
Voting units, shares authorized | 284,000,000 | |
Voting units, shares issued | 270,270,270 | |
Voting units, shares outstanding | 270,270,270 | |
Class A Common Stock | VPC IMPACT ACQUISITION HOLDINGS [Member] | ||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 200,000,000 | 200,000,000 |
Common Class B [Member] | ||
Common stock, shares outstanding | 5,184,300 | 5,184,300 |
Common Class B [Member] | VPC IMPACT ACQUISITION HOLDINGS [Member] | ||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 20,000,000 | 20,000,000 |
Common stock, shares issued (in shares) | 5,184,300 | 5,184,300 |
Common stock, shares outstanding | 5,184,300 | 5,184,300 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 3 Months Ended | 5 Months Ended | 9 Months Ended | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | Oct. 14, 2021 | Dec. 31, 2020 | ||
Revenues: | |||||
Net revenues (includes related party net revenues of $71 and affiliate net revenues of $136 and $(2,007), respectively) (1) | [1] | $ 11,481,000 | $ 27,956,000 | $ 28,495,000 | |
Operating expenses: | |||||
Compensation and benefits | 62,180,000 | 91,275,000 | 43,141,000 | ||
Professional services | 3,034,000 | 5,175,000 | 5,751,000 | ||
Technology and communication | 3,056,000 | 10,384,000 | 9,741,000 | ||
Selling, general and administrative | 8,521,000 | 20,309,000 | 8,219,000 | ||
Acquisition-related expenses | 1,603,000 | 24,793,000 | 13,372,000 | ||
Depreciation and amortization | 5,422,000 | 9,620,000 | 8,159,000 | ||
Related party expenses (affiliate in Predecessor periods) | [1] | 617,000 | 1,484,000 | 3,082,000 | |
Impairment of long-lived assets | 1,196,000 | 3,598,000 | 15,292,000 | ||
Other operating expenses | 398,000 | 1,379,000 | 857,000 | ||
Total operating expenses | 86,027,000 | 168,017,000 | 107,614,000 | ||
Operating loss | (74,546,000) | (140,061,000) | (79,119,000) | ||
Interest income (expense), net | 11,000 | (247,000) | 123,000 | ||
Loss from change in fair value of warrant liability | (79,373,000) | ||||
Other income (expense), net | 832,000 | 487,000 | (218,000) | ||
Loss before income taxes | (153,076,000) | (139,821,000) | (79,214,000) | ||
Income tax (expense) benefit | (11,751,000) | 602,000 | (391,000) | ||
Net loss | (164,827,000) | (139,219,000) | (79,605,000) | ||
Less: Net loss attributable to noncontrolling interest | (120,832,000) | ||||
Net loss attributable to Bakkt Holdings, Inc. | $ (43,995,000) | ||||
Net loss per share attributable to Bakkt Holdings, Inc. Class A common stockholders per share: | |||||
Basic (in dollars per share) | $ 0.81 | ||||
Diluted (in dollars per share) | $ 0.81 | ||||
VPC IMPACT ACQUISITION HOLDINGS [Member] | |||||
General and administrative expenses | $ 1,006,862 | 15,791,577 | |||
Other income (expense): | |||||
Other Income | 0 | 4,476 | |||
Interest earned on investments held in Trust Account | 4,193 | 20,246 | 4,193 | ||
Transaction Costs allocable to warrant liabilities | (768,391) | 0 | 768,391 | ||
Operating expenses: | |||||
Operating loss | (1,006,862) | (15,791,577) | |||
Loss from change in fair value of warrant liability | (3,090,130) | (9,329,720) | (3,090,130) | ||
Other income (expense), net | (3,854,328) | (9,304,998) | |||
Net loss | (4,861,190) | (25,096,575) | $ (4,861,190) | ||
Class A [Member] | VPC IMPACT ACQUISITION HOLDINGS [Member] | |||||
Operating expenses: | |||||
Net loss attributable to Bakkt Holdings, Inc. | $ (3,520,953) | $ (20,077,260) | |||
Net loss per share attributable to Bakkt Holdings, Inc. Class A common stockholders per share: | |||||
Weighted average shares outstanding | 13,429,289 | 20,737,202 | |||
Basic and diluted net loss per share | $ (0.26) | $ (0.97) | |||
Class B [Member] | VPC IMPACT ACQUISITION HOLDINGS [Member] | |||||
Operating expenses: | |||||
Net loss attributable to Bakkt Holdings, Inc. | $ (1,340,237) | $ (5,019,315) | |||
Net loss per share attributable to Bakkt Holdings, Inc. Class A common stockholders per share: | |||||
Weighted average shares outstanding | 5,111,809 | 5,184,300 | |||
Basic and diluted net loss per share | $ (0.26) | $ (0.97) | |||
[1] | (1)As a result of the Business Combination (Note 4), ICE and its affiliates are no longer our affiliates. Refer to Note 8 for our related party disclosures. |
Consolidated Statements of Op_2
Consolidated Statements of Operations (Parentheticals) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended |
Dec. 31, 2021 | Oct. 14, 2021 | Dec. 31, 2020 | |
Income Statement [Abstract] | |||
Related party net revenues | $ 71 | $ 136 | $ 2,007 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Loss - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended |
Dec. 31, 2021 | Oct. 14, 2021 | Dec. 31, 2020 | |
Statement of Comprehensive Income [Abstract] | |||
Net loss | $ (164,827) | $ (139,219) | $ (79,605) |
Currency translation adjustment, net of tax | (259) | 248 | 191 |
Comprehensive loss | (165,086) | $ (138,971) | $ (79,414) |
Comprehensive loss attributable to noncontrolling interest | (121,036) | ||
Comprehensive loss attributable to Bakkt Holdings, Inc. | $ (44,050) |
Consolidated Statements of Chan
Consolidated Statements of Changes in Members' Equity and Mezzanine Equity - USD ($) | Total | VPC IMPACT ACQUISITION HOLDINGS [Member] | Conversion Of Class A Ordinary Shares And Class B Ordinary Shares Into Class A Common Stock | Class C Voting Units | Common Class A | Class B Ordinary SharesVPC IMPACT ACQUISITION HOLDINGS [Member] | Incentive Units | Member Units | Member UnitsConversion Of Class A Ordinary Shares And Class B Ordinary Shares Into Class A Common Stock | Member UnitsIssuance Of Class V Common Stock For Opco Incentive Units | Member UnitsClass A Voting Units | Member UnitsClass B Voting Units | Member UnitsClass B Voting UnitsClass B Warrant | Member UnitsClass C Voting Units | Private and public warrantsClass B Warrant | Private and public warrantsClass C Warrant | Private and public warrantsClass B Ordinary Shares | Accumulated Deficit | Accumulated DeficitVPC IMPACT ACQUISITION HOLDINGS [Member] | Accumulated Other Comprehensive Income | Common StockCommon Class A | Common StockCommon Class AConversion Of Class A Ordinary Shares And Class B Ordinary Shares Into Class A Common Stock | Common StockClass V Common Stock | Common StockClass V Common StockIssuance Of Class V Common Stock For Opco Incentive Units | Common StockClass B Ordinary Shares | Common StockClass B Ordinary SharesVPC IMPACT ACQUISITION HOLDINGS [Member] | Common StockClass B Ordinary SharesConversion Of Class A Ordinary Shares And Class B Ordinary Shares Into Class A Common Stock | Common StockClass A Ordinary Shares | Additional Paid-in Capital | Additional Paid-in CapitalVPC IMPACT ACQUISITION HOLDINGS [Member] | Additional Paid-in CapitalConversion Of Class A Ordinary Shares And Class B Ordinary Shares Into Class A Common Stock | Total Stockholders' Equity | Total Stockholders' EquityConversion Of Class A Ordinary Shares And Class B Ordinary Shares Into Class A Common Stock | Total Stockholders' EquityIssuance Of Class V Common Stock For Opco Incentive Units | Total Stockholders' EquityIncentive Units | Noncontrolling Interest | Noncontrolling InterestIssuance Of Class V Common Stock For Opco Incentive Units |
Beginning balance (in shares) at Dec. 31, 2019 | 400,000,000 | 182,500,000 | |||||||||||||||||||||||||||||||||||
Beginning balance at Dec. 31, 2019 | $ 10,515,000 | $ 10,515,000 | $ 1,916,000 | $ 182,500,000 | $ (32,899,000) | $ 151,517,000 | |||||||||||||||||||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||||||||||||||||||||||||
Issuance of Class A voting units and Issuance of common stock to PIPE investors, net of issuance costs (in shares) | 270,270,270 | ||||||||||||||||||||||||||||||||||||
Issuance of Class A voting units and Issuance of common stock to PIPE investors, net of issuance costs | $ 697,000 | $ 300,000,000 | 697,000 | ||||||||||||||||||||||||||||||||||
Pushdown accounting resulting from Bridge2 Solutions acquisition (Note 4) | $ 10,104,000 | 10,104,000 | |||||||||||||||||||||||||||||||||||
Issuance of Class B warrant (Note 10) | $ 5,426,000 | 5,426,000 | |||||||||||||||||||||||||||||||||||
Vesting of Class C warrant (Note 10) | $ 300,000,000 | ||||||||||||||||||||||||||||||||||||
Unit-based compensation (Note 11) | 10,937,000 | 10,937,000 | |||||||||||||||||||||||||||||||||||
Currency translation adjustment, net of tax | 191,000 | $ 191,000 | 191,000 | ||||||||||||||||||||||||||||||||||
Net loss | (79,605,000) | $ (4,861,190) | (79,605,000) | (79,605,000) | |||||||||||||||||||||||||||||||||
Ending balance (in shares) at Dec. 31, 2020 | 400,000,000 | 182,500,000 | 270,270,270 | 5,184,300 | |||||||||||||||||||||||||||||||||
Ending balance at Dec. 31, 2020 | 21,452,000 | $ 2,613,000 | $ 182,500,000 | $ 310,104,000 | $ 5,426,000 | (112,504,000) | 191,000 | 388,330,000 | $ 21,452,000 | ||||||||||||||||||||||||||||
Ending balance at Dec. 31, 2020 | 388,330,000 | (29,249,901) | $ (54,346,000) | $ (29,250,419) | $ 518 | ||||||||||||||||||||||||||||||||
Beginning balance (in shares) at Jul. 30, 2020 | 0 | ||||||||||||||||||||||||||||||||||||
Beginning balance at Jul. 30, 2020 | 0 | 0 | |||||||||||||||||||||||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||||||||||||||||||||||||
Forfeiture and cancellation of common units (Note 11) (in shares) | (565,700) | (565,700) | |||||||||||||||||||||||||||||||||||
Forfeiture and cancellation of common units (Note 11) | $ (57) | ||||||||||||||||||||||||||||||||||||
Issuance of Class B ordinary shares to Sponsor | 25,000 | $ 575 | $ 24,425 | ||||||||||||||||||||||||||||||||||
Issuance of Class B ordinary shares to Sponsor (in shares) | 5,750,000 | ||||||||||||||||||||||||||||||||||||
Accretion for Class A ordinary shares to redemption amount | (24,413,711) | (24,389,286) | $ (24,425) | ||||||||||||||||||||||||||||||||||
Net loss | (4,861,190) | (4,861,190) | |||||||||||||||||||||||||||||||||||
Ending balance (in shares) at Dec. 31, 2020 | 400,000,000 | 182,500,000 | 270,270,270 | 5,184,300 | |||||||||||||||||||||||||||||||||
Ending balance at Dec. 31, 2020 | 21,452,000 | $ 2,613,000 | $ 182,500,000 | $ 310,104,000 | 5,426,000 | (112,504,000) | 191,000 | 388,330,000 | 21,452,000 | ||||||||||||||||||||||||||||
Ending balance at Dec. 31, 2020 | $ 388,330,000 | (29,249,901) | (54,346,000) | (29,250,419) | $ 518 | ||||||||||||||||||||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||||||||||||||||||||||||
Net loss | (33,671,616) | ||||||||||||||||||||||||||||||||||||
Ending balance (in shares) at Mar. 31, 2021 | 5,184,300 | ||||||||||||||||||||||||||||||||||||
Ending balance at Mar. 31, 2021 | (62,921,517) | (62,922,035) | $ 518 | ||||||||||||||||||||||||||||||||||
Incentive units beginning balance (in shares) at Dec. 31, 2020 | 85,875,000 | 20,737,202 | |||||||||||||||||||||||||||||||||||
Mezzanine equity beginning balance at Dec. 31, 2020 | $ 21,452,000 | ||||||||||||||||||||||||||||||||||||
Beginning balance (in shares) at Dec. 31, 2020 | 400,000,000 | 182,500,000 | 270,270,270 | 5,184,300 | |||||||||||||||||||||||||||||||||
Beginning balance at Dec. 31, 2020 | 21,452,000 | $ 2,613,000 | $ 182,500,000 | $ 310,104,000 | $ 5,426,000 | (112,504,000) | 191,000 | 388,330,000 | $ 21,452,000 | ||||||||||||||||||||||||||||
Beginning balance at Dec. 31, 2020 | 388,330,000 | (29,249,901) | (54,346,000) | (29,250,419) | $ 518 | ||||||||||||||||||||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||||||||||||||||||||||||
Issuance of Class A voting units and Issuance of common stock to PIPE investors, net of issuance costs | $ 185,000 | 185,000 | |||||||||||||||||||||||||||||||||||
Exercise of warrants (Notes 9) (in shares) | 9,953,454 | ||||||||||||||||||||||||||||||||||||
Exercise of warrants (Note 9) | $ 5,426,000 | $ (5,426,000) | |||||||||||||||||||||||||||||||||||
Vesting of Class C warrant (Note 10) | 969,000 | $ 969,000 | |||||||||||||||||||||||||||||||||||
Unit-based compensation (Note 11) | 26,538,000 | 26,538,000 | |||||||||||||||||||||||||||||||||||
Issuance of Class B ordinary shares to Sponsor | 25,000 | ||||||||||||||||||||||||||||||||||||
Currency translation adjustment, net of tax | 248,000 | 248,000 | 248,000 | ||||||||||||||||||||||||||||||||||
Net loss | (139,219,000) | (25,096,575) | (139,219,000) | (139,219,000) | |||||||||||||||||||||||||||||||||
Ending balance (in shares) at Oct. 14, 2021 | 400,000,000 | 192,453,454 | 270,270,270 | 5,184,300 | 5,184,300 | ||||||||||||||||||||||||||||||||
Ending balance at Oct. 14, 2021 | 47,990,000 | 47,990,000 | $ 2,798,000 | $ 187,926,000 | $ 310,104,000 | 969,000 | (251,723,000) | 439,000 | 250,513,000 | ||||||||||||||||||||||||||||
Ending balance at Oct. 14, 2021 | $ 207,372,000 | (54,346,476) | (54,347,000) | (54,346,994) | $ 1,000 | $ 518 | (54,346,000) | ||||||||||||||||||||||||||||||
Incentive units beginning balance (in shares) at Dec. 31, 2020 | 85,875,000 | 20,737,202 | |||||||||||||||||||||||||||||||||||
Mezzanine equity beginning balance at Dec. 31, 2020 | $ 21,452,000 | ||||||||||||||||||||||||||||||||||||
Beginning balance (in shares) at Mar. 31, 2021 | 5,184,300 | ||||||||||||||||||||||||||||||||||||
Beginning balance at Mar. 31, 2021 | (62,921,517) | (62,922,035) | $ 518 | ||||||||||||||||||||||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||||||||||||||||||||||||
Net loss | 21,269,658 | ||||||||||||||||||||||||||||||||||||
Ending balance (in shares) at Jun. 30, 2021 | 5,184,300 | ||||||||||||||||||||||||||||||||||||
Ending balance at Jun. 30, 2021 | (41,651,859) | (41,652,377) | $ 518 | ||||||||||||||||||||||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||||||||||||||||||||||||
Net loss | (483,148) | ||||||||||||||||||||||||||||||||||||
Ending balance (in shares) at Sep. 30, 2021 | 5,184,300 | ||||||||||||||||||||||||||||||||||||
Ending balance at Sep. 30, 2021 | (42,135,007) | (42,135,525) | $ 518 | ||||||||||||||||||||||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||||||||||||||||||||||||
Net loss | (12,211,469) | ||||||||||||||||||||||||||||||||||||
Ending balance (in shares) at Oct. 14, 2021 | 400,000,000 | 192,453,454 | 270,270,270 | 5,184,300 | 5,184,300 | ||||||||||||||||||||||||||||||||
Ending balance at Oct. 14, 2021 | 47,990,000 | $ 47,990,000 | $ 2,798,000 | $ 187,926,000 | $ 310,104,000 | $ 969,000 | (251,723,000) | 439,000 | 250,513,000 | ||||||||||||||||||||||||||||
Ending balance at Oct. 14, 2021 | $ 207,372,000 | $ (54,346,476) | (54,347,000) | $ (54,346,994) | $ 1,000 | $ 518 | (54,346,000) | ||||||||||||||||||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||||||||||||||||||||||||
Issuance of Class A voting units and Issuance of common stock to PIPE investors, net of issuance costs (in shares) | 32,500,000 | ||||||||||||||||||||||||||||||||||||
Issuance of Class A voting units and Issuance of common stock to PIPE investors, net of issuance costs | 312,000,000 | $ 107,879,000 | $ 3 | $ 2,000 | $ 311,997,000 | 312,000,000 | $ 2,000 | $ 107,877,000 | |||||||||||||||||||||||||||||
Exercise of warrants (Notes 9) (in shares) | 7,194,928 | ||||||||||||||||||||||||||||||||||||
Exercise of warrants (Note 9) | 130,908,000 | $ 1 | 130,907,000 | 130,908,000 | |||||||||||||||||||||||||||||||||
Conversion of stock (in shares) | 17,473,362 | 7,194,928 | 17,469,460 | 189,933,286 | (5,184,300) | ||||||||||||||||||||||||||||||||
Conversion of stock | $ (1,000) | ||||||||||||||||||||||||||||||||||||
Share-based compensation (Note 11) | 1,022,000 | 1,022,000 | 1,022,000 | ||||||||||||||||||||||||||||||||||
Unit-based compensation (Note 11) | 46,786,000 | $ 46,786,000 | |||||||||||||||||||||||||||||||||||
Forfeiture and cancellation of common units (Note 11) (in shares) | (1,134,856) | ||||||||||||||||||||||||||||||||||||
Forfeiture and cancellation of common units (Note 11) | (4,602,000) | (4,602,000) | |||||||||||||||||||||||||||||||||||
Currency translation adjustment, net of tax | $ (259,000) | (259,000) | (55,000) | (55,000) | (204,000) | ||||||||||||||||||||||||||||||||
Net loss | (164,827,000) | (164,827,000) | (43,995,000) | (43,995,000) | (120,832,000) | ||||||||||||||||||||||||||||||||
Ending balance (in shares) at Dec. 31, 2021 | 57,164,388 | 206,271,792 | |||||||||||||||||||||||||||||||||||
Ending balance at Dec. 31, 2021 | 2,294,171,000 | $ (98,342,000) | $ (55,000) | $ 566,766,000 | 468,396,000 | 1,825,775,000 | |||||||||||||||||||||||||||||||
Ending balance at Dec. 31, 2021 | 2,294,171,000 | $ 6 | $ 21,000 | ||||||||||||||||||||||||||||||||||
Mezzanine equity beginning balance at Oct. 14, 2021 | 207,372,000 | ||||||||||||||||||||||||||||||||||||
Increase (Decrease) in Temporary Equity [Roll Forward] | |||||||||||||||||||||||||||||||||||||
Redemption of Class A ordinary shares (Note 4) | $ (84,530,000) | ||||||||||||||||||||||||||||||||||||
Redemption of Class A ordinary shares (Note 4) (in shares) | (8,452,042) | ||||||||||||||||||||||||||||||||||||
Conversion of Class A ordinary shares and Class B ordinary shares into Class A common stock (Note 4) | $ (122,842,000) | $ (122,842,000) | $ 1,796,769,000 | $ 122,841,000 | $ 2,000 | $ 19,000 | $ 122,840,000 | $ 19,000 | $ 122,841,000 | $ 1,796,750,000 | |||||||||||||||||||||||||||
Conversion of Class A ordinary shares and Class B ordinary shares into Class A common stock (Note 4) (in shares) | (12,285,160) |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended |
Dec. 31, 2021 | Oct. 14, 2021 | Dec. 31, 2020 | |
Cash flows from operating activities: | |||
Net loss | $ (164,827,000) | $ (139,219,000) | $ (79,605,000) |
Adjustments to reconcile net loss to net cash used in operating activities: | |||
Depreciation and amortization expense | 5,422,000 | 9,512,000 | 7,973,000 |
Non-cash lease expense | 249,000 | 946,000 | 1,388,000 |
Share-based compensation expense (Note 11) | 1,022,000 | ||
Unit-based compensation expense (Note 11) | 44,892,000 | 33,877,000 | 11,649,000 |
Recognition of affiliate capital contribution (Note 8) | 185,000 | 697,000 | |
Amortization of customer consideration asset (Note 10) | 1,743,000 | 388,000 | |
Deferred income taxes | 11,733,000 | 0 | (354,000) |
Impairment of long-lived assets | 1,196,000 | 3,598,000 | 15,292,000 |
Acquisition-related expenses | 1,378,000 | ||
Unrealized gain on investment in shares of affiliate stock (Note 8) | (628,000) | ||
Loss on sale of shares of affiliate stock | 63,000 | ||
Loss from change in fair value of warrant liability | 79,373,000 | ||
Gain on extinguishment of software license liability | (1,301,000) | ||
Modification and vesting of Class C warrant (Note 10) | 969,000 | ||
Cancellation of common units | (192,000) | ||
Other | (129,000) | 655,000 | 117,000 |
Changes in operating assets and liabilities: | |||
Accounts receivable | (1,133,000) | (6,601,000) | (264,000) |
Other receivable | 115,000 | ||
Prepaid insurance | (31,121,000) | (351,000) | (580,000) |
Deposits with clearinghouse affiliate | 20,199,000 | 11,002,000 | |
Accounts payable and accrued liabilities | (19,728,000) | 23,292,000 | 16,076,000 |
Due to related party (affiliate in Predecessor periods) (1) | (1,696,000) | 457,000 | (7,927,000) |
Deferred revenues | 24,000 | 1,038,000 | (4,331,000) |
Operating lease liabilities. | (12,000) | (822,000) | (1,192,000) |
Customer funds payable | 124,000 | 345,000 | 81,000 |
Other assets and liabilities (Note 11) | (7,283,000) | (801,000) | (2,215,000) |
Net cash used in operating activities | (83,387,000) | (50,915,000) | (30,940,000) |
Cash flows from investing activities: | |||
Capitalized internal-use software development costs and other capital expenditures | (3,578,000) | (12,109,000) | (20,569,000) |
Proceeds from maturities of short-term investments | 1,988,000 | ||
Proceeds from disposal of assets | 8,000 | ||
Proceeds from sale of shares of affiliate stock | 1,759,000 | ||
Cash acquired through Business Combination | 30,837,000 | 10,652,000 | |
Net cash provided by (used in) investing activities | 27,259,000 | (10,342,000) | (7,929,000) |
Cash flows from financing activities: | |||
Payment of finance lease liability | (404,000) | (97,000) | (313,000) |
Repurchase of redeemed Class A ordinary shares | (84,530,000) | ||
Payment of deferred underwriting fee | (7,258,000) | ||
Proceeds from the exercise of warrants (Note 9) | 37,117,000 | ||
Proceeds from PIPE, net of issuance costs (Note 4) | 312,000,000 | ||
Proceeds from issuance of Class C voting units (Note 10) | 37,800,000 | ||
Net cash provided by (used in) financing activities | 256,925,000 | (97,000) | 37,487,000 |
Effect of exchange rate changes | (307,000) | 248,000 | 191,000 |
Net increase (decrease) in cash, cash equivalents, restricted cash and customer funds | 200,490,000 | (61,106,000) | (1,191,000) |
Cash, cash equivalents, restricted cash and customer funds at the beginning of the period | 30,837,000 | 91,943,000 | |
Cash, cash equivalents, restricted cash and customer funds at the end of the period | 408,415,000 | 30,837,000 | 91,943,000 |
Supplemental disclosure of cash flow information: | |||
Non-cash operating lease right-of-use asset acquired | 10,347,000 | 0 | 2,991,000 |
Supplemental disclosure of non-cash investing and financing activity: | |||
Issuance of Class A voting units in exchange of capital contribution (Note 10) | 26,000 | 697,000 | |
Capitalized internal-use software development costs and other capital expenditures included in accounts payable and accrued liabilities. | 1,929,000 | 1,809,000 | 1,564,000 |
Issuance of Class B warrant | 5,426,000 | ||
Cashless exercise of private placement warrants | 64,978,000 | 260,811,000 | |
Reconciliation of cash, cash equivalents, restricted cash and customer funds to consolidated balance sheet: | |||
Cash and cash equivalents | 391,364,000 | 13,911,000 | 75,361,000 |
Restricted cash | 16,500,000 | 16,500,000 | 16,500,000 |
Customer funds | 551,000 | 426,000 | 82,000 |
Total cash, cash equivalents, restricted cash and customer funds | 408,415,000 | 30,837,000 | 91,943,000 |
Previously Reported [Member] | |||
Cash flows from financing activities: | |||
Cash, cash equivalents, restricted cash and customer funds at the beginning of the period | 207,925,000 | 91,943,000 | 93,134,000 |
Cash, cash equivalents, restricted cash and customer funds at the end of the period | 207,925,000 | 91,943,000 | |
Reconciliation of cash, cash equivalents, restricted cash and customer funds to consolidated balance sheet: | |||
Total cash, cash equivalents, restricted cash and customer funds | 207,925,000 | 91,943,000 | |
VPC IMPACT ACQUISITION HOLDINGS [Member] | |||
Cash flows from operating activities: | |||
Net loss | (25,096,575) | (4,861,190) | |
Adjustments to reconcile net loss to net cash used in operating activities: | |||
Loss from change in fair value of warrant liability | 9,329,720 | 3,090,130 | |
Formation cost paid by Sponsor in exchange for issuance of founder shares | 0 | 6,606 | |
Interest earned on investments held in Trust Account | 20,246 | 4,193 | |
Transaction Costs Allocable To Warrant Liabilities | 0 | 768,391 | |
Changes in operating assets and liabilities: | |||
Prepaid insurance | 234,959 | (234,959) | |
Accounts payable and accrued liabilities | 14,903,106 | 893,415 | |
Net cash used in operating activities | (649,036) | (341,800) | |
Cash flows from investing activities: | |||
Investment of cash into Trust Account | 0 | (207,372,020) | |
Net cash provided by (used in) investing activities | 0 | (207,372,020) | |
Cash flows from financing activities: | |||
Proceeds from sale of Units, net of underwriting discount paid | 0 | 203,224,580 | |
Proceeds from sale of Private Placement Units | 0 | 6,147,440 | |
Payment of offering costs | 0 | (397,793) | |
Repayment of promissory note – related party | 0 | (82,729) | |
Net cash provided by (used in) financing activities | 0 | 208,891,498 | |
Net increase (decrease) in cash, cash equivalents, restricted cash and customer funds | (649,036) | 1,177,678 | |
Cash, cash equivalents, restricted cash and customer funds at the beginning of the period | $ 528,642 | 1,177,678 | 0 |
Cash, cash equivalents, restricted cash and customer funds at the end of the period | 528,642 | 1,177,678 | |
Reconciliation of cash, cash equivalents, restricted cash and customer funds to consolidated balance sheet: | |||
Total cash, cash equivalents, restricted cash and customer funds | 528,642 | 1,177,678 | |
Noncash Investing and Financing Items [Abstract] | |||
Deferred underwriting fee payable | 0 | 20,960,000 | |
Offering costs paid through promissory note | 0 | 7,258,021 | |
Offering costs paid by sponsor in exchange for issuance of Founder Shares | 0 | 82,729 | |
Offering costs included in accrued offering costs | $ 0 | 18,394 | |
Offering costs included in accrued offering costs | 2,230 | ||
Initial classification of warrant liabilities | $ (57) |
Organization and Description of
Organization and Description of Business | 9 Months Ended | 12 Months Ended |
Oct. 14, 2021 | Dec. 31, 2021 | |
Organization and Description of Business | 1. Organization and Description of Business Organization VPC Impact Acquisition Holdings (“VIH”) was a blank check company incorporated as a Cayman Islands exempted company on July 31, 2020. VIH 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. VIH’s sponsor was VPC Impact Acquisition Holdings Sponsor, LLC (the “Sponsor”). The registration statement for VIH’s Initial Public Offering was declared effective on September 22, 2020. On September 25, 2020, VIH consummated the Initial Public Offering of 20,000,000 units (the “Units”), generating gross proceeds of $200.0 million. Simultaneously with the closing of the Initial Public Offering, VIH 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 the Sponsor, generating gross proceeds of $6.0 million. On September 29, 2020, the underwriters notified VIH of their intention to partially exercise their over-allotment option on October 1, 2020. As such, on October 1, 2020, VIH 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 $7.5 million. 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 approximately $207.4 million ($10.00 per Unit) from the proceeds of the sale of the Units in the Initial Public Offering and the sale of the private placement warrants, net of transaction costs, was placed in a trust account (the “Trust Account”). On October 15, 2021 (the “Closing Date”), VIH and Bakkt Opco Holdings, LLC and its operating subsidiaries (f/k/a Bakkt Holdings, LLC, “Opco”) consummated a business combination (the “Business Combination”) contemplated by the definitive Agreement and Plan of Merger entered into on January 11, 2021 (as amended, the “Merger Agreement”). In connection with the finalization of the Business Combination, VIH changed its name to “Bakkt Holdings, Inc.” and changed its jurisdiction of incorporation from the Cayman Islands to the State of Delaware (the “Domestication”). Unless the context otherwise provides, “we,” “us,” “our,” “Bakkt”, the “Company” and like terms refer (i) prior to the Closing Date, to Opco and its subsidiaries and (ii) after the Closing Date, to Bakkt Holdings, Inc. and its subsidiaries, including Opco. Immediately following the Domestication, we became organized in an umbrella partnership corporation, or “up-C,” non-voting In connection with the Business Combination, a portion of VIH shares were exchanged for cash for shareholders who elected to execute their redemption right. The remaining VIH shares were exchanged for newly issued shares of our Class A common stock. Additionally, all outstanding membership interests and rights to acquire membership interests in Opco were exchanged for Opco common units and an equal number of newly issued shares of our Class V common stock. The existing owners of Opco other than Bakkt are considered noncontrolling interests in the accompanying consolidated financial statements (the “financial statements”). Refer to Note 4 for further discussion on the Business Combination. Our Class A common stock and warrants are listed on the New York Stock Exchange under the ticker symbols “BKKT” and “BKKT WS,” respectively. Description of Business We offer a platform with three complementary aspects—a digital asset marketplace, a loyalty redemption service, and an alternative payment method. Digital Asset Marketplace . end-to-end non-trading- Loyalty Redemption . Alternative Payments . | |
VPC IMPACT ACQUISITION HOLDINGS [Member] | ||
Organization and Description of Business | NOTE 1—DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS VPC Impact Acquisition Holdings (now known as BAKKT holdings Inc.) (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”). 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 (see Note 6). 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. Business Combination On October 15, 2021 (the “Closing Date”), VPC Impact Acquisition Holdings (“VIH”) consummated the previously announced merger (the “Merger”) pursuant to that certain Agreement and Plan of Merger, dated as of January 11, 2021 (as amended, the “Merger Agreement”), by and among VIH, Pylon Merger Company LLC, a Delaware corporation and direct wholly owned subsidiary of VIH (“Merger Sub”), and Bakkt Opco Holdings, LLC, a Delaware limited liability corporation (f/k/a Bakkt Holdings, LLC) (“Opco”) (the Merger and other transactions contemplated by the Merger Agreement, collectively the “Business Combination”). As contemplated by the Merger Agreement and described in the section entitled “Domestication Proposal” beginning on page 167 of the final prospectus and definitive proxy statement, dated September 17, 2021 (the “Proxy Statement”) as filed with the Securities and Exchange Commission (the “SEC”), VIH filed on October 14, 2021 a notice of deregistration and necessary accompanying documents with the Cayman Islands Registrar of Companies, and on the Closing Date, a certificate of incorporation (the “Certificate of Incorporation”) and a certificate of corporate domestication with the Secretary of State of the State of Delaware, under which VIH was domesticated and continues as a Delaware corporation (the “Domestication”), changing its name to “Bakkt Holdings, Inc.” (the “Company,” “we,” “us,” and “our”). As a result of and upon the effective time of the Domestication (the “Effective Time”), (a) each unit of VIH issued and outstanding immediately prior to the Effective Time was automatically separated into the underlying Class A Ordinary Share, par value $0.0001 per share, of VIH (each, a “VIH Class A Ordinary Share”) and one-half of a one share of Class A Common Stock (“Public Warrants”) on the same terms as and subject to the same conditions as were in effect prior to such conversion; and (e) each Private Placement Warrant (as defined in the Proxy Statement and, together with the Public Warrants, the “Warrants”) issued and outstanding prior to the Effective Time was automatically converted into a warrant exercisable for one share of Class A Common Stock on the same terms and subject to the same conditions as were in effect prior to such conversion. In connection with the Merger, all outstanding membership interests and rights to acquire membership interests in Opco were exchanged for an aggregate of 208,200,000 common units of Opco (“Opco Common Units”) and an equal number of newly issued shares of the Company’s Class V Common Stock, par value $0.0001 per share (“Class V Common Stock”), which are non-economic, voting Following the closing of the Business Combination (the “Closing”), the Company became organized in what is commonly referred to as an umbrella partnership corporation, or “up-C,” PIPE Investment On the Closing Date, a number of purchasers (the “PIPE Investors,” which included certain equity holders of VIH and Opco) purchased from the Company an aggregate of 32,500,000 shares of Class A Common Stock (the “PIPE Shares”), for a purchase price of $10.00 per share and an aggregate purchase price of $325 million (the “PIPE Investment”), pursuant to separate subscription agreements (each, a “Subscription Agreement”) entered into on January 11, 2021. Pursuant to the Subscription Agreements, the Company gave certain registration rights to the PIPE Investors with respect to the PIPE Shares. The offering of the PIPE Shares was not registered under the Securities Act, in reliance upon the exemption provided in Section 4(a)(2) of the Securities Act. The PIPE Investment was consummated following the Effective Time and immediately prior to the Closing. Business Prior to the Business Combination All activity from inception through October 14, 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 and consummating the acquisition of BAKKT Holdings Inc. 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 $11,906,607, consisting of $4,147,440 of underwriting fees, $7,258,021 of deferred underwriting fees and $501,146 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 of Liquidity and Capital Resources As of October 14, 2021, the Company had $528,642 in its operating bank accounts and working capital deficit of $15,270,109 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. Until the consummation of the Business Combination, the Company used the funds not held in the Trust Account for identifying and evaluating target businesses, performing due diligence on prospective target businesses, traveling to and from the offices, plants or similar location of prospective target businesses or their representatives or owners, reviewing corporate documents and material agreements of prospective target businesses and structuring, negotiating and completing a Business Combination, which was the Business Combination with BAKKT Holdings Inc. The Company completed its Business Combination on October 15, 2021 and has raised sufficient capital for its operations. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended | 12 Months Ended |
Oct. 14, 2021 | Dec. 31, 2021 | |
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies Basis of Presentation and Consolidation As a result of the Business Combination, we evaluated if VIH or Opco is the predecessor for accounting purposes. In connection therewith, we considered the application of Rule 405 of Regulation C, the interpretive guidance of the staff of the SEC, including factors for registrants to consider in determining the predecessor, and analyzed the following: (1) the order in which the entities were acquired, (2) the size of the entities, (3) the fair value of the entities, (4) the historical and ongoing management structure, and (5) how management discusses our business in this Form 10-K. The financial statements are prepared in accordance with United States generally accepted accounting principles (“U.S. GAAP”) and include the accounts of the Company and our subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. In addition, certain reclassifications of amounts previously reported have been made to the accompanying consolidated financial statements in order to conform to current presentation. In the opinion of management, all adjustments (consisting of normal recurring accruals), considered necessary for a fair presentation have been included. The historical financial information is not necessarily indicative of our future results of operations, financial position, and cash flows. Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. We base our estimates on historical experience and various other assumptions that we believe to be reasonable under the circumstances. The inputs into our estimates consider the economic implications of COVID-19 Segment Information We operate in one operating and reportable segment. Operating segments are defined as components of an enterprise about which separate financial information is evaluated regularly by the chief operating decision maker, who is our chief executive officer (“CEO”), in deciding how to allocate resources and assessing performance. Further, all material operations are within the United States. Our chief operating decision maker allocates resources and assesses performance based upon discrete financial information at the consolidated level. Cash and Cash Equivalents and Restricted Cash We consider all short-term, highly liquid investments with maturities from the purchase date of three months or less to be cash equivalents. Cash equivalents consists of amounts invested in money market funds of $343.1 million and $38.8 million as of December 31, 2021 and 2020, respectively. We classify all cash and cash equivalents that are not available for immediate or general business use as restricted. The restricted cash includes amounts set aside due to regulatory requirements (Note 13). Customer Funds and Customer Funds Payable Customer funds represents fiat currency deposited in digital wallets. In accordance with state money transmitter laws, we may invest customer cash deposits in certain permissible investments. As of December 31, 2021, we have not made any such investments. We classify the assets as current since they are readily available for customer use with a corresponding customer funds payable liability. Translation of Foreign Currencies and Foreign Currency Transactions Our foreign subsidiaries’ functional currencies are their respective local currencies. The assets and liabilities of foreign subsidiaries are translated into U.S. dollars at the exchange rate at the balance sheet date. Revenue and expenses are translated using average monthly rates. Translation adjustments are included in “Accumulated other comprehensive income” in the balance sheets and reflected as “Currency translation adjustment, net of tax” in the accompanying consolidated statements of operations (the “statements of operations”). Transactions denominated in currencies other than the functional currency are remeasured based on the exchange rates at the time of the transaction. Monetary assets and liabilities are translated at the rate in effect at the balance sheet date, with subsequent changes in exchange rates resulting in transaction gains or losses, which are included in “Other income (expense), net” in the statements of operations and comprehensive loss. Non-monetary Accounts Receivable and Allowance for Doubtful Accounts We classify rights to consideration in exchange for services or goods as accounts receivables. Accounts receivable are rights to consideration that are unconditional (i.e., only the passage of time is required before payment is due). “Accounts receivable, net” includes billed and contract assets (i.e., unbilled receivables), net of an estimated allowance for doubtful accounts. We calculate the allowance using the current expected credit loss model. It is based upon historical loss patterns, the number of days that billings are past due, an evaluation of the potential risk of loss associated with delinquent accounts and incorporates the use of forward-looking information over the contractual term of our accounts receivable. Receivables are written-off Property, Equipment and Software, Net Property, equipment and software are stated at cost, less accumulated depreciation and amortization. Costs related to software we develop or obtain for internal use and such costs are included in “Property, equipment and software, net”. Costs incurred during the preliminary or maintenance development stage are expensed, and costs incurred during the application development stage are capitalized and are amortized over the useful life of the software. Depreciation and amortization are computed using the straight-line method over the following estimated useful lives of assets: Successor Predecessor December 31, December 31, Internal use software 3-7 years 3-7 Purchased software 3 years 3 years Assets under finance lease 2-5 2-5 Office, furniture and equipment 7-10 years 7-10 years Leasehold improvements 7 years 7 years Other computer and network equipment 3 years 3 years Impairment of Long-Lived Assets Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying value of the asset may not be recoverable. The period of depreciation and amortization of long-lived assets is evaluated to determine whether events or circumstances warrant revised estimates of useful lives. When indicators of impairment are present, the recoverability of our long-lived assets is determined by comparing the carrying value of the long-lived assets to total amount of undiscounted net cash flows expected to result from the use of the assets and their eventual disposition. If the estimated future undiscounted cash flows demonstrate the long-lived assets are not recoverable, an impairment loss would be calculated based on the excess of the carrying amounts of the long-lived assets over their fair value. We recorded impairment charges of approximately $1.2 million, $3.6 million and $15.3 million related to long-lived assets during the periods from October 15, 2021 through December 31, 2021 and January 1, 2021 through October 14, 2021, and the year ended December 31, 2020, respectively (Note 6). Leases In accordance with ASU 2016-02, Leases (Topic 842) The lease liability for each lease is recognized as the present value of the lease payments not yet paid at the commencement date. The right-of-use When determining lease term, we consider renewal options that are reasonably certain to exercise and termination options that are reasonably certain to not be exercised, in addition to the non-cancellable For operating leases, expense is generally recognized on a straight-line basis over the lease term, and is recorded within “Selling, general and administrative”. For finance leases, interest on lease liability is recognized using the effective interest method, while the ROU asset is amortized on a straight-line basis over the shorter of the useful life of the ROU asset or the lease term. Interest on lease liability is recorded within “Interest income (expense), net”, and amortization of right-of-use Business Combinations We account for our business combinations using the acquisition accounting method, which requires us to determine the fair value of identifiable assets acquired and liabilities assumed, including any contingent consideration, to properly allocate the purchase price to the individual assets acquired and liabilities assumed and record any residual purchase price as goodwill in accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 805, Business Combinations For business combinations effected through a common control transaction, we measure the recognized net assets of the acquiree at the carrying amounts of the net assets previously recognized by our related party. We reflect the operations of entities acquired through a common control transaction in our financial statements as of the first date in the reporting period or as of the date that the entity was acquired by our related party, as applicable. If the initial accounting for the business combination has not been completed by the end of the reporting period in which the business combination occurs, provisional amounts are reported to present information about facts and circumstances that existed as of the acquisition date. Once the measurement period ends, which in no case extends beyond one year from the acquisition date, revisions to the accounting for the business combination are recorded in earnings. All acquisition-related costs, other than the costs to issue debt or equity securities, are accounted for as expenses in the period in which they are incurred. Goodwill and Intangible Assets Goodwill and intangible assets that have indefinite useful lives are accounted for in accordance with ASC 350, Intangibles — Goodwill and Other Identifiable intangible assets with finite lives are amortized on a straight-line basis over their estimated useful lives and are also reviewed at least annually for impairment or more frequently if conditions exist that indicate that an asset may be impaired. We did not record any impairment charges related to goodwill and intangible assets during the periods from October 15, 2021 through December 31, 2021 and January 1, 2021 through October 14, 2021, and the year ended December 31, 2020, respectively. Revenue Recognition We recognize revenue when we transfer promised goods or services to customers in an amount that reflects the consideration to which we expect to be entitled in exchange for those goods or services. Digital asset marketplace Digital asset marketplace revenues are derived from the Triparty agreement and our custody services. Triparty Agreement: average performance obligation period is less than one month based on the application of the portfolio method. Therefore, we recognize revenue for the stand-ready custody services that we provide to IFUS and ICUS on a straight-line basis over the average performance obligation period, which is less than one month. PDF Contract Traders pay a transaction fee for trading and clearing, which is collected by ICUS. Per terms of the Triparty Agreement, IFUS and ICUS pass to us all trading and clearing transaction fees, net of rebates and liquidity payments issued to PDF Contract Traders. We consider the transaction price to be the net transaction fee received from IFUS and ICUS or paid to IFUS and ICUS. Rebates offered by IFUS to support market liquidity and trading volume represent consideration payable to a customer and reduce the transaction price; as such, these rebates are included in “Net revenues”. Because these rebates are measured and resolved within the same reporting period, it is not necessary for us to estimate these at a given reporting period date. We also recognize a capital contribution for the cost of the trading and clearing services provided by IFUS and ICUS pursuant to the Contribution Agreement (Note 10), which reduces the revenue recognized as part of the net transaction fee. Revenue from the Triparty Agreement is included in “Transaction revenue, net” in the disaggregation of revenue by service type table within Note 3. Custody: day-to-day The daily contract consists of a single performance obligation to provide custodial services, with the transaction price equal to a pro rata portion (i.e., daily) of the annual custody fee. Our performance obligation to provide custodial services meets the criterion to be satisfied over time. Revenue from our custodial services is included in “Net revenues” in the statements of operations. Revenue from our custody services is included in “Subscription and services revenue” in the disaggregation of revenue by service type table within Note 3. Loyalty redemption platform We host, operate and maintain a loyalty redemption platform connecting loyalty programs to ecommerce merchants allowing loyalty point holders to redeem a spectrum of loyalty currencies for other digital assets, merchandise and services. Our customer in these arrangements is generally the loyalty program sponsor. Our contracts related to our loyalty redemption platform consist of two performance obligations: (1) access to our SaaS-based redemption platform and customer support services and (2) facilitation of order fulfillment services. We are the principal related to providing access to our redemption platform. We are acting as the agent to facilitate order fulfillment services on behalf of the loyalty program sponsor. Revenues generated from our loyalty redemption platform are included in “Net revenues” in the statements of operations and include the following: • Platform subscription fees: included in “Subscription and services revenue” in the disaggregation of revenue table by service type in Note 3. • Transaction fees: • Revenue share fees: • Service fees: Alternative payment platform Alternative payment platform revenues are transaction fees earned by Bakkt Marketplace. Development of this platform began in February 2020, when Opco entered into a Strategic Alliance Agreement (the “Strategic Alliance Agreement”) with a strategic partner, who was also a customer of Opco, to develop and operate a mechanism whereby a customer can purchase food and beverage items from the strategic partner using their Bakkt digital wallet. In conjunction with the Strategic Alliance Agreement, the parties entered into a separate agreement under which the Company issued the strategic partner a warrant to purchase 15 million Class B voting units. Opco accounted for the cost of the warrant as consideration payable to a customer within the scope of ASC 606, Revenue from Contracts with Customers Transaction fees and the reduction to transaction fees are included in “Transaction revenue, net” in the disaggregation of revenue by service type table in Note 3. Sale of cryptoassets As part of our operation of the alternative payment platform, we transact in bitcoin and ether (collectively referred to as “cryptoassets”) with consumers. Consumer cryptoasset transactions are not material for the periods from October 15, 2021 through December 31, 2021 and January 1, 2021 through October 14, 2021. There were no consumer cryptoasset transactions for the year ended December 31, 2020. Additionally, as part of our operation of the alternative payment platform, we transact in cryptoassets with our trading partners in order to adjust our cryptoasset inventory based on actual consumer activity to maintain an inventory based on our inventory policy. Transactions in cryptoassets with our trading partners in the normal course of business is not material for the periods from October 15, 2021 through December 31, 2021 and January 1, 2021 through October 14, 2021. There were no material transactions in cryptoassets with our trading partners in the normal course of business for the year ended December 31, 2020. We maintain an inventory reserve of cryptoassets to facilitate consumer transactions if needed. We may adjust our inventory reserve levels under our inventory policy. Sales of cryptoassets resulting from inventory reserve adjustments are not part of our normal course of business. Accordingly, proceeds from the sale of cryptoassets outside of the normal course of business is included in “Other income (expense), net,” net of the cost of cryptoasset sold, in the statements of operations. Opco recognized income from the sale of cryptoassets, net of the cost of cryptoassets sold, of $0 and $1.0 million for periods from October 15, 2021 through December 31, 2021 and January 1, 2021 through October 14, 2021, respectively. There were no sales of cryptoassets outside of the normal course of business for the year ended December 31, 2020. Off-Balance Cryptoassets held in a custodial capacity on behalf of our customers are not included in our balance sheet, as we do not own those cryptoassets and they do not exhibit the characteristics of assets as it relates to our consolidated financial statements. Practical expedients We have elected the following practical expedients under ASC 606: • Assessing the performance obligation period for Triparty Agreement transactions on a portfolio basis. • Exclude sales taxes from the measurement of the transaction price. • Not adjust the transaction price for the existence of a significant financing component if the timing difference between a customer’s payment and our performance is one year or less. • Not provide disclosures about the transaction price allocated to unsatisfied performance obligations for contracts with a duration of one year or less or when the consideration is variable and allocated entirely to a wholly unsatisfied performance obligation or a wholly unsatisfied promise to transfer a distinct good or service that forms part of a single performance obligation. Additionally, we have elected the practical expedient under ASC 340-40 Refer to Note 3 for additional disclosures related to our recognition of revenue. Deferred Revenue Deferred revenue includes amounts invoiced prior to our meeting the criteria for revenue recognition. We invoice customers for service fees at the time the service is performed, and such fees are recognized as revenue over time as we satisfy our performance obligation. The portion of deferred revenue to be recognized in the succeeding twelve-month period is recorded as non-current Compensation and Benefits Compensation and benefits primarily consist of salaries and wages, bonuses, contract labor fees, share-based compensation, unit-based compensation, payroll taxes and benefits associated with the compensation of our employees, excluding the accelerated unit-based compensation discussed in “Acquisition-related expenses,” and any contract labor not capitalized. Professional Services Professional services expenses consist of costs associated with audit, tax, legal and other professional services and are recognized as incurred. Technology and Communication Technology and communication expenses include costs incurred in operating and maintaining our platform, including software licenses, software maintenance and support, hosting and infrastructure costs. Selling, General and Administrative Selling, general and administrative expenses consist primarily of costs associated with advertising, marketing, insurance and rent. Advertising costs are expensed as incurred. Total advertising costs for the periods from October 15, 2021 through December 31, 2021 and January 1, 2021 through October 14, 2021, and the year ended December 31, 2020 were approximately $2.6 million, $16.2 million and $4.9 million, respectively. Acquisition-Related Expenses We incur incremental costs relating to our completed and potential acquisitions and other strategic opportunities. This includes fees for investment banking advisors, lawyers, accountants, tax advisors and public relations firms, as well as costs associated with other external costs directly related to the proposed or closed transactions. Acquisition-related expenses for the year ended December 31, 2020 included approximately $9.6 million of accelerated expense for our incentive and participation units resulting from the issuance of Class C voting units in connection with the acquisition of Bridge2 Solutions (Note 4). Share-Based Compensation Share-based compensation expense relates to the restricted stock units (“RSUs”) granted during the Successor period. Our RSUs are measured at fair value on the date of grant and recognized as expense in “Compensation and benefits” over the requisite service period. Expense is recognized on a straight-line basis for awards that vest based solely on a service condition, and on an accelerated attribution basis for all other awards. The fair value of our RSUs is determined as the closing price of our Class A common stock on the date of grant. We account for forfeitures as they occur. See Note 11 for additional disclosures related to share-based compensation. Unit-Based Compensation The Successor period unit-based compensation expense relates to the replacement common incentive units and phantom units (“participation” units) granted during the Predecessor period that were issued to employees as purchase consideration. The replacement incentive units and participation units were measured at fair value on the Closing Date, and we recognize expense in “Compensation and benefits” in the statements of operations over the requisite service period. A portion of the current year expense relates to the acceleration of compensation expense given the satisfaction of non-substantive forfeitures as they occur. Any cancellations of common incentive units due to clawbacks or similar provisions are recognized in “Other income (expense), net” at the lesser of the recognized compensation cost associated with the unit-based payment arrangement or the fair value of the consideration received. The Predecessor period unit-based compensation expense related to incentive units and participation units granted to employees and was measured at fair value on the date of grant and recognized as expense in “Compensation and benefits” over the requisite service period, subject to acceleration if certain performance or market conditions were met. Additionally, we recognized variable compensation expense for liability-classified participation units based on changes to the fair value of the awards at each reporting date. We accounted for forfeitures in the Predecessor period as they occurred. See Note 11 for additional disclosures related to unit-based compensation. Warrant Accounting We account for our Class A common stock warrants in accordance with applicable accounting guidance provided in ASC Topic 815, Derivatives and Hedging—Contracts in Entity’s Own Equity net-share net-cash net-share net-cash net-cash net-cash net-share Noncontrolling Interest Noncontrolling interest represents the portion of Opco that we control and consolidate but do not own. We recognize each noncontrolling holders’ respective share of the estimated fair value of the net assets at the date of formation or acquisition. Noncontrolling interest is subsequently adjusted by the noncontrolling holders’ share of additional contributions, distributions and their share of the net earnings or losses of each respective consolidated entity. We allocate net income or loss to noncontrolling interest based on the weighted average ownership interest during the period. The net income or loss that is not attributable to the Company is reflected in “Net loss attributable to noncontrolling interest”. We do not recognize a gain or loss on transactions with a consolidated entity in which we do not own 100% of the equity, but we reflect the difference in cash received or paid from the noncontrolling interests carrying amount as additional paid-in Income Taxes We account for deferred income taxes related to the federal and state jurisdictions using the asset and liability method. Under this method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of assets and liabilities and their respective tax bases. Deferred tax assets are also recognized for the future tax benefits attributable to the expected utilization of existing tax net operating loss carryforwards and other types of carryforwards. If the future utilization of some portion of deferred taxes is determined to be unlikely, a valuation allowance is provided to reduce the recorded tax benefits from such assets. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences and carryforwards are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. In the event interest or penalties are incurred with respect to income tax matters, our policy will be to include such items in income tax expense. We record deferred tax assets and liabilities on a net basis on the consolidated balance sheets. We will recognize interest and penalties related to uncertain tax positions in income tax expense. Fair Value Measurements We account for our financial assets and liabilities that are recognized and/or disclosed at fair value on a recurring basis in accordance with ASC 820, Fair Value Measurements and Disclosures Level 1 — Quoted prices for identical assets or liabilities in active markets. Level 2 — Inputs other than quoted prices within Level 1 that are observable either directly or indirectly, including quoted prices in active markets for similar assets or liabilities, quoted prices in markets with insufficient volume or infrequent transactions (less active markets), or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data such as interest rates or yield curves. Level 3 — Unobservable inputs reflecting our view about the assumptions that market participants would use in measuring the fair value of the assets or liabilities. Concentration of Credit Risk Financial instruments that potentially subject us to concentrations of credit risk consist primarily of cash and cash equivalents, restricted cash, and accounts receivable, including unbilled accounts receivable. The associated risk of concentration for cash and cash equivalents and restricted cash is mitigated by banking with creditworthy institutions. At certain times, amounts on deposit exceed federal deposit insurance limits. We have not experienced any losses on our deposits of cash and cash equivalents. As of December 31, 2021, and 2020, three and four customers represented approximately 49% and 58%, respectively, of total accounts receivable. For the periods from October 15, 2021 through December 31, 2021 and January 1, 2021 through October 14, 2021, and the year ended December 31, 2020, four, three, and two customers represented approximately 59%, 55%, and 65%, respectively, of total revenue. Investments Bakkt Clearing was required to hold shares of Intercontinental Exchange, Inc. (“ICE”) stock for ICUS membership privileges prior to the withdrawal of its ICUS membership on May 20, 2020. These shares were carried at cost basis and evaluated periodically for impairment. Upon withdrawal of its ICUS membership, these shares were remeasured at fair value, with realized and unrealized gains and losses being reflected as “Other income (expense), net”. In June 2021, we sold all of our shares of ICE stock, resulting in a realized loss on the sale of shares of affiliate stock of approximately $0.1 million for the period from January 1, 2021 through October 14, 2021. We recorded an unrealized gain of $0.6 million for the year ended December 31, 2020 (Note 8). Investments are classified as current or non-current Recently Adopted Accounting Pronouncements Standard/Description Effective Date and Adoption Considerations Effect on Financial Statements ASU No. 2016-13, off-balance-sheet available-for-sale We adopted on January 1, 2020 on a modified retrospective basis. The adoption of this standard requires more timely recognition of credit losses and credit loss estimates are required to use historical information, current information and reasonable and supportable forecasts of future events. The adoption of the new standard did not have a material impact on our consolidated financial statement amounts. ASU 2017-04, We adopted on January 1, 2020 on a prospective basis. The adoption of the new standard did not have a material impact on our consolidated financial statement amounts. The fair value of our reporting unit has been greater than its corresponding carrying value since our inception. Changes in future projections, market conditions, and other factors may cause a change in the excess of fair value of our reporting unit over its corresponding carrying value. ASU 2018-15, We adopted on January 1, 2020 and apply the rules prospectively to eligible costs incurred on or after the effective date. The adoption of the new standard did not have a material impact on our consolidated financial statement amounts. Standard/Description Effective Date and Adoption Considerations Effect on Financial Statements amortization expense and requires additional quantitative and qualitative disclosures. ASU No. 2019-12, step-up We adopted on January 1, 2020 on a prospective basis. The adoption of the new standard did not have a material impact on our consolidated financial statement amounts. ASU 2020-06, 470-20) 815-40). We early adopted on January 1, 2021. This standard is effective for annual periods beginning after December 15, 2023, including interim periods therein, with early adoption permitted. The adoption of the new standard did not have a material impact on our consolidated financial statement amounts. ASU 2021-08, 2014-09, 2021-08. We early adopted on October 15, 2021 on a prospective basis. This standard is effective for annual periods beginning after December 15, 2022, including interim periods therein, with early adoption permitted. We applied the guidance to the Business Combination as it relates to the measurement of deferred revenue at the acquisition date. Recently Issued Accounting Pronouncements Not Yet Adopted 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 financial statements. | |
VPC IMPACT ACQUISITION HOLDINGS [Member] | ||
Summary of Significant Accounting Policies | NOTE 2—SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying audited 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 audited consolidated financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K Principles of Consolidation The accompanying 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 of 1933, as amended (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 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 consolidated 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 October 14, 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 consolidated statements of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. Warrant Liabilities 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 ASC 480. 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 Class A 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 October 14, 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 consolidated balance sheets. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable ordinary shares to equal the redemption value at the end of each reporting period. Immediately upon the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount value. The change in the carrying value of redeemable Class A ordinary shares resulted in charges against additional paid-in At October 14, 2021 and December 31, 2020, the Class A ordinary shares reflected in the balance sheets are reconciled in the following table: Gross proceeds $ 207,372,020 Less: Proceeds allocated to Public Warrants (13,275,495 ) Class A ordinary shares issuance costs (11,138,216 ) Plus: Accretion of carrying value to redemption value 24,413,711 Class A ordinary shares subject to possible redemption $ 207,372,020 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 which $11,138,216 were charged to shareholders’ equity upon the completion of the Initial Public Offering and $768,391 were expensed to the consolidated statements of operations. 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 October 14, 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 (Restated) The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”. The Company has two classes of ordinary shares, which are referred to as Class A ordinary shares and Class B ordinary shares. Income and losses are shared pro rata between the two classes of ordinary shares. Net income (loss) per ordinary share is computed by dividing net income (loss) by the weighted average number of ordinary shares outstanding for the period. The Company applies the two-class 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) the private placement since the exercise of the warrants is contingent upon the occurrence of future events. The warrants are exercisable to purchase 16,516,041 Class A ordinary shares in the aggregate. As of October 14, 2021 and 2020, the Company did not have any other dilutive securities or other contracts that could, potentially, be exercised or converted into ordinary shares and then share in the earnings of the Company. As a result, diluted net loss per ordinary share is the same as basic net loss per ordinary share for the periods presented. The following table reflects the calculation of basic and diluted net loss per ordinary share (in dollars, except per share amounts): For The Period From For The Period From July 31, 2020 (inception) through December 31, 2020 Class A Class B Class A Class B Basic and diluted net loss per ordinary share Numerator: Allocation of net loss, as adjusted $ (20,077,260 ) $ (5,019,315 ) $ (3,520,953 ) $ (1,340,237 ) Denominator: Basic and diluted weighted average shares outstanding 20,737,202 5,184,300 13,429,289 5,111,809 Basic and diluted net loss per ordinary share $ (0.97 ) $ (0.97 ) $ (0.26 ) $ (0.26 ) 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 Corporation 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 consolidated balance sheets, primarily due to their short-term nature, with the exception of the warrant liabilities (see Note 9). Recent Accounting Standards In August 2020, the FASB issued Accounting Standards Update No. 2020-06, “Debt—Debt 470-20) 815-40): 2020-06”), 2020-06 2020-06 2020-06 2020-06 Management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s consolidated financial statements. |
Revenue from Contracts with Cus
Revenue from Contracts with Customers | 12 Months Ended |
Dec. 31, 2021 | |
Revenue from Contract with Customer [Abstract] | |
Revenue from Contracts with Customers | 3. Revenue from Contracts with Customers Disaggregation of Revenue We disaggregate revenue by service type and by platform, respectively, as follows (in thousands): Successor Predecessor Service Type October 15, through January 1, Year ended Transaction revenue, net (a) $ 5,724 $ 10,637 $ 7,386 Subscription and service revenue 5,757 17,319 21,109 Total revenue $ 11,481 $ 27,956 $ 28,495 (a) Amounts are net of rebates and liquidity payments, reductions related to the Contribution Agreement and consideration payable pursuant to the Strategic Alliance Agreement of less than $0.1 million for the period from October 15, 2021 through December 31, 2021 and approximately $2.1 million and $4.5 million for the period from January 1, 2021 through October 14, 2021 and the year ended December 31, 2020, respectively. Included in these amounts are amounts earned from related parties of less than $0.1 million for the period from October 15, 2021 through December 31, 2021 and approximately $0.3 million and $4.1 million for the period from January 1, 2021 through October 14, 2021 and the year ended December 31, 2020, respectively (Note 8). Successor Predecessor Platform October 15, through January 1, Year ended Digital asset marketplace (b) $ 165 $ 518 $ (1,073 ) Loyalty redemption platform 11,315 29,179 30,774 Alternative payment platform (c) 1 (1,741 ) (576 ) Total revenue $ 11,481 $ 27,956 $ 28,495 (b) Amounts are net of rebates and liquidity payments and reductions related to the Contribution Agreement of less than $0.1 million for the period from October 15, 2021 through December 31, 2021 and approximately $0.3 million and $4.1 million for the period from January 1, 2021 through October 14, 2021 and the year ended December 31, 2020, respectively. (c) Amounts are net of consideration payable pursuant to the Strategic Alliance Agreement of $0, $1.7 million and $0.4 million for the periods from October 15, 2021 through December 31, 2021 and January 1, 2021 through October 14, 2021 and the year ended December 31, 2020, respectively. We have one reportable segment to which our revenues relate (Note 2). Deferred Revenue Contract liabilities consist of deferred revenues for amounts invoiced prior to us meeting the criteria for revenue recognition. We invoice customers for service fees at the time the service is performed, and such fees are recognized as revenue over time as we satisfy its performance obligation. Contract liabilities are classified as “Deferred revenue, current” and “Deferred revenue, noncurrent” in our consolidated balance sheets. The activity in deferred revenue for the periods from October 15, 2021 through December 31, 2021 and January 1, 2021 through October 14, 2021, and the year ended December 31, 2020 was as follows (in thousands): Successor Predecessor October 15, through January 1, Year ended Beginning of the period contract liability $ 9,423 $ 8,385 $ — Fair value of contract liability acquired (Note 4) — — 12,703 Revenue recognized from contract liabilities included in the beginning balance (1,350 ) (3,524 ) (11,005 ) Increases due to cash received, net of amounts recognized in revenue during the period 1,375 4,562 6,687 End of the period contract liability $ 9,448 $ 9,423 $ 8,385 Remaining Performance Obligations As of December 31, 2021, the aggregate amount of the transaction price allocated to the remaining performance obligations related to partially completed contracts is $26.0 million, comprised of $16.6 million of subscription fees and $9.4 million of service fees that are deferred. We will recognize our subscription fees as revenue over a weighted-average period of 50 months (ranges from 10 months – 57 months) and our service fees as revenue over approximately 3 years. As of December 31, 2020, the aggregate amount of the transaction price allocated to the remaining performance obligations related to partially completed contracts is $15.5 million, comprised of $7.1 million of subscription fees and $8.4 million of service fees that are deferred. We will recognize our subscription fees as revenue over a weighted-average period of 18.5 months (ranges from 4 months – 42 months) and our service fees as revenue over approximately 3 years. Contract Costs For the periods from October 15, 2021 through December 31, 2021 and January 1, 2021 through October 14, 2021, we incurred approximately $0.1 million and $0.7 million in incremental costs to obtain and/or costs to fulfill contracts with customers, respectively. We did not incur any costs to obtain or costs to fulfill contracts with customers during the year ended December 31, 2020. |
Initial Public offering
Initial Public offering | 9 Months Ended |
Oct. 14, 2021 | |
VPC IMPACT ACQUISITION HOLDINGS [Member] | |
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 |
Private Placement
Private Placement | 9 Months Ended |
Oct. 14, 2021 | |
VPC IMPACT ACQUISITION HOLDINGS [Member] | |
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). A portion of the proceeds from the Private Placement Warrants were added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Placement Warrants will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private Placement Warrants will expire worthless. |
Related Party Transactions
Related Party Transactions | 9 Months Ended | 12 Months Ended |
Oct. 14, 2021 | Dec. 31, 2021 | |
Related Party Transactions | 8. Related Parties ICE Management and Technical Support In December 2018, we entered into an intercompany services agreement with ICE to provide management and technical support services. For the period October 15, 2021 through December 31, 2021 and January 1, 2021 through October 14, 2021 and the year ended December 31, 2020, expenses of $0, $1.5 million and $3.1 million, respectively have been recorded in connection with this agreement and are reflected as “Related party expenses (affiliate in Predecessor periods)” in the statements of operations. Prior to the Business Combination, ICE also made various payroll distributions and payments to vendors on behalf of Opco and made unitary state income taxes on behalf of DACC Technologies, Inc., and Digital Asset Custody Company, Inc. (collectively with DACC Technologies, Inc., “DACC”). Upon consummation of the Business Combination, we entered into a Transition Services Agreement (“TSA”) with ICE in which ICE will provide insurance, digital warehouse, data center, technical support, and other transition-related services in exchange for quarterly service fees to be paid by us. We recognized $0.6 million of expense related to the TSA for the period from October 15, 2021 through December 31, 2021, which is reflected as “Related party expenses (affiliate in Predecessor periods)” in the statements of operations and “Due to related party (affiliate in Predecessor period)” in the balance sheets. Purchase and Sale Agreement with Executive A Company executive was a party to the Purchase and Sale Agreement entered into during April 2019, by and among, DACC, the Company, and each of the sellers of DACC. The Company executive owned approximately three percent of DACC’s equity prior to the sale and was paid approximately $0.2 million as consideration for the shares owned at closing and additional amount of less than $0.1 million upon the release of the escrow amount during 2020. Triparty Agreements The Triparty Agreement entered into in August 2019 provides for IFUS to list for trading one or more digital currency futures and/or options contracts, and for ICUS to serve as the clearing house to provide central counterparty and ancillary services for such contracts. The Triparty Agreement also governs our PDF Contracts (Note 2). The PDF Contracts generally have a duration of less than one month, and substantially all of the PDF Contracts are settled in the same month in which the trade execution is initiated. At the expiration of a PDF Contract, physical delivery will occur if the counterparties to the PDF Contract have not previously settled the PDF Contract. PDF Contract Traders are generally institutional investors and market makers that enter into agreements separately with each of IFUS, ICUS and us for trading, clearing and custody related services, respectively. With respect to our provision of custody services that are necessary to support the trading and clearing services provided by IFUS and ICUS for the PDF Contracts, our customers are IFUS and ICUS, who are related parties. In this regard, our obligation is to provide a stand-ready custody function that supports the trading and clearing services for the PDF Contracts. Our obligation to provide a stand-ready custody function includes related promises such as: (i) the initial onboarding of PDF Contract Traders to the custody warehouse, which represents the commencement of the custody services; (ii) maintaining a system of accounts within its custody warehouse on behalf of IFUS and ICUS to ensure accurate, timely transfers of bitcoin at PDF Contract maturity (thereby mitigating ICUS’s clearing risk and ensuring safe storage of bitcoin, including when PDF Contracts settle through physical delivery); (iii) standing ready to accept bitcoin deposits from PDF Contract Traders at any point between execution and settlement of the PDF Contract; (iv) verifying account balances of PDF Contract Traders as their PDF Contracts approach expiration; (v) making transfers between PDF Contract Traders as instructed by ICUS when the PDF Contracts reach expiration; and (vi) permitting withdrawals of bitcoin as directed by PDF Contract Traders. The maximum duration of our performance obligation extends from trade execution through the later of settlement of a PDF Contract or the ultimate withdrawal of physically-delivered bitcoin underlying the PDF Contract. However, in our experience, less than 1% of PDF Contracts go to physical settlement. In certain arrangements with PDF Contract Traders, IFUS offers rebates to support market liquidity and trading volume, which provides qualified PDF Contract Traders with a discount to the applicable transaction fee. Under the terms of the Triparty Agreement, these rebates reduce the amount of the trading and clearing revenue that IFUS and ICUS pay to us. To the extent the rebates issued to PDF Contract Traders exceed the transaction fees collected by IFUS and ICUS, we pay IFUS and ICUS for the difference between the rebate amounts and the collected transaction fees. We do not receive any goods or services from IFUS or ICUS in exchange for the payment. The payment to IFUS and ICUS for such shortfall is required to be paid pursuant to the Triparty Agreement. We recognized revenues related to the Triparty Agreement of approximately $0.1 million, $0.1 million and $(2.0) million for the periods from October 15, 2021 through December 31, 2021 and January 1, 2021 through October 14, 2021 and the year ended December 31, 2020, respectively, net of less than $0.1 million for rebates and incentive payments (contra-revenue) for the period from October 15, 2021 through December 31, 2021 and approximately $0.2 million and $3.4 million for rebates and incentive payments (contra-revenue) for the period from January 1, 2021 through October 14, 2021 and the year ended December 31, 2020, respectively. The Triparty Agreement also required Bakkt Trust to make, and, subject to certain limits, to replenish as needed a $35.4 million default resource contribution to ICUS, to be used by ICUS in accordance with the ICUS rules. As described in Note 6, the contribution requirement was reduced to $15.0 million in 2021. The contribution is included in the “Deposits with clearinghouse (affiliate in Predecessor period)” current and noncurrent balances. Interest earned on the contribution, net of certain fees and costs, is paid to Bakkt Trust from ICUS. We did not earn any interest for the periods from October 15, 2021 through December 31, 2021 and January 1, 2021 through October 14, 2021. Total interest of $0.1 million was earned for the year ended December 31, 2020 and is included in “Interest income, net.” All interest earned was collected as of December 31, 2020. Prior to the Business Combination, we also recognized a capital contribution for the cost of the trading and clearing services provided by IFUS and ICUS pursuant to the Contribution Agreement, which reduced revenue attributable to the Triparty Agreement by $0.2 million and $0.7 million for the period from January 1, 2021 through October 14, 2021 and the year ended December 31, 2020, respectively (Note 10). We did not recognize a material reduction in revenue related to this capital contribution for the period from October 15, 2021 through December 31, 2021. Pursuant to a separate triparty agreement among ICE Futures Singapore (“IFS”), ICE Clear Singapore (“ICS”) and Opco, IFS and ICS provide trade execution and clearing services to customers that trade the cash-settled futures. We provide to IFS and ICS pricing data from its PDF Contracts and also licenses its name to IFS and ICS for use in marketing the cash-settled futures. ICS and IFS pay to us 35% of the net trading and clearing revenue that they earn with respect to these contracts. We are not a party to the contracts with customers that trade the cash-settled futures. To date, the cash-settled contracts have resulted in no net revenue payable to us. As of December 31, 2021 and 2020, we had $0 and approximately $1.9 million, respectively, reflected as “Due to related party (affiliate in Predecessor period)” in the balance sheets related to the intercompany services agreement and Triparty Agreement. As of December 31, 2021 and 2020, we had approximately $0.1 million and $0, respectively, as recorded within “Accounts receivable, net” in the balance sheets related to the intercompany services agreement and Triparty Agreement. Other Contractual Relationships with ICE Prior to the withdrawal of Bakkt Clearing’s ICUS membership on May 20, 2020, Bakkt Clearing was required to hold shares of ICE stock for ICUS membership privileges. These shares were carried at cost basis and evaluated periodically for impairment. In connection with the withdrawal of Bakkt Clearing’s ICUS membership, these shares were remeasured at fair value, with unrealized gains and losses being reflected as “Other income (expense), net” in the statements of operations. In June 2021, we sold all of its shares of ICE stock. For the period from January 1, 2021 through October 14, 2021, we recorded a realized loss on the sale of shares of affiliate stock of approximately $0.1 million. For the year ended December 31, 2020, we recorded an unrealized gain of $0.6 million which is included in “Other income (expense), net”. On February 21, 2020, ICE acquired 100% of the issued and outstanding ownership interests in Bridge2 Solutions (Note 4). On March 12, 2020, we completed Series C round of funding in the amount of $299.7 million and issued 270,000,000 Class C voting units to ICE and certain minority investors (Note 10). As part of this funding, ICE contributed the Bridge2 Solutions business to us at an enterprise value of $261.4 million with $10.1 million of additional goodwill, as discussed in Note 4, and made a $2.6 million cash contribution, approximately $1.4 million of which was used to pay acquisition-related expenses incurred by the Company. Additionally, we received approximately $36.6 million of cash contributions from ICE and certain minority investors. Minority Investor Transactions On May 19, 2020, we entered into an agreement to issue a warrant for our Class C voting units to a minority investor in exchange for certain management consulting services rendered by minority investor to us. The fair value of the warrant on the grant date was estimated to be approximately $1.6 million. See Note 10 for additional disclosures. | |
VPC IMPACT ACQUISITION HOLDINGS [Member] | ||
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, any 30-trading day 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 period ended October 14, 2021 and for the period from July 31, 2020 (inception) through September 30, 2020, the Company incurred $30,000, $90,000 and $0 in fees for these services, respectively. As of October 14, 2021 and December 31, 2020, $110,000 and $30,000 remained unpaid in the accrued expenses line item on the balance sheets, respectively. |
Business Combination and Acquis
Business Combination and Acquisition | 12 Months Ended |
Dec. 31, 2021 | |
Business Combination and Asset Acquisition [Abstract] | |
Business Combination and Acquisition | 4. Business Combination and Acquisition Business Combination The Business Combination was completed on October 15, 2021. The Business Combination was accounted for as a business combination under ASC 805. Opco constitutes a business, with inputs, processes, and outputs. Accordingly, the acquisition of Opco constitutes the acquisition of a business for purposes of ASC 805, and due to the change in control, has been accounted for using the acquisition method with the Company as the accounting acquirer and Opco as the accounting acquiree. We have been determined to be the accounting acquirer based on an evaluation of the following factors: • We are the sole managing member of Opco, the managing member has full and complete charge of all affairs of Opco and the existing non-managing • The Sponsor and Opco jointly designated six of the initial eight members of the Board; and • Equity Holders do not hold a controlling interest in the Company or Opco due to (1) the limitation imposed by the Voting Agreement entered into between the Company and ICE at Closing on ICE and its affiliates’ voting power to 30% of the total voting power of all shares of our Class A common stock, par value $0.0001 per share (“Class A common stock”), and our Class V common stock, par value $0.0001 per share (“Class V common stock,” together with the Class A common stock, the “Common Stock”) that are issued and outstanding and entitled to vote as of the relevant record date so long as it owns shares of Common Stock representing more than 50% of the total voting power of the Company, and (2) ICE and its affiliates do not unilaterally control the Board, as only one out of the eight members of the Board is affiliated with ICE, and the majority of the Board are independent directors not affiliated with ICE. These factors support the conclusion that the Company acquired a controlling interest in Opco and is the accounting acquirer. We are the primary beneficiary of Opco, which is a variable interest entity, since we have the power to direct the activities of Opco that most significantly impact Opco’s economic performance through our role as the managing member, and our ownership of Opco, which results in the right (and obligation) to receive benefits (and absorb losses) of Opco that could potentially be significant to us. Therefore, the Business Combination constituted a change in control and was accounted for using the acquisition method. Under the acquisition method, as the accounting acquirer, VIH’s net assets and stockholders equity retain their carrying values. The estimated fair value of the purchase price is allocated to the assets acquired and the liabilities assumed from Opco based on their estimated acquisition-date fair values. Opening successor cash and equity represent the carrying value of the accounting acquirer’s cash and equity and are not comparable to the predecessor cash and equity of Opco. Included in the opening cash balance as of October 15, 2021 was $207.4 million from the proceeds of the sale of the units in VIH’s Initial Public Offering and the sale of the private placement warrants, net of transaction costs, that was previously held in the Trust Account. The cash proceeds from the Trust Account were used for transaction expenses, deferred underwriting commission, redemption of Public Shares, and the operating activities of the Company following the Business Combination. We paid $84.5 million of cash for the repurchase of 8,452,042 shares Class A ordinary shares, for shareholders who elected to execute their redemption right, as presented within the financing activities of our statement of cash flows. The remaining 12,285,160 outstanding Class A ordinary shares of the Company, par value $0.0001 per share (the “Class A Ordinary Shares”), and 5,184,300 Class B ordinary shares of the Company, par value $0.0001 per share (the “Class B Ordinary Shares”), were exchanged for an equivalent number of shares of Class A common stock. We incurred $1.6 million of expenses directly related to the Business Combination from October 15, 2021 through December 31, 2021, which are reflected as “Acquisition-related expenses” in the statements of operations. Opco incurred approximately $24.8 million of expenses directly related to the Business Combination from January 1, 2021 through October 14, 2021, which are reflected as “Acquisition-related expenses” in the statements of operations, including a $12.1 million success fee for an investment bank advising Opco. At Closing, we paid approximately $7.3 million of deferred underwriting costs related to VIH’s initial public offering and $13.0 million of fees related to the $325.0 million in proceeds from the investors purchasing an aggregate of 32,500,000 shares of Class A common stock in connection with the Business Combination (the “PIPE Investment”). The cash inflow from the PIPE Investment is presented net of issuance costs within the financing section of the statement of cash flows. The fees associated with the PIPE were treated as a reduction of equity. Additionally, at Closing we paid approximately $0.9 million as a prepayment on Directors and Officers (“D&O”) insurance which is included in “Other current assets” in the balance sheets. Additionally, all outstanding membership interests and rights to acquire membership interests in Opco were exchanged for an aggregate of 208,200,000 Opco common units and an equal number of newly issued shares of our Class V common stock, par value $0.0001 per share (“Class V common stock”), which are non-economic, Each Opco common unit, when coupled with one share of our Class V common stock is referred to as a “Paired Interest.” Paired Interests may be exchanged for one share of our Class A common stock or a cash amount in accordance with the Third Amended and Restated Limited Liability Company Agreement of Opco and the Exchange Agreement, dated as of October 15, 2021, between the Company and certain holders of Opco common units (the “Exchange Agreement”). Following the Closing, the Company owned approximately 20.3% of the Opco common units and with the remaining Opco common units being owned by the equity owners of Opco prior to the Merger (the “Opco Equity Holders”). The following table summarizes the estimated fair value of the purchase consideration paid to Opco Equity Holders (in thousands, except per unit data): Consideration Equity consideration paid to Opco Equity Holders (1) $ 1,904,648 Cash paid for redeemed Opco Incentive Units (2) 1,488 Cash paid for seller transaction costs (3) 13,454 Total purchase consideration $ 1,919,590 (1) The equity consideration paid to Opco Equity Holders is equal to the estimated fair value of noncontrolling interest on the acquisition date. Equity consideration paid to Opco Equity Holders consisted of the following: Fair Value Opco common units 189,933 Fair value per unit $ 9.46 Fair value of Opco common units $ 1,796,769 Fair value of Opco common incentive units based on services rendered 107,879 Equity consideration paid to Opco Equity Holders $ 1,904,648 (2) Represents the cash paid to certain Opco Equity Holders in exchange for the redemption of 40% of the first one-third (3) Represents Opco’s liability to pay transaction costs as of the Business Combination date, which was settled with cash received from the Business Combination. We recorded the preliminary allocation of the purchase price to Opco’s assets acquired and liabilities assumed based on their fair values as of October 15, 2021. The preliminary purchase price allocation is as follows (in thousands): Fair Value Cash and cash equivalents, restricted cash and customer funds $ 30,837 Accounts receivable, net 17,009 Other current assets 5,090 Property, equipment and software 4,115 Deposits with clearinghouse, noncurrent (affiliate in Predecessor period) 15,151 Intangible assets 393,070 Goodwill 1,527,071 Deferred tax asset 140 Other assets 3,002 Total assets acquired 1,995,485 Accounts payable and accrued liabilities (52,997 ) Due to related party (affiliate in Predecessor period) (2,313 ) Other current liabilities (3,140 ) Deferred revenue, current (4,665 ) Participation unit liability (6,756 ) Deferred revenue, noncurrent (4,758 ) Other liabilities (1,266 ) Total liabilities assumed (75,895 ) Total purchase consideration $ 1,919,590 The goodwill of $1,527.1 million represents the excess purchase price over the fair value of the net tangible and identifiable intangible assets acquired and liabilities assumed. Qualitative factors that contribute to the recognition of goodwill include certain intangible assets that are not recognized as separate identifiable intangible assets apart from goodwill. Intangible assets not recognized apart from goodwill consist primarily of expertise and industry know-how The weighted average amortization period for the acquired intangible assets is 5.7 years. The fair value of the intangible assets is as follows (in thousands): Weighted Fair Value Trademarks / trade names (1) Indefinite $ 39,470 Licenses (2) Indefinite 241,320 Customer relationships (3) 8.0 44,970 Technology (4) 4.2 67,310 Total intangible assets acquired $ 393,070 (1) The trademarks / trade names represent those that Opco originated which were valued using the relief-from-royalty method. (2) The licenses represent those that Opco acquired that were valued using the with-and-without (3) The customer relationships represent the existing customer relationships of Opco that were valued by applying the multi-period excess earnings methodology. (4) The technology represents technologies acquired and developed by Opco for the purpose of operating its platform, which were valued using the relief-from-royalty method. The following unaudited pro forma financial information presents the combined results of operations as if the Business Combination and the acquisition of Bridge2 Solutions had occurred as of January 1, 2020. The unaudited pro forma financial information as presented below is for illustrative purposes and does not purport to represent what the results of operations would actually have been if the business combinations occurred as of the date indicated or what the results would be for any future periods. The unaudited pro forma results reflect the step-up Year ended Year ended Pro forma revenue, net $ 39,437 $ 34,154 Pro forma net loss (198,467 ) (168,751 ) Less: pro forma net loss attributable to noncontrolling interest (165,136 ) (140,376 ) Pro forma net loss attributable to Bakkt Holdings, Inc. $ (33,331 ) $ (28,375 ) Predecessor Acquisition Bridge2 Solutions, LLC On February 21, 2020, ICE acquired all of the issued and outstanding equity of Bridge2 Solutions LLC and its affiliated companies (collectively, “Bridge2 Solutions”), including their then-parent company B2S Holdings, Inc., a leading loyalty redemption platform provider connecting loyalty programs to ecommerce merchants allowing loyalty point holders to redeem a spectrum of loyalty currencies for digital assets, merchandise and services. On March 12, 2020, Bakkt completed a Series C round of financing valued at $300.0 million. As part of the financing, ICE contributed substantially all of the assets and liabilities of Bridge2 Solutions to the Company at a value of approximately $260.8 million. Bakkt accounted for the acquisition of Bridge2 Solutions as a common control transaction under ASC 805, as Bridge2 Solutions was owned by ICE prior to its combination with Opco. As such, we measured the recognized net assets of Bridge2 Solutions at the carrying amounts of the net assets previously recognized by ICE and began reflecting the operations of Bridge2 Solutions in its financial statements as of the date of its acquisition by ICE. This acquisition is included in the one reportable segment. The following table summarizes the fair values of the net assets acquired as of the acquisition date (in thousands): February 21, Cash and cash equivalents $ 10,652 Accounts receivable 10,158 Other current assets 1,284 Property and equipment 4,465 Customer relationships 53,620 Technology 11,990 Trade name 415 Other non-current 2,864 Goodwill 216,575 Total assets acquired 312,023 February 21, Accounts payable and accrued liabilities (22,450 ) Deferred revenue (12,703 ) Deferred income tax liabilities (3,005 ) Other non-current (2,402 ) Total liabilities assumed (40,560 ) Total purchase consideration $ 271,463 The identifiable intangible assets acquired were $53.6 million for customer relationships, which have been assigned a useful life of 12 years, approximately $12.0 million for acquired technology, which has been assigned a useful life of 7 years, and $0.4 million for a trade name, which has been assigned a useful life of 1 year. The weighted average amortization period for the acquired intangible assets is 11.0 years. The goodwill related to the acquisition represents the value paid for expertise and industry know-how The actual results of operations of the acquisition has been included in the statements of operations from the date of acquisition. The following table summarizes Bridge2 Solutions’ revenue and earnings included in the statements of operations from February 22, 2020 through December 31, 2020 (in thousands): February 22, 2020 – Revenue $ 30,774 Net loss (11,085 ) |
Goodwill and Intangible Assets,
Goodwill and Intangible Assets, Net | 12 Months Ended |
Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets, Net | 5. Goodwill and Intangible Assets, Net Changes in goodwill consisted of the following (in thousands): Predecessor Balance as of January 1, 2020 $ 16,854 Acquisition of Bridge2 Solutions 216,575 Balance as of December 31, 2020 233,429 Foreign currency translation (48 ) Balance as of October 14, 2021 $ 233,381 Successor Balance as of October 15, 2021 $ 1,527,071 Foreign currency translation 47 Balance as of December 31, 2021 $ 1,527,118 The opening balance of goodwill as of October 15, 2021 represents the fair value of goodwill on the Closing Date. See Note 4 for additional details. No goodwill impairment charges have been recognized in the periods presented. Intangible assets consisted of the following (in thousands): Successor December 31, 2021 Weighted Gross Accumulated Net Licenses Indefinite $ 241,320 $ — $ 241,320 Trademarks / trade names Indefinite 39,470 — 39,470 Technology 4.2 67,310 (3,415 ) 63,895 Customer relationships 8 44,970 (1,186 ) 43,784 Total $ 393,070 $ (4,601 ) $ 388,469 Predecessor December 31, 2020 Weighted Gross Accumulated Net Regulatory licenses Indefinite $ 554 $ — $ 554 Acquired technology 7 13,690 (1,879 ) 11,811 Customer relationships 12 53,620 (3,844 ) 49,776 Trade name 1 415 (357 ) 58 Total $ 68,279 $ (6,080 ) $ 62,199 Amortization of intangible assets for the periods from October 15, 2021 through December 31, 2021 and January 1, 2021 through October 14, 2021 and the year ended December 31, 2020 was $4.6 million, $5.1 million and $6.5 million, respectively, and is included in “Depreciation and amortization” in the statements of operations. Estimated future amortization for definite-lived intangible assets as of December 31, 2021 is as follows (in thousands): December 31, Year ending December 31: 2022 $ 21,811 2023 21,811 2024 21,871 2025 18,896 2026 7,628 Thereafter 15,662 Total $ 107,679 |
Consolidated Balance Sheet Comp
Consolidated Balance Sheet Components | 12 Months Ended |
Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Consolidated Balance Sheet Components | 6. Consolidated Balance Sheet Components Accounts Receivable, Net Accounts receivable, net consisted of the following (in thousands): Successor Predecessor December 31, December 31, Trade accounts receivable $ 11,404 $ 5,656 Unbilled receivables 5,448 2,590 Other receivables 1,500 2,312 Total accounts receivable 18,352 10,558 Less: allowance for doubtful accounts (210 ) (150 ) Total $ 18,142 $ 10,408 Other Current Assets Other current assets consisted of the following (in thousands): Successor Predecessor December 31, December 31, Prepaid expenses $ 4,784 $ 4,631 Customer consideration asset, current (Note 10) — 2,325 Total $ 4,784 $ 6,956 Property, Equipment and Software, Net Property, equipment and software, net consisted of the following (in thousands): Successor Predecessor December 31, December 31, Internal-use $ 3,550 $ 20,343 Purchased software 17 110 Office furniture and equipment 19 609 Other computer and network equipment 2,991 1,199 Leasehold improvements 277 479 Property, equipment and software, gross 6,854 22,740 Less: accumulated amortization and depreciation (733 ) (2,783 ) Total $ 6,121 $ 19,957 For the periods from October 15, 2021 through December 31, 2021 and January 1, 2021 through October 14, 2021, and the year ended December 31, 2020, depreciation and amortization expense related to property, equipment and software amounted to approximately $0.8 million, $4.4 million and $2.7 million, respectively, of which $0.4 million, $3.6 million and $0.9 million, respectively, related to amortization expense of capitalized internal-use ICE contributed to the Opco software obtained for internal use (Note 10). In connection with the Business Combination, this internal-use fair value of technology acquired by the Company (Note 4). As of December 31, 2020, the total amount capitalized was $19.8 million, $17.4 million of which had been placed in service. We entered into a software license agreement that required a minimum usage fee of approximately $0.7 million annually for the contract term. The license was capitalized at the present value of minimum license payments over the contract term. We recognized a corresponding liability for the license payments. The software license was being amortized over the contract term. During the period from October 15, 2021 through December 31, 2021, we terminated the software license agreement. As a result of the termination, we recorded an impairment charge of approximately $1.2 million for the impairment of the related asset to a fair value of $0 and income of $1.3 million for the extinguishment of the related liability. The impairment charge and income are reflected as “Impairment of long-lived assets” and “Other income (expense), net”, respectively. During 2020, various customizations were made to an application being developed by a third party for Bakkt Marketplace to expand the application’s functionality to meet our business requirements. The application was customized to include necessary features, and its testing began in the second half of 2020. The testing indicated that the desired results would not be met, which was identified as a triggering event for impairment analysis that concluded that the application would not provide a viable solution for its business requirements. As a result, the carrying value of the capitalized internal-use internal-use During 2020, we terminated a software license agreement in accordance with the terms of the agreement. The license was related to the underlying clearing software utilized by Bakkt Clearing and had a five write-off During 2020, we purchased payment software to use in the roll-out API-based write-off Deposits with Clearinghouse Deposits with clearinghouse, current and noncurrent, consisted of the default resource contribution (Note 8). The default resource contribution amounted to approximately $15.2 million and $35.4 million as of December 31, 2021 and 2020, respectively. On January 19, 2021, ICUS self-certified a rule change with the CFTC, reducing Bakkt Trust’s “skin-in-the-game” two-week Other Assets Other assets consisted of the following (in thousands): Successor Predecessor December 31, December 31, Customer consideration asset, noncurrent (Note 10) $ — $ 2,713 Operating lease right-of-use 11,239 1,799 Finance lease right-of-use — 468 Other 2,640 598 Total $ 13,879 $ 5,578 Accounts Payable and Accrued Liabilities Accounts payable and accrued liabilities consisted of the following (in thousands): Successor Predecessor December 31, December 31, Accounts payable $ 10,646 $ 7,165 Accrued expenses 20,130 14,808 Purchasing card payable 17,698 12,683 Salaries and benefits payable 13,349 6,018 Other 2,267 2,241 Total $ 64,090 $ 42,915 Other Current Liabilities Other current liabilities consisted of the following (in thousands): Successor Predecessor December 31, December 31, Participation units liability, current (Note 11) $ 2,027 $ — Current maturities of operating lease liability 615 953 Software license obligation, current — 675 Current maturities of finance lease liability — 129 Other 1,075 186 Total $ 3,717 $ 1,943 Other Noncurrent Liabilities Other noncurrent liabilities consisted of the following (in thousands): Successor Predecessor December 31, December 31, Software license obligation, noncurrent $ — $ 1,233 Participation units liability, non-current 2,027 870 Operating lease liability, noncurrent (Note 17) 10,647 847 Finance lease liability, noncurrent — 369 Total $ 12,674 $ 3,319 |
Tax Receivable Agreement
Tax Receivable Agreement | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Tax Receivable Agreement | 7. Tax Receivable Agreement On October 15, 2021, we entered into a Tax Receivable Agreement with certain Opco Equity Holders. Pursuant to the Tax Receivable Agreement, among other things, holders of Opco common units may, subject to certain conditions, from and after April 15, 2022, exchange such Paired Interests for Class A common stock on a one-for-one The exchanges are expected to result in increases in the tax basis of the tangible and intangible assets of Opco. These increases in tax basis may reduce the amount of tax that we would otherwise be required to pay in the future. These increases in tax basis may also decrease gains (or increase losses) on future dispositions of certain capital assets to the extent tax basis is allocated to those capital assets. The Tax Receivable Agreement provides for the payment by us to exchanging holders of Opco common units of 85% of certain net income tax benefits, if any, that we realize (or in certain cases is deemed to realize) as a result of these increases in tax basis and certain other tax attributes of Opco and tax benefits related to entering into the Tax Receivable Agreement, including tax benefits attributable to payments under the Tax Receivable Agreement. This payment obligation is an obligation of the Company and not of Opco. For purposes of the Tax Receivable Agreement, the cash tax savings in income tax will be computed by comparing our actual income tax liability (calculated with certain assumptions) to the amount of such taxes that we would have been required to pay had there been no increase (or decrease) to the tax basis of the assets of Opco as a result of Opco having an election in effect under Section 754 of the Code for each taxable year in which an exchange of Opco common units for Class A common stock occurs and had we not entered into the Tax Receivable Agreement. Such increase or decrease will be calculated under the Tax Receivable Agreement without regard to any transfers of Opco common units or distributions with respect to such Opco common units before the exchange under the Exchange Agreement to which Section 743(b) or 734(b) of the Code applies. As of December 31, 2021, no such exchanges have occurred, and as such, no value has been recorded under the Tax Receivable Agreement. |
Related Parties
Related Parties | 12 Months Ended |
Dec. 31, 2021 | |
Related Party Transactions [Abstract] | |
Related Parties | 8. Related Parties ICE Management and Technical Support In December 2018, we entered into an intercompany services agreement with ICE to provide management and technical support services. For the period October 15, 2021 through December 31, 2021 and January 1, 2021 through October 14, 2021 and the year ended December 31, 2020, expenses of $0, $1.5 million and $3.1 million, respectively have been recorded in connection with this agreement and are reflected as “Related party expenses (affiliate in Predecessor periods)” in the statements of operations. Prior to the Business Combination, ICE also made various payroll distributions and payments to vendors on behalf of Opco and made unitary state income taxes on behalf of DACC Technologies, Inc., and Digital Asset Custody Company, Inc. (collectively with DACC Technologies, Inc., “DACC”). Upon consummation of the Business Combination, we entered into a Transition Services Agreement (“TSA”) with ICE in which ICE will provide insurance, digital warehouse, data center, technical support, and other transition-related services in exchange for quarterly service fees to be paid by us. We recognized $0.6 million of expense related to the TSA for the period from October 15, 2021 through December 31, 2021, which is reflected as “Related party expenses (affiliate in Predecessor periods)” in the statements of operations and “Due to related party (affiliate in Predecessor period)” in the balance sheets. Purchase and Sale Agreement with Executive A Company executive was a party to the Purchase and Sale Agreement entered into during April 2019, by and among, DACC, the Company, and each of the sellers of DACC. The Company executive owned approximately three percent of DACC’s equity prior to the sale and was paid approximately $0.2 million as consideration for the shares owned at closing and additional amount of less than $0.1 million upon the release of the escrow amount during 2020. Triparty Agreements The Triparty Agreement entered into in August 2019 provides for IFUS to list for trading one or more digital currency futures and/or options contracts, and for ICUS to serve as the clearing house to provide central counterparty and ancillary services for such contracts. The Triparty Agreement also governs our PDF Contracts (Note 2). The PDF Contracts generally have a duration of less than one month, and substantially all of the PDF Contracts are settled in the same month in which the trade execution is initiated. At the expiration of a PDF Contract, physical delivery will occur if the counterparties to the PDF Contract have not previously settled the PDF Contract. PDF Contract Traders are generally institutional investors and market makers that enter into agreements separately with each of IFUS, ICUS and us for trading, clearing and custody related services, respectively. With respect to our provision of custody services that are necessary to support the trading and clearing services provided by IFUS and ICUS for the PDF Contracts, our customers are IFUS and ICUS, who are related parties. In this regard, our obligation is to provide a stand-ready custody function that supports the trading and clearing services for the PDF Contracts. Our obligation to provide a stand-ready custody function includes related promises such as: (i) the initial onboarding of PDF Contract Traders to the custody warehouse, which represents the commencement of the custody services; (ii) maintaining a system of accounts within its custody warehouse on behalf of IFUS and ICUS to ensure accurate, timely transfers of bitcoin at PDF Contract maturity (thereby mitigating ICUS’s clearing risk and ensuring safe storage of bitcoin, including when PDF Contracts settle through physical delivery); (iii) standing ready to accept bitcoin deposits from PDF Contract Traders at any point between execution and settlement of the PDF Contract; (iv) verifying account balances of PDF Contract Traders as their PDF Contracts approach expiration; (v) making transfers between PDF Contract Traders as instructed by ICUS when the PDF Contracts reach expiration; and (vi) permitting withdrawals of bitcoin as directed by PDF Contract Traders. The maximum duration of our performance obligation extends from trade execution through the later of settlement of a PDF Contract or the ultimate withdrawal of physically-delivered bitcoin underlying the PDF Contract. However, in our experience, less than 1% of PDF Contracts go to physical settlement. In certain arrangements with PDF Contract Traders, IFUS offers rebates to support market liquidity and trading volume, which provides qualified PDF Contract Traders with a discount to the applicable transaction fee. Under the terms of the Triparty Agreement, these rebates reduce the amount of the trading and clearing revenue that IFUS and ICUS pay to us. To the extent the rebates issued to PDF Contract Traders exceed the transaction fees collected by IFUS and ICUS, we pay IFUS and ICUS for the difference between the rebate amounts and the collected transaction fees. We do not receive any goods or services from IFUS or ICUS in exchange for the payment. The payment to IFUS and ICUS for such shortfall is required to be paid pursuant to the Triparty Agreement. We recognized revenues related to the Triparty Agreement of approximately $0.1 million, $0.1 million and $(2.0) million for the periods from October 15, 2021 through December 31, 2021 and January 1, 2021 through October 14, 2021 and the year ended December 31, 2020, respectively, net of less than $0.1 million for rebates and incentive payments (contra-revenue) for the period from October 15, 2021 through December 31, 2021 and approximately $0.2 million and $3.4 million for rebates and incentive payments (contra-revenue) for the period from January 1, 2021 through October 14, 2021 and the year ended December 31, 2020, respectively. The Triparty Agreement also required Bakkt Trust to make, and, subject to certain limits, to replenish as needed a $35.4 million default resource contribution to ICUS, to be used by ICUS in accordance with the ICUS rules. As described in Note 6, the contribution requirement was reduced to $15.0 million in 2021. The contribution is included in the “Deposits with clearinghouse (affiliate in Predecessor period)” current and noncurrent balances. Interest earned on the contribution, net of certain fees and costs, is paid to Bakkt Trust from ICUS. We did not earn any interest for the periods from October 15, 2021 through December 31, 2021 and January 1, 2021 through October 14, 2021. Total interest of $0.1 million was earned for the year ended December 31, 2020 and is included in “Interest income, net.” All interest earned was collected as of December 31, 2020. Prior to the Business Combination, we also recognized a capital contribution for the cost of the trading and clearing services provided by IFUS and ICUS pursuant to the Contribution Agreement, which reduced revenue attributable to the Triparty Agreement by $0.2 million and $0.7 million for the period from January 1, 2021 through October 14, 2021 and the year ended December 31, 2020, respectively (Note 10). We did not recognize a material reduction in revenue related to this capital contribution for the period from October 15, 2021 through December 31, 2021. Pursuant to a separate triparty agreement among ICE Futures Singapore (“IFS”), ICE Clear Singapore (“ICS”) and Opco, IFS and ICS provide trade execution and clearing services to customers that trade the cash-settled futures. We provide to IFS and ICS pricing data from its PDF Contracts and also licenses its name to IFS and ICS for use in marketing the cash-settled futures. ICS and IFS pay to us 35% of the net trading and clearing revenue that they earn with respect to these contracts. We are not a party to the contracts with customers that trade the cash-settled futures. To date, the cash-settled contracts have resulted in no net revenue payable to us. As of December 31, 2021 and 2020, we had $0 and approximately $1.9 million, respectively, reflected as “Due to related party (affiliate in Predecessor period)” in the balance sheets related to the intercompany services agreement and Triparty Agreement. As of December 31, 2021 and 2020, we had approximately $0.1 million and $0, respectively, as recorded within “Accounts receivable, net” in the balance sheets related to the intercompany services agreement and Triparty Agreement. Other Contractual Relationships with ICE Prior to the withdrawal of Bakkt Clearing’s ICUS membership on May 20, 2020, Bakkt Clearing was required to hold shares of ICE stock for ICUS membership privileges. These shares were carried at cost basis and evaluated periodically for impairment. In connection with the withdrawal of Bakkt Clearing’s ICUS membership, these shares were remeasured at fair value, with unrealized gains and losses being reflected as “Other income (expense), net” in the statements of operations. In June 2021, we sold all of its shares of ICE stock. For the period from January 1, 2021 through October 14, 2021, we recorded a realized loss on the sale of shares of affiliate stock of approximately $0.1 million. For the year ended December 31, 2020, we recorded an unrealized gain of $0.6 million which is included in “Other income (expense), net”. On February 21, 2020, ICE acquired 100% of the issued and outstanding ownership interests in Bridge2 Solutions (Note 4). On March 12, 2020, we completed Series C round of funding in the amount of $299.7 million and issued 270,000,000 Class C voting units to ICE and certain minority investors (Note 10). As part of this funding, ICE contributed the Bridge2 Solutions business to us at an enterprise value of $261.4 million with $10.1 million of additional goodwill, as discussed in Note 4, and made a $2.6 million cash contribution, approximately $1.4 million of which was used to pay acquisition-related expenses incurred by the Company. Additionally, we received approximately $36.6 million of cash contributions from ICE and certain minority investors. Minority Investor Transactions On May 19, 2020, we entered into an agreement to issue a warrant for our Class C voting units to a minority investor in exchange for certain management consulting services rendered by minority investor to us. The fair value of the warrant on the grant date was estimated to be approximately $1.6 million. See Note 10 for additional disclosures. |
Warrants
Warrants | 9 Months Ended | 12 Months Ended |
Oct. 14, 2021 | Dec. 31, 2021 | |
Warrants | 9. Warrants As of December 31, 2021, there were 7,141,035 public warrants and 0 private placement warrants outstanding. public warrants may only be exercised for a whole number of shares. No fractional shares will be issued upon exercise of the public warrant. Each warrant entitles its holders to purchase one share of Class A common stock at an exercise price of $11.50 per share. The public warrants and private placement warrants became exercisable on November 15, 2021. The public warrants will expire five years after the Closing Date, or earlier upon redemption or liquidation. We may redeem the outstanding warrants when various conditions are met, such as specific stock prices, as detailed in the specific warrant agreements. The warrants are recorded as a liability and reflected as “Warrant liability” in the balance sheets. During the period from October 15, 2021 through December 31, 2021, we issued 7,194,928 shares of Class A common stock in exchange for the exercise of 3,227,566 public warrants and the cashless exercise of 6,147,440 private placement warrants. We received $37.1 million in proceeds from the exercise of the public warrants. We recognized a loss from the change in fair value of the warrant liability during the period from October 15, 2021 through December 31, 2021 of $79.4 million. | |
VPC IMPACT ACQUISITION HOLDINGS [Member] | ||
Warrants | NOTE 8 — WARRANTS LIABILITIES At October 14, 2021 and December 31, 2020, the fair value of the Public Warrants was $17,211,878 and $11,509,147, respectively and the fair value of the Private Placement Warrants was $14,618,000 and $11,003,918 respectively. Public Warrants may only be exercised for a whole number of shares. No fractional shares will be issued upon exercise of the Public Warrants. The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination or (b) one year from the closing of the Initial Public Offering. The Public Warrants will expire five years from the completion of a Business Combination or earlier upon redemption or liquidation. 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 day three 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 number of shares based on the redemption date and the “fair market value” of the Company’s Class A ordinary shares; • 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 day three • if the closing price of the Class A ordinary shares for any 20 trading days within a 30-trading day 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, |
Stockholders' Equity
Stockholders' Equity | 9 Months Ended | 12 Months Ended |
Oct. 14, 2021 | Dec. 31, 2021 | |
Stockholders' Equity | 10. Stockholders’ Equity Preferred Stock We are authorized to issue 1,000,000 shares of preferred stock with a par value of $0.0001 per share. The holders of a series of preferred stock shall be entitled only to such voting rights as shall expressly be granted thereto by the Certificate of Incorporation (including any certificate of designation relating to such series of preferred stock). As of December 31, 2021, no shares of preferred stock have been issued. Common Stock Class A Common Stock We are authorized to issue 750,000,000 shares with a par value of $0.0001 per share. Each holder of Class A common stock is entitled to one vote for each share of Class A common stock held of record by such holder on all matters on which stockholders generally or holders of Class A common stock as a separate class are entitled to vote, including the election or removal of directors (whether voting separately as a class or together with one or more classes of our capital stock). As of December 31, 2021, there were 57,164,388 shares of Class A common stock issued and outstanding. Dividends Subject to preferences that may be applicable to any outstanding preferred stock, the holders of shares of Class A common stock are entitled to receive ratably such dividends, if any, as may be declared from time to time by our Board out of funds legally available therefor. Liquidation In the event of any voluntary or involuntary liquidation, dissolution or winding up of our affairs, the holders of Class A common stock are entitled to share ratably in all assets remaining after payment of our debts and other liabilities, subject to prior distribution rights of preferred stock or any class or series of stock having a preference over the Class A common stock, then outstanding, if any. Class V Common Stock We are authorized to issue 250,000,000 shares with par value $0.0001 per share. These shares have no economic value but entitle the holder to one vote per share. Each Opco common unit, when coupled with one share of our Class V common stock is referred to as a “Paired Interest.” Paired Interests may be exchanged for one share of our Class A common stock or a cash amount in accordance with the Third Amended and Restated Limited Liability Company Agreement of Opco, and the Exchange Agreement. As of December 31, 2021, there were 206,271,792 shares of Class V common stock issued and outstanding. Dividends Dividends shall not be declared or paid on the Class V common stock. Liquidation In the event of any voluntary or involuntary liquidation, dissolution or winding up of our affairs, the holders of Class V common stock shall not be entitled to receive any of our assets. Restrictions In the event that any outstanding share of Class V common stock ceases to be held directly or indirectly by a holder of a Opco common units, such share will automatically be transferred to us and cancelled for no consideration. We will not issue additional shares of Class V common stock after the effectiveness of the Certificate of Incorporation other than in connection with the valid issuance or transfer of Opco common units in accordance with Opco’s Third Amended and Restated Limited Liability Company Agreement (the “LLC Agreement”). Members’ Equity Prior to the Business Combination, Opco had three classes of voting units – Class A, Class B and Class C voting units – and incentive units granted under the Opco Incentive Equity Plan (the “Opco Plan”) (Note 11). In December 2018, pursuant to the contribution agreement between Opco and ICE in connection with ICE’s formation of Opco (the “Contribution Agreement”), ICE committed to contribute developed assets and licenses in exchange for 400,000,000 Class A voting units. The primary value contributed by ICE was the access to the trading and clearing services to be provided for the duration of the Triparty Agreement. Prior to 2020, ICE had contributed developed technology assets of $1.7 million, which is included in “Property, equipment and software, net” (Note 6). The contribution from ICE and associated increase in “Members’ equity” for the Class A voting units issued was recognized over time as the services were provided. During the period from January 1, 2021 through October 14, 2021 and the year ended December 31, 2020, ICE contributed approximately $0.2 million and $0.7 million, respectively, of exchange and clearing license value based on costs incurred by IFUS and ICUS for executing and clearing bitcoin futures under the Triparty Agreement. This is shown as a reduction to “Net revenues” in the statements of operations and an increase to “Members’ equity” in the balance sheets. The reduction to revenue for the period from October 15, 2021 through December 31, 2021 was immaterial. Also, in December, 2018, ICE and minority investors contributed $182.5 million in exchange for Class B voting units. This was comprised of $111.5 million and $71.0 million contributed by ICE and other Class B voting unit holders (“Minority Investors”), respectively. Each Class B voting unit was convertible at the option of the voting unit holder any time into Class A voting units using a defined conversion price formula. All Class B voting units were to convert automatically to Class A voting units in the event of an initial public offering. ICE had a call option on voting units held by Minority Investors that had a trigger date on the fifth anniversary of the launch of certain services, which occurred on September 23, 2019, and ending on the second anniversary after the trigger date. The Minority Investors had a put option on the voting units held requiring ICE to purchase the voting units, based on a trigger date on the third anniversary of the launch of certain services, which occurred on September 23, 2019, and ending on the second anniversary after the trigger date. The price on both the call and put was based on a fair market value calculation, as defined in the LLC Agreement. In February 2020, Opco entered into a second amended and restated limited liability company agreement. In March 2020, Opco issued approximately 270,000,000 Class C voting units at a price of $1.11 per share for total consideration of $299.7 million. The issuance resulted in Opco recognizing approximately $9.6 million of compensation cost associated with its equity incentive plan (Note 11). In connection with the Business Combination (Note 4), the Opco equity holders converted 400,000,000 Opco Class A voting units, 192,453,454 Opco Class B voting units, and 270,270,270 Opco Class C voting units to 189,933,286 shares of Class V common stock on a pro rata basis. Additionally, we issued 17,473,362 shares of Class V common stock related to the outstanding Opco incentive units. Issuance of Class B Warrant On February 19, 2020, Opco issued a warrant to a strategic partner to purchase 15,000,000 of Opco’s Class B voting units (“Class B Warrant”), at an exercise price of $1.00 per unit, exercisable upon issuance, that expires 3 years from issuance. Since the strategic partner is also a customer of Opco, the issuance of the warrant was determined to be consideration payable to a customer and was recognized as a unit-based sales incentive at fair value on the warrant’s issuance date of $5.4 million, with a corresponding asset recognized and amortized over the term of the customer contract as a reduction to revenue (Note 3). The current and noncurrent portions of the corresponding asset are included in “Other current assets” and “Other assets,” respectively. The fair value of the Class B Warrant at the issuance date was measured using the Black-Scholes model. The key inputs used in the valuation were as follows: As of Dividend yield — % Risk-free interest rate 1.39 % Expected volatility 40.00 % Expected term (years) 3.00 Estimates were determined as follows (i) expected term based on the warrant’s contractual period, (ii) based on the blended volatilities of comparable public companies, (iii) risk-free interest rates based on the U.S. Treasury yield for the expected term, and (iv) an expected dividend yield of zero percent was used since we did not yet and do not yet presently expect to pay dividends. On April 6, 2021, the strategic partner elected to net exercise its Class B Warrant in exchange for 9,953,454 of Class B voting units. In October 2021, Opco updated its assessment of future revenue from its relationship with the strategic partner and determined that the carrying value of the customer consideration asset exceeded the revenue less cost to provide service expected to be recognized from this relationship. As a result, Opco recorded an impairment charge of approximately $3.6 million to measure the fair value of the customer consideration asset at $0. The impairment charge is reflected as “Impairment of long-lived assets”. Refer to Note 3 for additional disclosures of the revenue reductions related to the customer consideration asset. Issuance of Class C Warrant In May, 2020, Opco issued a warrant to a minority investor to purchase 3,603,600 of Opco’s Class C voting units (“Class C Warrant”), at an exercise price of $1.11 per unit. The warrant vests upon the fulfillment of certain service conditions, with an expiration date of September 23, 2024. The fair value of the warrant on the grant date was estimated to be approximately $1.6 million. Opco measured the fair value of the warrant at issuance using the Black-Scholes option pricing model. The key inputs used in the valuation were as follows: Dividend yield — % Risk-free interest rate 0.33 % Expected volatility 50.00 % Expected term (years) 4.35 Estimates of expected term were based on the contractual period of the warrants. Estimates of the volatility for the Black-Scholes option-pricing model were based on the blended volatilities of comparable public companies. The risk-free interest rates were based on the U.S. Treasury yield for a term consistent with the expected term. Opco had neither declared or paid any cash dividends and did not plan to pay cash dividends in the foreseeable future as of the issuance date. As a result, an expected dividend yield of zero percent was used. In August 2021, Opco amended the Class C Warrant to change the service conditions for 781,515 warrant units. The service conditions for the remaining 2,822,085 units were unchanged. Opco accounted for the amendment as a modification and remeasured the fair value of the modified warrant units on the modification date using the Black-Scholes model. The fair value of the modified warrant units on modification date was estimated to be approximately $1.0 million. The key inputs used in the valuation were as follows: Dividend yield — % Risk-free interest rate 0.41 % Expected volatility 45.00 % Expected term (years) 3.06 Estimates of expected term were based on the contractual period of the warrants. Estimates of the volatility for the Black-Scholes model were based on the blended volatilities of comparable public companies. The risk-free interest rates were based on the U.S. Treasury yield for a term consistent with the expected term. Opco had neither declared or paid any cash dividends and did not plan to pay cash dividends in the foreseeable future as of the issuance date. As a result, an expected dividend yield of zero percent was used. | |
VPC IMPACT ACQUISITION HOLDINGS [Member] | ||
Stockholders' 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 basis, subject to adjustment. In the case that additional Class A ordinary shares or equity-linked securities are issued or deemed issued in connection with a Business Combination, the number of Class A ordinary shares issuable upon conversion of all Founder Shares will equal, in the aggregate, 20% of the total number of Class A ordinary shares outstanding after such conversion (after giving effect to any redemptions of Class A ordinary shares by Public Shareholders), including the total number of Class A ordinary shares issued, or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of a Business Combination, excluding any Class A ordinary shares or equity-linked securities exercisable for or convertible into Class A ordinary shares issued, or to be issued, to any seller in a Business Combination and any Private Placement Warrants issued to the Sponsor, officers or directors upon conversion of Working Capital Loans; provided that such conversion of Founder Shares will never occur on a less than one-for-one |
Share-Based and Unit-Based Comp
Share-Based and Unit-Based Compensation | 12 Months Ended |
Dec. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Share-Based and Unit-Based Compensation | 11. Share-Based and Unit-Based Compensation 2021 Incentive Plan Our 2021 Omnibus Incentive Plan (the “2021 Incentive Plan”) became effective on the Closing Date with the approval of VIH’s shareholders and the Board of Directors. The 2021 Incentive Plan allows us to make equity and equity-based incentive awards to employees, non-employee Share-Based Compensation Expense During the period from October 15, 2021 through December 31, 2021, we granted 2,141,778 RSUs to employees and directors of Bakkt and Bakkt Trust. We recorded $1.0 million of share-based compensation expense for the period from October 15, 2021 through December 31, 2021 which is included in “Compensation and benefits” in the statements of operations. Unrecognized compensation expense as of December 31, 2021 was $18.6 million for the RSUs. The unrecognized compensation expense will be recognized over a weighted-average period of 1.51 years. In January and February, 2022, we granted 6,869,070 RSUs and 4,765,378 PSUs to employees and directors of Bakkt and Bakkt Trust. The majority of these grants were related to initial employment agreements for executives, which were approved by the Compensation Committee of the Board of Directors. RSU Activity The following tables summarize RSU activity under the 2021 Incentive Plan for the period from October 15, 2021 through December 31, 2021 (in thousands, except per unit data): Successor RSUs Number Weighted Weighted Aggregate Outstanding as of October 15, 2021 — Granted 2,142 $ 9.18 $ 19,669 Forfeited — Outstanding as of December 31, 2021 2,142 1.51 $ 9.18 Vested as of December 31, 2021 — Opco Plan In December 2018, Opco established the Opco Plan. The purpose of the Opco Plan was to provide incentives to selected employees, directors, and service providers to promote long-term growth and profitability. Three types of awards may be granted under the Opco Plan: (1) preferred incentive units, (2) common incentive units, and (3) participation units. The total number of units that Opco was authorized to issue under the Opco Plan was 156,000,000, which were granted at the discretion of the Compensation Committee of the Board of Directors of the Company. Preferred incentive units and common incentive units (collectively, “incentive units”) represent an ownership interest in Opco and are entitled to receive distributions from Opco, subject to certain vesting conditions. Opco classifies incentive units as equity awards on its consolidated balance sheets. Participation units, issued directly by Opco to Opco Plan participants, do not represent an ownership interest in Opco but rather provide Opco Plan participants the contractual right to participate in the value of Opco, if any through a cash payment upon the occurrence of certain events following vesting of the participation units. Because participation units are settled in cash, Opco classifies participation units as liability awards on its consolidated balance sheets. The units are unvested on the grant date and are subject to the vesting terms in the award agreement. They do not receive distributions until such units are vested. The units vest subject to continuous employment through the vesting date (subject to limited exceptions), and the achievement of certain performance and market conditions. A portion of the units may be subject to vesting upon a liquidity event, initial public offering, or partial exit event, or to the extent any incentive units and participation units remain outstanding and unvested on the date that is the eight-year anniversary of the launch of one of Opco’s services in a production environment, which occurred on September 23, 2019, these remaining units will vest based on the calculated fair market value of Opco as of such date. The Business Combination was an initial public offering vesting event contemplated in the Opco Plan. On December 19, 2018, Opco and Bakkt Management, LLC (the “Management Vehicle”), a wholly-owned subsidiary of Opco, entered into the Back-to-Back Back-to-Back In February 2020, the Compensation Committee of the Board of Directors of ICE (the previous administrators of the Opco Plan) approved the exchange of certain participation units into common incentive units (the “Unit Exchange”). The Unit Exchange was communicated to eligible participants in April 2020, all of whom elected to participate in the exchange. Under the Unit Exchange, each participation unit was exchanged for common incentive units at a 1.00:1.11 ratio. The Unit Exchange did not result in additional compensation expense because the fair value of the units immediately before and after the modification was the same. In May 2020, Opco amended the Opco Plan. Under the modified Opco Plan, participants have the opportunity to continue to hold unvested units upon voluntary resignation of employment. The number of unvested units that a participant can continue to hold depends on the number of years that the participant was employed. Non-forfeited In anticipation of the Business Combination, certain incentive unit awards granted under the Opco Plan in late 2020 were modified. The modification was approved in April 2021. The modification required Opco to redeem 40% of the first one-third Upon consummation of the Business Combination, the 76,475,000 outstanding preferred incentive units and 23,219,745 outstanding common incentive units were converted into 17,473,362 Successor common incentive units, and the 10,811,502 outstanding participation units were converted into 1,197,250 Successor participation units. Contemporaneously with the conversion, approximately one-third one-third one-year two-year Unit-Based Compensation Expense Unit-based compensation expense for the period from October 15, 2021 through December 31, 2021, was as follows (in thousands): Successor Type of unit Compensation Statement of Balance Sheet Common incentive unit $ 42,376 Compensation Noncontrolling Participation unit 2,516 Compensation Other noncurrent Total $ 44,892 Unit-based compensation expense for the period from January 1, 2021 through October 14, 2021, was as follows (in thousands): Predecessor Type of unit Compensation Statement of Balance Sheet Preferred incentive unit $ 14,091 Compensation Mezzanine Common incentive unit 12,447 Compensation Mezzanine Participation unit 7,339 Compensation Other noncurrent Total $ 33,877 Unit-based compensation expense for the year ended December 31, 2020 was as follows (in thousands): Predecessor Type of unit Compensation Statement of Balance Sheet Preferred incentive unit $ 9,210 Compensation Mezzanine Common incentive unit 1,727 Compensation Mezzanine Participation unit 712 Compensation Other noncurrent Total $ 11,649 Included in the unit-based compensation expense for the period from October 15, 2021 through December 31, 2021 is $47.2 million of accelerated expense related to the incremental fair value of Successor common incentive and participation units based on remeasurement of the fair value of common incentive units and participation units in the Opco Plan on the Closing Date, as well as acceleration of expense for non-substantive Included in the unit-based compensation expense for the period January 1, 2021 through October 14, 2021 is approximately $30.6 million of accelerated expense related to the one-third Included in the unit-based compensation expense for the year ended December 31, 2020 is approximately $9.6 million of accelerated expense related to Opco’s incentive and participation units resulting from the issuance of Class C voting units (Note 10). The additional compensation cost was recognized because the issuance of additional units changed the scenario in the Monte Carlo simulation that was used to calculate the fair value of incentive units and participation units. The new scenario resulted in an acceleration of the compensation cost recognized for Opco’s incentive and participation units. This compensation cost is included in “Acquisition-related expenses”. Unrecognized compensation expense as of December 31, 2021 was approximately $5.7 million and $1.9 million for common incentive units and participation units, respectively. The unrecognized compensation expense will be recognized over a weighted-average period of 1.79 years. Unrecognized compensation expense as of December 31, 2020 was approximately $13.7 million, $9.8 million, and $10.4 million for preferred incentive units, common incentive units, and participation units, respectively. At the time, the unrecognized compensation expense was to be recognized over a weighted-average period of 6.75 years. Unit Activity The following tables summarize common incentive unit activity under the Opco Plan for the period October 15, 2021 through December 31, 2021 (in thousands, except per unit data): Successor Common Incentive Units Number of Weighted Weighted Aggregate Outstanding as of October 15, 2021 17,473 2.00 $ 6.30 $ 109,998 Granted — Forfeited (1,134 ) $ 6.30 Outstanding as of December 31, 2021 16,339 1.79 $ 6.30 $ 133,240 Vested as of December 31, 2021 11,507 $ 93,840 The following tables summarize preferred incentive unit and common incentive unit activity under the Opco Plan for the period from January 1, 2021 through October 14, 2021 and the year ended December 31, 2020 (in thousands, except per unit data): Predecessor Preferred Incentive Units Number of Weighted Weighted Aggregate Outstanding as of January 1, 2020 82,125 7.73 $ 0.42 $ 34,493 Granted 3,350 $ 0.63 $ 2,105 Forfeited (9,000 ) $ 0.41 Outstanding as of December 31, 2020 76,475 6.75 $ 0.42 $ 88,711 Granted — Forfeited — Outstanding as of October 14, 2021 76,475 6.04 $ 0.42 $ 141,058 Vested as of October 14, 2021 — Predecessor Common Incentive Units Number of Weighted Weighted Aggregate Outstanding as of January 1, 2020 3,750 7.73 $ 0.34 $ 1,275 Granted 31,333 $ 0.42 $ 13,065 Forfeited (8,250 ) $ 0.33 Outstanding as of December 31, 2020 26,833 6.75 $ 0.43 $ 25,760 Granted — Forfeited (3,613 ) $ 0.39 Outstanding as of October 14, 2021 23,220 6.04 $ 0.53 $ 25,605 Vested as of October 14, 2021 — The participation units granted during the periods from October 15, 2021 through December 31, 2021 and January 1, 2021 through October 14, 2021, and the year ended December 31, 2020 were 0.0 million, zero, and 10.7 million, respectively. The total number of participation units outstanding as of December 31, 2021, October 14, 2021, and December 31, 2020 were 0.7 million, 10.8 million, and 11.8 million, respectively. During the Successor period, we granted certain employees awards, which are payable over a two-year Determination of Fair Value The fair value of incentive and participation units granted is calculated through a Monte Carlo simulation based on various outcomes. Opco determined that a Monte Carlo simulation was an appropriate estimation model because of the market condition associated with the vesting of the units. The determination of the fair value of the units is affected by Opco’s stock price and certain assumptions such as Opco’s expected stock price volatility over the term of the units, risk-free interest rates, and expected dividends, which are determined as follows: • Expected term – The expected term represents the period that a unit is expected to be outstanding. • Volatility – Opco has limited historical data available to derive its own stock price volatility. As such, Opco estimates stock price volatility based on the average historic price volatility of comparable public industry peers. • Risk-free interest rate – The risk-free rate is based on the U.S. Treasury yield curve in effect on the grant date for securities with similar expected terms to the term of Opco’s incentive units. • Expected dividends – Expected dividends is assumed to be zero as Opco has not paid and does not expect to pay cash dividends or non-liquidating • Discount for lack of marketability – an estimated two year time to exit Predecessor awards and the six month lock-up restriction on Successor awards is reflected as a discount for lack of marketability estimated using the Finnerty model. The inputs used in the models to estimate the fair value of the common incentive units and participation units granted in 2021 and preferred incentive units, common incentive units, and participation units granted in 2020, including the common incentive units granted in connection with the Unit Exchange, are summarized as follows: Successor Predecessor December 31, December 31, Dividend yield — % — % Risk-free interest rate 0.06% - 0.36 % 1.85 % Expected volatility 51.00% - 53.00 % 45.00 % Expected term (years) 0.50 - 2.00 4.73 and 7.73 Discount for lack of marketability 8.20 % 21.00% - 24.00 % |
Net Loss per share
Net Loss per share | 12 Months Ended |
Dec. 31, 2021 | |
Earnings Per Share [Abstract] | |
Net Loss per share | 12. Net Loss per share Basic earnings per share is based on the weighted average number of shares of Class A common stock issued and outstanding during the Successor period. Diluted earnings per share is based on the weighted average number shares of Class A common stock issued and outstanding and the effect of all dilutive common stock equivalents and potentially dilutive share-based awards outstanding during the Successor period. For the Successor period, there is no difference in the number of shares used to calculate basic and diluted shares outstanding due to our net loss position. The potentially dilutive securities that would be anti-dilutive due to our net loss are not included in the calculation of diluted net loss per share attributable to controlling interest. The anti-dilutive securities are included in the table below. The following is a reconciliation of the denominators of the basic and diluted per share computations for net loss (in thousands, except share and per share data): Successor From through 2021 Net Loss per share: Numerator – basic and diluted: Net loss $ (164,827 ) Less: Net loss attributable to noncontrolling interest (120,832 ) Net loss attributable to Bakkt Holdings, Inc. – basic and diluted $ (43,995 ) Denominator – basic and diluted: Weighted average shares outstanding – basic and diluted 54,018,064 Net loss per share – basic and diluted $ (0.81 ) Potential common shares issuable to employee or directors upon exercise or conversion of shares under our share-based and unit-based compensation plans and upon exercise of warrants are excluded from the computation of diluted earnings per common share when the effect would be anti-dilutive. The following table summarizes the total potential common shares excluded from diluted loss per common share as their effect would be anti-dilutive: Successor From through 2021 RSUs 2,141,778 Private and public warrants 7,141,035 Opco warrants 793,352 Opco unvested incentive units 4,831,432 Opco common units 201,440,360 Total 216,347,957 |
Capital Requirements
Capital Requirements | 12 Months Ended |
Dec. 31, 2021 | |
Financial Services, Banking and Thrift [Abstract] | |
Capital Requirements | 13. Capital Requirements Bakkt Trust Bakkt Clearing Bakkt Marketplace The minimum capital requirements to which our subsidiaries are subject may restrict their ability to transfer cash. We may also be required to transfer cash to our subsidiaries such that they may continue to meet these minimum capital requirements. |
Commitment and Contingencies
Commitment and Contingencies | 9 Months Ended | 12 Months Ended |
Oct. 14, 2021 | Dec. 31, 2021 | |
Commitments and Contingencies | 14. Commitments and Contingencies 401(k) Plan We sponsor a 401(k) defined contribution plan covering all eligible U.S. employees. Both Company and employee contributions to the 401(k) plan are discretionary. For the period from October 15, 2021 through December 31, 2021 and January 1, 2021 through October 14, 2021 and the year ended December 31, 2020, we recorded approximately $0.5 million, $1.6 million and $1.5 million respectively of expenses related to the 401(k) plan. Litigation Legal and regulatory proceedings have arisen and may arise in the ordinary course of business. However, we do not believe that the resolution of these matters will have a material adverse effect on our financial position, results of operations or cash flows. However, future results could be materially and adversely affected by new developments relating to the legal proceedings and claims. Commercial Purchasing Card Facility We, through our loyalty business, have a purchasing card facility with a bank that we utilize for redemption purchases made from merchant partners as part of our loyalty redemption platform. Expenditures made using the purchasing card facility are payable monthly, are not subject to formula-based restrictions and do not bear interest if amounts outstanding are paid when due and in full. Among other covenants, the purchasing card facility requires us to maintain a month-end month-end Purchase Obligations In December 2021, we entered into a four-year cloud computing arrangement which includes minimum contractual payments due to the third-party provider. As of December 31, 2021, our outstanding purchase obligations consist of the following future minimum commitments (in thousands): Payments Due by Period Less than 1 1-3 years 3-5 years More than 5 Total Purchase obligations $ 2,250 $ 8,750 $ 9,000 $ — $ 20,000 | |
VPC IMPACT ACQUISITION HOLDINGS [Member] | ||
Commitments and Contingencies | NOTE 6—COMMITMENTS AND CONTINGENCIES Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 global pandemic and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of these consolidated financial statements. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. 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 was paid to the underwriters at the closing of the Business Combination on October 15, 2021. 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 voting shares of Bakkt Pubco. 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 equity holders 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. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 15. Income Taxes As a result of the Business Combination, the Company acquired a controlling interest in Opco, which is treated as a partnership for U.S. federal income tax purposes, and in most applicable state and local income tax jurisdictions. As a partnership, Opco is not itself subject to U.S. federal and certain state and local income taxes. Any taxable income or loss generated by Opco is passed through to and included in the taxable income or loss of its partners, including the Company following the Business Combination, on a pro rata basis. The Company’s U.S. federal and state income tax expense primarily relates to the Company’s allocable share of any taxable income or loss of Opco following the Business Combination. In addition, Opco’s wholly owned corporate subsidiaries that are consolidated for U.S. GAAP purposes but separately taxed for federal, state, and foreign income tax purposes as corporations are generating federal, state, and foreign income tax expense. The domestic and foreign components of income (loss) before income taxes for the following period were as follows (in thousands): Successor Predecessor October 15, through January 1, 2021 Year ended Domestic $ (153,831 ) $ (142,376 ) $ (82,339 ) Foreign 755 2,555 3,125 Total loss before provision for income taxes $ (153,076 ) $ (139,821 ) $ (79,214 ) Details of the income tax expense (benefit) are as follows (in thousands): Successor Predecessor October 15, through January 1, Year ended Current: Foreign $ 5 $ (763 ) $ 830 Federal — 161 — State 18 — (85 ) Total current income tax expense (benefit) 23 (602 ) 745 Deferred: Foreign — — (1 ) Federal 10,004 — (11 ) State 1,724 — (342 ) Total deferred income tax expense (benefit) 11,728 — (354 ) Total income tax expense (benefit) $ 11,751 $ (602 ) $ 391 Successor Predecessor October 15, through January 1, Year Ended Tax provision at federal statutory rate $ (32,146 ) $ (29,363 ) $ (16,635 ) Increase (decrease) in income tax resulting from: Tax on income not subject to entity level federal income tax — 29,859 17,716 Tax rate differences on income in other jurisdictions — — 172 State income taxes, net of federal tax effect 1,741 — (423 ) Noncontrolling interest 25,375 — — Fair value of warrant liability 16,668 — — Changes in valuation allowance (50 ) (301 ) 15 Stock Compensation — — (851 ) Other 163 (797 ) 397 Provision for (benefit from) income taxes $ 11,751 $ (602 ) $ 391 Effective tax rate -7.7 % 0.4 % -0.5 % The effective tax rate differs from the federal statutory rate primarily due to the loss allocated to noncontrolling interest that is not taxed to the Company and the non-deductible non-deductible For the period from January 1, 2021 through October 14, 2021 and the year ended December 31, 2020, Opco and its subsidiaries were classified as partnerships or other pass through entities for U.S. federal income tax purposes resulting in $0.6 million benefit from income taxes and $0.4 million income tax expense, respectively. The following summarizes the significant components of our deferred tax assets and liabilities (in thousands): Successor Predecessor December 31, December 31, Deferred tax assets: Net operating loss carryforwards 5,011 3,226 Deferred and share-based compensation 252 132 Acquisition costs — 138 Deferred revenue — 55 Property, equipment and software — 25 Other 51 — Total deferred tax assets 5,314 3,576 Less: valuation allowance (3,115 ) (2,901 ) Net deferred tax assets 2,199 675 Deferred tax liabilities: Investment in partnership $ 11,507 $ — Intercompany asset with Opco 2,285 — Customer relationships — 293 Acquired technology — 415 Other acquired intangibles — 21 Other — 41 Total deferred tax liabilities 13,792 770 Net deferred tax liabilities $ (11,593 ) $ (95 ) Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Deferred tax assets are reduced by a valuation allowance if, based on the weight of available evidence, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Our realizability of our deferred tax assets, in each jurisdiction, is dependent upon the generation of future taxable income sufficient to utilize the deferred tax assets on income tax returns, including the reversal of existing temporary differences, historical and projected operating results and tax planning strategies. We assessed that certain of its deferred tax assets were not more likely than not to be realized. As such, the Company has a valuation allowance of $3.1 million and $2.9 million as of December 31, 2021 and 2020, respectively. The increase in the valuation allowance during the year was primarily related to the assessment of the realizability of the deferred tax assets at DACC Technologies, Inc., for which the Company has determined it is not more likely than not that it will receive a benefit. As of December 31, 2021, the Company had gross federal net operating loss carryforwards (“NOLs”) of $17.1 million, of which $0.4 million will begin to expire in 2037 and $16.7 million can be carried forward indefinitely. The Company also had state NOLs of $21.4 million which begin to expire in 2037. The Company and its affiliates files income tax returns in the U.S. federal jurisdiction, various state jurisdictions and foreign jurisdictions. The Company is no longer subject to income tax examinations by tax authorities for years prior to 2017. Our non-U.S. Low-Taxed non-U.S. The effects of uncertain tax positions are recognized in the consolidated financial statements if these positions meet a “more-likely-than-not” likely-than-not” |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended | 12 Months Ended |
Oct. 14, 2021 | Dec. 31, 2021 | |
Fair Value Measurements | 16. Fair Value Measurements Financial assets and liabilities that are measured at fair value on a recurring basis are classified entirely as Level 1 as follows (in thousands): Successor As of December 31, 2021 Total Level 1 Level 2 Level 3 Liabilities: Warrant liability—public warrants $ 17,424 $ 17,424 $ — $ — Total Liabilities $ 17,424 $ 17,424 $ — $ — Predecessor As of December 31, 2020 Total Level 1 Level 2 Level 3 Assets: Investment in shares of affiliate stock $ 1,823 $ 1,823 $ — $ — Total Assets $ 1,823 $ 1,823 $ — $ — Our public warrant liability and investment in shares of affiliate stock are valued based on quoted prices in active markets and are classified within Level 1. The Private Placement Warrant liability was measured at fair value on a recurring basis using significant unobservable inputs (Level 3) during the Successor period until it was fully exercised on November 17, 2021. A reconciliation of the warrant liability associated with private placement warrants from October 15, 2021 through December 31, 2021 is summarized below (in thousands): Successor December 31, Balance as of October 15, 2021 $ 14,631 Loss from fair value of warrant liability 50,347 Exercise of warrants (64,978 ) Balance as of December 31, 2021 $ — The carrying amounts of certain financial instruments, including cash and cash equivalents, accounts receivables, unbilled accounts receivables, due from related party, deposits with clearinghouse, due to related party, accounts payable and accrued liabilities, and operating and finance lease obligations approximate their fair values due to their short- term nature. The balance of deposits with clearinghouse not invested in U.S. government securities are in the form of cash, and therefore approximate fair value. During the period from October 15, 2021 through December 31, 2021, we adjusted a software license asset and liability to fair value when impairment charges were recognized, which was on a non-recurring non-recurring internal-use non-recurring | |
VPC IMPACT ACQUISITION HOLDINGS [Member] | ||
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 October 14, 2021 and December 31, 2020, assets held in the Trust Account were comprised of $207,396,459 and $207,376,213 in money market funds which are invested primarily in U.S. Treasury Securities, respectively. Through October 14, 2021, the Company did not withdraw any interest income from the Trust Account. At October 14, 2021 and December 31, 2020, 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 October 14, 2021 and December 31, 2020 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 As of October 14, Quoted Prices Significant Significant Assets: Cash and Investments held in Trust Account $ 207,396,459 $ 207,396,459 $ — $ — Liabilities: Warrant Liability – Public Warrants $ 17,211,878 $ 17,211,878 $ — $ — Warrant Liability – Private Placement Warrants $ 14,630,907 $ — $ — $ 14,630,907 Description December 31, Quoted Prices Significant Significant Assets: Cash and Investments held in Trust Account $ 207,376,213 $ 207,376,213 $ — $ — Liabilities: Warrant Liability – Public Warrants $ 11,509,147 $ 11,509,147 $ — $ — Warrant Liability – Private Placement Warrants $ 11,003,918 $ — $ — $ 11,003,918 The Warrants were accounted for as liabilities in accordance with ASC 815-40 and 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: October 14, December 31, Stock price $ 9.68 $ 10.08 Exercise price $ 11.50 $ 11.50 Risk-free rate 1.13 % 0.36 % Volatility 35.0 % 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 Public Warrant Fair value as of September 25, 2020 (IPO) $ 8,160,000 $ 12,800,000 $ 20,960,000 Measurement on October 1, 2020 (Overa-Allotment) 200,518 475,495 676,013 Change in fair value 2,643,400 100,000 2,743,400 Transfer to Level 1 from Level 3 — (13,375,495 ) (13,375,495 ) Fair value as of January 1, 2021 11,003,918 — 11,003,918 Change in fair value 1,725,421 — 1,725,421 Fair value as of October 14, 2021 $ 14,630,907 $ — $ 14,630,907 |
Leases
Leases | 12 Months Ended |
Dec. 31, 2021 | |
Leases [Abstract] | |
Leases | 17. Leases We assumed operating and finance leases as a result of our acquisition of Bridge2 Solutions on February 21, 2020 for leased office facilities under the terms of various operating leases expiring through 2023. During the year ended December 31, 2021, we also entered into a new real estate lease for office space in Alpharetta, Georgia, that commenced on November 1, 2021, and expires in 2032. We reassessed leases as of the date of the Business Combination as part of our acquisition accounting described in Note 4. We consider a lease to have commenced on the date when we are granted access to the leased asset. Several of these leases include escalation clauses for adjusting rentals. The Company leases real estate for office space under operating leases and office equipment under finance leases. As of December 31, 2021, we do not have any active finance leases. Our real estate leases have remaining lease terms as of December 31, 2021 ranging from 16 months to 129 months, with one of our leases containing an option to extend the term for a period of 5 years exercisable by us, which we are not reasonably certain of exercising at commencement. None of our leases contain an option to terminate the lease without cause at the option of either party during the lease term. Certain equipment leases contain options to purchase the asset at the fair market value, available with the Company. Certain of our real estate leasing agreements include terms requiring us to reimburse the lessor for its share of real estate taxes, insurance, operating costs and utilities which we account for as variable lease costs when incurred since we have elected to not separate lease and non-lease The discount rates for all of our leases are based on our estimated incremental borrowing rate since the rates implicit in the leases were not determinable. Our incremental borrowing rate is based on management’s estimate of the rate of interest we would have to pay to borrow on a fully collateralized basis over a similar term an amount equal to the lease payments in a similar economic environment. We have elected the practical expedient under which lease components would not be separated from the non-lease non-lease Successor Predecessor For the through 2021 For the 2021 Year Ended Finance lease cost Amortization of right-of-use $ — $ 108 $ 185 Interest on lease liabilities 38 27 44 Operating lease cost 370 856 984 Short-term lease cost 33 202 — Variable lease cost 10 56 63 Total lease cost $ 451 $ 1,249 $ 1,276 The short-term lease cost disclosed in the Successor period above reasonably reflects our ongoing short-term lease commitments. Successor Predecessor From October 15, From January 1, Year Ended Operating Finance Operating Finance Operating Finance Cash paid for amounts included in the measurement of lease liabilities Cash flow from financing activities $ — $ 404 $ — $ 97 $ — $ 313 Cash flow from operating activities $ 106 $ 38 $ 871 $ 27 $ 1,126 $ 44 Supplemental non-cash right-of-use $ 10,347 $ — $ — $ — $ 2,991 $ 786 The weighted average remaining lease term for our operating leases was 120.7 months, and the weighted average discount rate for our operating leases was 5.0%. We do not have any active finance leases as of December 31, 2021. We were not party to any short-term leases during the periods presented. The following table shows balance sheet information about our leases: Successor Predecessor Balance sheet classification December 31, December 31, Operating leases: Right-of-use Other assets, noncurren $ 11,239 $ 1,799 Lease liabilities, current Other current liabilitie $ 615 $ 953 Lease liabilities, noncurrent Other liabilities, noncurren $ 10,647 $ 847 Finance leases: Right-of-use Other assets, noncurren $ — $ 468 Lease liabilities, current Other current liabilitie $ — $ 129 Lease liabilities, noncurrent Other liabilities, noncurren $ — $ 369 Future minimum lease payments under non-cancellable Operating Finance For the year ended December 31, 2022 (1) $ (3,114 ) $ — 2023 1,941 — 2024 1,774 — 2025 1,823 — 2026 1,873 — Thereafter 11,817 — Total undiscounted lease payments $ 16,114 $ — Less: Imputed interest $ (4,852 ) $ — Total lease liability $ 11,262 $ — Current $ 615 $ — Noncurrent (Other noncurrent liabilities) $ 10,647 $ — (1) Our new real estate lease for office space in Alpharetta, Georgia requires the landlord to reimburse certain expenditure incurred by us towards construction of improvements, which is expected to be received during the year ended December 31, 2022 and exceeds the payments required to be made pursuant to the lease during the year. |
Subsequent Events
Subsequent Events | 9 Months Ended | 12 Months Ended |
Oct. 14, 2021 | Dec. 31, 2021 | |
Subsequent Events | 18. Subsequent Events On January 31, 2022, we signed a lease agreement for office space in New York, New York. The lease will commence upon completion of tenant’s work to ready the space for occupancy and has a term of 94 months. The total fixed lease payments over the 94-month We have evaluated subsequent events and transactions and determined that no other events or transactions met the definition of a subsequent event for purpose of recognition or disclosure in these financial statements. | |
VPC IMPACT ACQUISITION HOLDINGS [Member] | ||
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 audited consolidated financial statements were issued. Based upon this review, the Company did not identify, other than as described below, any subsequent events that would have required adjustment or disclosure in the audited consolidated financial statements. At a special meeting of stockholders on October 14, 2021 (the “Special Meeting”), the stockholders of the Company voted and approved Proposal Nos. 1 through 8, including the Bakkt Business Combination. On October 15, 2021, subsequent to October 15, 2021, the Company consummated the previously announced merger (the “Merger”), among other transactions (the Merger and other transactions contemplated by the Merger Agreement, collectively the “Business Combination”), pursuant to that certain Agreement and Plan of Merger, dated as of January 11, 2021 (as amended, the “Merger Agreement”), by and among the Company, Pylon Merger Company LLC, a Delaware corporation and direct wholly owned subsidiary of the Company (“Meger Sub”), and Bakkt Opco Holdings, LLC, a Delaware limited liability corporation (f/k/a Bakkt Holdings, LLC) (“Opco”). |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 9 Months Ended | 12 Months Ended |
Oct. 14, 2021 | Dec. 31, 2021 | |
Basis of Presentation and Consolidation | Basis of Presentation and Consolidation As a result of the Business Combination, we evaluated if VIH or Opco is the predecessor for accounting purposes. In connection therewith, we considered the application of Rule 405 of Regulation C, the interpretive guidance of the staff of the SEC, including factors for registrants to consider in determining the predecessor, and analyzed the following: (1) the order in which the entities were acquired, (2) the size of the entities, (3) the fair value of the entities, (4) the historical and ongoing management structure, and (5) how management discusses our business in this Form 10-K. The financial statements are prepared in accordance with United States generally accepted accounting principles (“U.S. GAAP”) and include the accounts of the Company and our subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. In addition, certain reclassifications of amounts previously reported have been made to the accompanying consolidated financial statements in order to conform to current presentation. In the opinion of management, all adjustments (consisting of normal recurring accruals), considered necessary for a fair presentation have been included. The historical financial information is not necessarily indicative of our future results of operations, financial position, and cash flows. Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. We base our estimates on historical experience and various other assumptions that we believe to be reasonable under the circumstances. The inputs into our estimates consider the economic implications of COVID-19 | |
Principles of Consolidation | Principles of Consolidation The accompanying 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 | Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (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 | |
Segment Information | Segment Information We operate in one operating and reportable segment. Operating segments are defined as components of an enterprise about which separate financial information is evaluated regularly by the chief operating decision maker, who is our chief executive officer (“CEO”), in deciding how to allocate resources and assessing performance. Further, all material operations are within the United States. Our chief operating decision maker allocates resources and assesses performance based upon discrete financial information at the consolidated level. | |
Cash and Cash Equivalents and Restricted Cash | Cash and Cash Equivalents and Restricted Cash We consider all short-term, highly liquid investments with maturities from the purchase date of three months or less to be cash equivalents. Cash equivalents consists of amounts invested in money market funds of $343.1 million and $38.8 million as of December 31, 2021 and 2020, respectively. We classify all cash and cash equivalents that are not available for immediate or general business use as restricted. The restricted cash includes amounts set aside due to regulatory requirements (Note 13). | |
Customer Funds and Customer Funds Payable | Customer Funds and Customer Funds Payable Customer funds represents fiat currency deposited in digital wallets. In accordance with state money transmitter laws, we may invest customer cash deposits in certain permissible investments. As of December 31, 2021, we have not made any such investments. We classify the assets as current since they are readily available for customer use with a corresponding customer funds payable liability. | |
Translation of Foreign Currencies and Foreign Currency Transactions | Translation of Foreign Currencies and Foreign Currency Transactions Our foreign subsidiaries’ functional currencies are their respective local currencies. The assets and liabilities of foreign subsidiaries are translated into U.S. dollars at the exchange rate at the balance sheet date. Revenue and expenses are translated using average monthly rates. Translation adjustments are included in “Accumulated other comprehensive income” in the balance sheets and reflected as “Currency translation adjustment, net of tax” in the accompanying consolidated statements of operations (the “statements of operations”). Non-monetary | |
Accounts Receivable and Allowance for Doubtful Accounts | Accounts Receivable and Allowance for Doubtful Accounts We classify rights to consideration in exchange for services or goods as accounts receivables. Accounts receivable are rights to consideration that are unconditional (i.e., only the passage of time is required before payment is due). “Accounts receivable, net” includes billed and contract assets (i.e., unbilled receivables), net of an estimated allowance for doubtful accounts. We calculate the allowance using the current expected credit loss model. It is based upon historical loss patterns, the number of days that billings are past due, an evaluation of the potential risk of loss associated with delinquent accounts and incorporates the use of forward-looking information over the contractual term of our accounts receivable. Receivables are written-off | |
Property, Equipment and Software, Net | Property, Equipment and Software, Net Property, equipment and software are stated at cost, less accumulated depreciation and amortization. Costs related to software we develop or obtain for internal use and such costs are included in “Property, equipment and software, net”. Costs incurred during the preliminary or maintenance development stage are expensed, and costs incurred during the application development stage are capitalized and are amortized over the useful life of the software. Depreciation and amortization are computed using the straight-line method over the following estimated useful lives of assets: Successor Predecessor December 31, December 31, Internal use software 3-7 years 3-7 Purchased software 3 years 3 years Assets under finance lease 2-5 2-5 Office, furniture and equipment 7-10 years 7-10 years Leasehold improvements 7 years 7 years Other computer and network equipment 3 years 3 years | |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying value of the asset may not be recoverable. The period of depreciation and amortization of long-lived assets is evaluated to determine whether events or circumstances warrant revised estimates of useful lives. When indicators of impairment are present, the recoverability of our long-lived assets is determined by comparing the carrying value of the long-lived assets to total amount of undiscounted net cash flows expected to result from the use of the assets and their eventual disposition. If the estimated future undiscounted cash flows demonstrate the long-lived assets are not recoverable, an impairment loss would be calculated based on the excess of the carrying amounts of the long-lived assets over their fair value. We recorded impairment charges of approximately | |
Leases | Leases In accordance with ASU 2016-02, Leases (Topic 842) The lease liability for each lease is recognized as the present value of the lease payments not yet paid at the commencement date. The right-of-use When determining lease term, we consider renewal options that are reasonably certain to exercise and termination options that are reasonably certain to not be exercised, in addition to the non-cancellable For operating leases, expense is generally recognized on a straight-line basis over the lease term, and is recorded within “Selling, general and administrative”. For finance leases, interest on lease liability is recognized using the effective interest method, while the ROU asset is amortized on a straight-line basis over the shorter of the useful life of the ROU asset or the lease term. Interest on lease liability is recorded within “Interest income (expense), net”, and amortization of right-of-use | |
Business Combinations and Acquisition-Related Expenses | Business Combinations We account for our business combinations using the acquisition accounting method, which requires us to determine the fair value of identifiable assets acquired and liabilities assumed, including any contingent consideration, to properly allocate the purchase price to the individual assets acquired and liabilities assumed and record any residual purchase price as goodwill in accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 805, Business Combinations For business combinations effected through a common control transaction, we measure the recognized net assets of the acquiree at the carrying amounts of the net assets previously recognized by our related party. We reflect the operations of entities acquired through a common control transaction in our financial statements as of the first date in the reporting period or as of the date that the entity was acquired by our related party, as applicable. If the initial accounting for the business combination has not been completed by the end of the reporting period in which the business combination occurs, provisional amounts are reported to present information about facts and circumstances that existed as of the acquisition date. Once the measurement period ends, which in no case extends beyond one year from the acquisition date, revisions to the accounting for the business combination are recorded in earnings. Acquisition-Related Expenses We incur incremental costs relating to our completed and potential acquisitions and other strategic opportunities. This includes fees for investment banking advisors, lawyers, accountants, tax advisors and public relations firms, as well as costs associated with other external costs directly related to the proposed or closed transactions. Acquisition-related expenses for the year ended December 31, 2020 included approximately $9.6 million of accelerated expense for our incentive and participation units resulting from the issuance of Class C voting units in connection with the acquisition of Bridge2 Solutions (Note 4). | |
Goodwill and Intangible Assets | Goodwill and Intangible Assets Goodwill and intangible assets that have indefinite useful lives are accounted for in accordance with ASC 350, Intangibles — Goodwill and Other Identifiable intangible assets with finite lives are amortized on a straight-line basis over their estimated useful lives and are also reviewed at least annually for impairment or more frequently if conditions exist that indicate that an asset may be impaired. We did not record any impairment charges related to goodwill and intangible assets during the periods from October 15, 2021 through December 31, 2021 and January 1, 2021 through October 14, 2021, and the year ended December 31, 2020, respectively. | |
Revenue Recognition and Deferred Revenue | Revenue Recognition We recognize revenue when we transfer promised goods or services to customers in an amount that reflects the consideration to which we expect to be entitled in exchange for those goods or services. Digital asset marketplace Digital asset marketplace revenues are derived from the Triparty agreement and our custody services. Triparty Agreement: average performance obligation period is less than one month based on the application of the portfolio method. Therefore, we recognize revenue for the stand-ready custody services that we provide to IFUS and ICUS on a straight-line basis over the average performance obligation period, which is less than one month. PDF Contract Traders pay a transaction fee for trading and clearing, which is collected by ICUS. Per terms of the Triparty Agreement, IFUS and ICUS pass to us all trading and clearing transaction fees, net of rebates and liquidity payments issued to PDF Contract Traders. We consider the transaction price to be the net transaction fee received from IFUS and ICUS or paid to IFUS and ICUS. Rebates offered by IFUS to support market liquidity and trading volume represent consideration payable to a customer and reduce the transaction price; as such, these rebates are included in “Net revenues”. Because these rebates are measured and resolved within the same reporting period, it is not necessary for us to estimate these at a given reporting period date. We also recognize a capital contribution for the cost of the trading and clearing services provided by IFUS and ICUS pursuant to the Contribution Agreement (Note 10), which reduces the revenue recognized as part of the net transaction fee. Revenue from the Triparty Agreement is included in “Transaction revenue, net” in the disaggregation of revenue by service type table within Note 3. Custody: day-to-day The daily contract consists of a single performance obligation to provide custodial services, with the transaction price equal to a pro rata portion (i.e., daily) of the annual custody fee. Our performance obligation to provide custodial services meets the criterion to be satisfied over time. Revenue from our custodial services is included in “Net revenues” in the statements of operations. Revenue from our custody services is included in “Subscription and services revenue” in the disaggregation of revenue by service type table within Note 3. Loyalty redemption platform We host, operate and maintain a loyalty redemption platform connecting loyalty programs to ecommerce merchants allowing loyalty point holders to redeem a spectrum of loyalty currencies for other digital assets, merchandise and services. Our customer in these arrangements is generally the loyalty program sponsor. Our contracts related to our loyalty redemption platform consist of two performance obligations: (1) access to our SaaS-based redemption platform and customer support services and (2) facilitation of order fulfillment services. We are the principal related to providing access to our redemption platform. We are acting as the agent to facilitate order fulfillment services on behalf of the loyalty program sponsor. Revenues generated from our loyalty redemption platform are included in “Net revenues” in the statements of operations and include the following: • Platform subscription fees: included in “Subscription and services revenue” in the disaggregation of revenue table by service type in Note 3. • Transaction fees: • Revenue share fees: • Service fees: Alternative payment platform Alternative payment platform revenues are transaction fees earned by Bakkt Marketplace. Development of this platform began in February 2020, when Opco entered into a Strategic Alliance Agreement (the “Strategic Alliance Agreement”) with a strategic partner, who was also a customer of Opco, to develop and operate a mechanism whereby a customer can purchase food and beverage items from the strategic partner using their Bakkt digital wallet. In conjunction with the Strategic Alliance Agreement, the parties entered into a separate agreement under which the Company issued the strategic partner a warrant to purchase 15 million Class B voting units. Opco accounted for the cost of the warrant as consideration payable to a customer within the scope of ASC 606, Revenue from Contracts with Customers Transaction fees and the reduction to transaction fees are included in “Transaction revenue, net” in the disaggregation of revenue by service type table in Note 3. Sale of cryptoassets As part of our operation of the alternative payment platform, we transact in bitcoin and ether (collectively referred to as “cryptoassets”) with consumers. Consumer cryptoasset transactions are not material for the periods from October 15, 2021 through December 31, 2021 and January 1, 2021 through October 14, 2021. There were no consumer cryptoasset transactions for the year ended December 31, 2020. Additionally, as part of our operation of the alternative payment platform, we transact in cryptoassets with our trading partners in order to adjust our cryptoasset inventory based on actual consumer activity to maintain an inventory based on our inventory policy. Transactions in cryptoassets with our trading partners in the normal course of business is not material for the periods from October 15, 2021 through December 31, 2021 and January 1, 2021 through October 14, 2021. There were no material transactions in cryptoassets with our trading partners in the normal course of business for the year ended December 31, 2020. We maintain an inventory reserve of cryptoassets to facilitate consumer transactions if needed. We may adjust our inventory reserve levels under our inventory policy. Sales of cryptoassets resulting from inventory reserve adjustments are not part of our normal course of business. Accordingly, proceeds from the sale of cryptoassets outside of the normal course of business is included in “Other income (expense), net,” net of the cost of cryptoasset sold, in the statements of operations. Opco recognized income from the sale of cryptoassets, net of the cost of cryptoassets sold, of $0 and $1.0 million for periods from October 15, 2021 through December 31, 2021 and January 1, 2021 through October 14, 2021, respectively. There were no sales of cryptoassets outside of the normal course of business for the year ended December 31, 2020. Off-Balance Cryptoassets held in a custodial capacity on behalf of our customers are not included in our balance sheet, as we do not own those cryptoassets and they do not exhibit the characteristics of assets as it relates to our consolidated financial statements. Practical expedients We have elected the following practical expedients under ASC 606: • Assessing the performance obligation period for Triparty Agreement transactions on a portfolio basis. • Exclude sales taxes from the measurement of the transaction price. • Not adjust the transaction price for the existence of a significant financing component if the timing difference between a customer’s payment and our performance is one year or less. • Not provide disclosures about the transaction price allocated to unsatisfied performance obligations for contracts with a duration of one year or less or when the consideration is variable and allocated entirely to a wholly unsatisfied performance obligation or a wholly unsatisfied promise to transfer a distinct good or service that forms part of a single performance obligation. Additionally, we have elected the practical expedient under ASC 340-40 Refer to Note 3 for additional disclosures related to our recognition of revenue. Deferred Revenue Deferred revenue includes amounts invoiced prior to our meeting the criteria for revenue recognition. We invoice customers for service fees at the time the service is performed, and such fees are recognized as revenue over time as we satisfy our performance obligation. The portion of deferred revenue to be recognized in the succeeding twelve-month period is recorded as non-current | |
Compensation and Benefits | Compensation and Benefits Compensation and benefits primarily consist of salaries and wages, bonuses, contract labor fees, share-based compensation, unit-based compensation, payroll taxes and benefits associated with the compensation of our employees, excluding the accelerated unit-based compensation discussed in “Acquisition-related expenses,” and any contract labor not capitalized. | |
Professional Services | Professional Services Professional services expenses consist of costs associated with audit, tax, legal and other professional services and are recognized as incurred. | |
Technology And Communication | Technology and Communication Technology and communication expenses include costs incurred in operating and maintaining our platform, including software licenses, software maintenance and support, hosting and infrastructure costs. | |
Selling, General and Administrative | Selling, General and Administrative Selling, general and administrative expenses consist primarily of costs associated with advertising, marketing, insurance and rent. Advertising costs are expensed as incurred. Total advertising costs for the periods from October 15, 2021 through December 31, 2021 and January 1, 2021 through October 14, 2021, and the year ended December 31, 2020 were approximately $2.6 million, $16.2 million and $4.9 million, respectively. | |
Share-Based Compensation | Share-Based Compensation Share-based compensation expense relates to the restricted stock units (“RSUs”) granted during the Successor period. Our RSUs are measured at fair value on the date of grant and recognized as expense in “Compensation and benefits” over the requisite service period. Expense is recognized on a straight-line basis for awards that vest based solely on a service condition, and on an accelerated attribution basis for all other awards. The fair value of our RSUs is determined as the closing price of our Class A common stock on the date of grant. We account for forfeitures as they occur. See Note 11 for additional disclosures related to share-based compensation. | |
Unit-Based Compensation | Unit-Based Compensation The Successor period unit-based compensation expense relates to the replacement common incentive units and phantom units (“participation” units) granted during the Predecessor period that were issued to employees as purchase consideration. The replacement incentive units and participation units were measured at fair value on the Closing Date, and we recognize expense in “Compensation and benefits” in the statements of operations over the requisite service period. A portion of the current year expense relates to the acceleration of compensation expense given the satisfaction of non-substantive forfeitures as they occur. Any cancellations of common incentive units due to clawbacks or similar provisions are recognized in “Other income (expense), net” at the lesser of the recognized compensation cost associated with the unit-based payment arrangement or the fair value of the consideration received. The Predecessor period unit-based compensation expense related to incentive units and participation units granted to employees and was measured at fair value on the date of grant and recognized as expense in “Compensation and benefits” over the requisite service period, subject to acceleration if certain performance or market conditions were met. Additionally, we recognized variable compensation expense for liability-classified participation units based on changes to the fair value of the awards at each reporting date. We accounted for forfeitures in the Predecessor period as they occurred. See Note 11 for additional disclosures related to unit-based compensation. | |
Warrant Accounting | Warrant Accounting We account for our Class A common stock warrants in accordance with applicable accounting guidance provided in ASC Topic 815, Derivatives and Hedging—Contracts in Entity’s Own Equity net-share net-cash net-share net-cash net-cash net-cash net-share | |
Noncontrolling Interest | Noncontrolling Interest Noncontrolling interest represents the portion of Opco that we control and consolidate but do not own. We recognize each noncontrolling holders’ respective share of the estimated fair value of the net assets at the date of formation or acquisition. Noncontrolling interest is subsequently adjusted by the noncontrolling holders’ share of additional contributions, distributions and their share of the net earnings or losses of each respective consolidated entity. We allocate net income or loss to noncontrolling interest based on the weighted average ownership interest during the period. The net income or loss that is not attributable to the Company is reflected in “Net loss attributable to noncontrolling interest”. We do not recognize a gain or loss on transactions with a consolidated entity in which we do not own 100% of the equity, but we reflect the difference in cash received or paid from the noncontrolling interests carrying amount as additional paid-in | |
Income Taxes | Income Taxes We account for deferred income taxes related to the federal and state jurisdictions using the asset and liability method. Under this method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of assets and liabilities and their respective tax bases. Deferred tax assets are also recognized for the future tax benefits attributable to the expected utilization of existing tax net operating loss carryforwards and other types of carryforwards. If the future utilization of some portion of deferred taxes is determined to be unlikely, a valuation allowance is provided to reduce the recorded tax benefits from such assets. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences and carryforwards are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. In the event interest or penalties are incurred with respect to income tax matters, our policy will be to include such items in income tax expense. We record deferred tax assets and liabilities on a net basis on the consolidated balance sheets. We will recognize interest and penalties related to uncertain tax positions in income tax expense. | |
Fair Value Measurements | Fair Value Measurements We account for our financial assets and liabilities that are recognized and/or disclosed at fair value on a recurring basis in accordance with ASC 820, Fair Value Measurements and Disclosures Level 1 — Quoted prices for identical assets or liabilities in active markets. Level 2 — Inputs other than quoted prices within Level 1 that are observable either directly or indirectly, including quoted prices in active markets for similar assets or liabilities, quoted prices in markets with insufficient volume or infrequent transactions (less active markets), or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data such as interest rates or yield curves. Level 3 — Unobservable inputs reflecting our view about the assumptions that market participants would use in measuring the fair value of the assets or liabilities. | |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject us to concentrations of credit risk consist primarily of cash and cash equivalents, restricted cash, and accounts receivable, including unbilled accounts receivable. The associated risk of concentration for cash and cash equivalents and restricted cash is mitigated by banking with creditworthy institutions. At certain times, amounts on deposit exceed federal deposit insurance limits. We have not experienced any losses on our deposits of cash and cash equivalents. As of December 31, 2021, and 2020, three and four customers represented approximately 49% and 58%, respectively, of total accounts receivable. For the periods from October 15, 2021 through December 31, 2021 and January 1, 2021 through October 14, 2021, and the year ended December 31, 2020, four, three, and two customers represented approximately 59%, 55%, and 65%, respectively, of total revenue. | |
Investments | Investments Bakkt Clearing was required to hold shares of Intercontinental Exchange, Inc. (“ICE”) stock for ICUS membership privileges prior to the withdrawal of its ICUS membership on May 20, 2020. These shares were carried at cost basis and evaluated periodically for impairment. Upon withdrawal of its ICUS membership, these shares were remeasured at fair value, with realized and unrealized gains and losses being reflected as “Other income (expense), net”. In June 2021, we sold all of our shares of ICE stock, resulting in a realized loss on the sale of shares of affiliate stock of approximately $0.1 million for the period from January 1, 2021 through October 14, 2021. We recorded an unrealized gain of $0.6 million for the year ended December 31, 2020 (Note 8). Investments are classified as current or non-current | |
Recently Adopted Accounting Pronouncements and Recently Issued Accounting Pronouncements Not Yet Adopted | Recent Accounting Standards In August 2020, the FASB issued Accounting Standards Update No. 2020-06, “Debt—Debt 470-20) 815-40): 2020-06”), 2020-06 2020-06 2020-06 2020-06 Management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s consolidated financial statements. | Recently Adopted Accounting Pronouncements Standard/Description Effective Date and Adoption Considerations Effect on Financial Statements ASU No. 2016-13, off-balance-sheet available-for-sale We adopted on January 1, 2020 on a modified retrospective basis. The adoption of this standard requires more timely recognition of credit losses and credit loss estimates are required to use historical information, current information and reasonable and supportable forecasts of future events. The adoption of the new standard did not have a material impact on our consolidated financial statement amounts. ASU 2017-04, We adopted on January 1, 2020 on a prospective basis. The adoption of the new standard did not have a material impact on our consolidated financial statement amounts. The fair value of our reporting unit has been greater than its corresponding carrying value since our inception. Changes in future projections, market conditions, and other factors may cause a change in the excess of fair value of our reporting unit over its corresponding carrying value. ASU 2018-15, We adopted on January 1, 2020 and apply the rules prospectively to eligible costs incurred on or after the effective date. The adoption of the new standard did not have a material impact on our consolidated financial statement amounts. Standard/Description Effective Date and Adoption Considerations Effect on Financial Statements amortization expense and requires additional quantitative and qualitative disclosures. ASU No. 2019-12, step-up We adopted on January 1, 2020 on a prospective basis. The adoption of the new standard did not have a material impact on our consolidated financial statement amounts. ASU 2020-06, 470-20) 815-40). We early adopted on January 1, 2021. This standard is effective for annual periods beginning after December 15, 2023, including interim periods therein, with early adoption permitted. The adoption of the new standard did not have a material impact on our consolidated financial statement amounts. ASU 2021-08, 2014-09, 2021-08. We early adopted on October 15, 2021 on a prospective basis. This standard is effective for annual periods beginning after December 15, 2022, including interim periods therein, with early adoption permitted. We applied the guidance to the Business Combination as it relates to the measurement of deferred revenue at the acquisition date. Recently Issued Accounting Pronouncements Not Yet Adopted 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 financial statements. |
VPC IMPACT ACQUISITION HOLDINGS [Member] | ||
Basis of Presentation and Consolidation | Basis of Presentation The accompanying audited 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 audited consolidated financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K | |
Use of Estimates | Use of Estimates The preparation of 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 consolidated 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 and Restricted Cash | 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 October 14, 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 consolidated statements of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. | |
Warrant Liabilities | Warrant Liabilities 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 | 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 ASC 480. 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 Class A 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 October 14, 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 consolidated balance sheets. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable ordinary shares to equal the redemption value at the end of each reporting period. Immediately upon the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount value. The change in the carrying value of redeemable Class A ordinary shares resulted in charges against additional paid-in At October 14, 2021 and December 31, 2020, the Class A ordinary shares reflected in the balance sheets are reconciled in the following table: Gross proceeds $ 207,372,020 Less: Proceeds allocated to Public Warrants (13,275,495 ) Class A ordinary shares issuance costs (11,138,216 ) Plus: Accretion of carrying value to redemption value 24,413,711 Class A ordinary shares subject to possible redemption $ 207,372,020 | |
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, of which $11,138,216 were charged to shareholders’ equity upon the completion of the Initial Public Offering and $768,391 were expensed to the consolidated statements of operations. | |
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 October 14, 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 (Restated) | Net Income (Loss) Per Ordinary Share (Restated) The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”. The Company has two classes of ordinary shares, which are referred to as Class A ordinary shares and Class B ordinary shares. Income and losses are shared pro rata between the two classes of ordinary shares. Net income (loss) per ordinary share is computed by dividing net income (loss) by the weighted average number of ordinary shares outstanding for the period. The Company applies the two-class 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) the private placement since the exercise of the warrants is contingent upon the occurrence of future events. The warrants are exercisable to purchase 16,516,041 Class A ordinary shares in the aggregate. As of October 14, 2021 and 2020, the Company did not have any other dilutive securities or other contracts that could, potentially, be exercised or converted into ordinary shares and then share in the earnings of the Company. As a result, diluted net loss per ordinary share is the same as basic net loss per ordinary share for the periods presented. The following table reflects the calculation of basic and diluted net loss per ordinary share (in dollars, except per share amounts): For The Period From For The Period From July 31, 2020 (inception) through December 31, 2020 Class A Class B Class A Class B Basic and diluted net loss per ordinary share Numerator: Allocation of net loss, as adjusted $ (20,077,260 ) $ (5,019,315 ) $ (3,520,953 ) $ (1,340,237 ) Denominator: Basic and diluted weighted average shares outstanding 20,737,202 5,184,300 13,429,289 5,111,809 Basic and diluted net loss per ordinary share $ (0.97 ) $ (0.97 ) $ (0.26 ) $ (0.26 ) | |
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 Corporation 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 consolidated balance sheets, primarily due to their short-term nature, with the exception of the warrant liabilities (see Note 9). |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 9 Months Ended | 12 Months Ended |
Oct. 14, 2021 | Dec. 31, 2021 | |
Summary Of Significant Accounting Policies [Line Items] | ||
Schedule of Earnings Per Share Basic And Diluted | The following is a reconciliation of the denominators of the basic and diluted per share computations for net loss (in thousands, except share and per share data): Successor From through 2021 Net Loss per share: Numerator – basic and diluted: Net loss $ (164,827 ) Less: Net loss attributable to noncontrolling interest (120,832 ) Net loss attributable to Bakkt Holdings, Inc. – basic and diluted $ (43,995 ) Denominator – basic and diluted: Weighted average shares outstanding – basic and diluted 54,018,064 Net loss per share – basic and diluted $ (0.81 ) | |
VPC IMPACT ACQUISITION HOLDINGS [Member] | ||
Summary Of Significant Accounting Policies [Line Items] | ||
Schedule of Reconciliation of Class A Ordinary Shares Reflected in the Balance Sheet | At October 14, 2021 and December 31, 2020, the Class A ordinary shares reflected in the balance sheets are reconciled in the following table: Gross proceeds $ 207,372,020 Less: Proceeds allocated to Public Warrants (13,275,495 ) Class A ordinary shares issuance costs (11,138,216 ) Plus: Accretion of carrying value to redemption value 24,413,711 Class A ordinary shares subject to possible redemption $ 207,372,020 | |
Schedule of Earnings Per Share Basic And Diluted | The following table reflects the calculation of basic and diluted net loss per ordinary share (in dollars, except per share amounts): For The Period From For The Period From July 31, 2020 (inception) through December 31, 2020 Class A Class B Class A Class B Basic and diluted net loss per ordinary share Numerator: Allocation of net loss, as adjusted $ (20,077,260 ) $ (5,019,315 ) $ (3,520,953 ) $ (1,340,237 ) Denominator: Basic and diluted weighted average shares outstanding 20,737,202 5,184,300 13,429,289 5,111,809 Basic and diluted net loss per ordinary share $ (0.97 ) $ (0.97 ) $ (0.26 ) $ (0.26 ) | |
Schedule of Property, Equipment And Software, Useful Lives | Depreciation and amortization are computed using the straight-line method over the following estimated useful lives of assets: Successor Predecessor December 31, December 31, Internal use software 3-7 years 3-7 Purchased software 3 years 3 years Assets under finance lease 2-5 2-5 Office, furniture and equipment 7-10 years 7-10 years Leasehold improvements 7 years 7 years Other computer and network equipment 3 years 3 years |
Revenue from Contracts with C_2
Revenue from Contracts with Customers (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Revenue from Contract with Customer [Abstract] | |
Disaggregation of Revenue | We disaggregate revenue by service type and by platform, respectively, as follows (in thousands): Successor Predecessor Service Type October 15, through January 1, Year ended Transaction revenue, net (a) $ 5,724 $ 10,637 $ 7,386 Subscription and service revenue 5,757 17,319 21,109 Total revenue $ 11,481 $ 27,956 $ 28,495 (a) Amounts are net of rebates and liquidity payments, reductions related to the Contribution Agreement and consideration payable pursuant to the Strategic Alliance Agreement of less than $0.1 million for the period from October 15, 2021 through December 31, 2021 and approximately $2.1 million and $4.5 million for the period from January 1, 2021 through October 14, 2021 and the year ended December 31, 2020, respectively. Included in these amounts are amounts earned from related parties of less than $0.1 million for the period from October 15, 2021 through December 31, 2021 and approximately $0.3 million and $4.1 million for the period from January 1, 2021 through October 14, 2021 and the year ended December 31, 2020, respectively (Note 8). Successor Predecessor Platform October 15, through January 1, Year ended Digital asset marketplace (b) $ 165 $ 518 $ (1,073 ) Loyalty redemption platform 11,315 29,179 30,774 Alternative payment platform (c) 1 (1,741 ) (576 ) Total revenue $ 11,481 $ 27,956 $ 28,495 (b) Amounts are net of rebates and liquidity payments and reductions related to the Contribution Agreement of less than $0.1 million for the period from October 15, 2021 through December 31, 2021 and approximately $0.3 million and $4.1 million for the period from January 1, 2021 through October 14, 2021 and the year ended December 31, 2020, respectively. (c) Amounts are net of consideration payable pursuant to the Strategic Alliance Agreement of $0, $1.7 million and $0.4 million for the periods from October 15, 2021 through December 31, 2021 and January 1, 2021 through October 14, 2021 and the year ended December 31, 2020, respectively. We have one reportable segment to which our revenues relate (Note 2). |
Contract Liabilities | Successor Predecessor October 15, through January 1, Year ended Beginning of the period contract liability $ 9,423 $ 8,385 $ — Fair value of contract liability acquired (Note 4) — — 12,703 Revenue recognized from contract liabilities included in the beginning balance (1,350 ) (3,524 ) (11,005 ) Increases due to cash received, net of amounts recognized in revenue during the period 1,375 4,562 6,687 End of the period contract liability $ 9,448 $ 9,423 $ 8,385 |
Business Combination and Acqu_2
Business Combination and Acquisition (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Business Combination and Asset Acquisition [Abstract] | |
Schedule of Business Acquisitions, by Acquisition | The following table summarizes the estimated fair value of the purchase consideration paid to Opco Equity Holders (in thousands, except per unit data): Consideration Equity consideration paid to Opco Equity Holders (1) $ 1,904,648 Cash paid for redeemed Opco Incentive Units (2) 1,488 Cash paid for seller transaction costs (3) 13,454 Total purchase consideration $ 1,919,590 (1) The equity consideration paid to Opco Equity Holders is equal to the estimated fair value of noncontrolling interest on the acquisition date. Equity consideration paid to Opco Equity Holders consisted of the following: Fair Value Opco common units 189,933 Fair value per unit $ 9.46 Fair value of Opco common units $ 1,796,769 Fair value of Opco common incentive units based on services rendered 107,879 Equity consideration paid to Opco Equity Holders $ 1,904,648 (2) Represents the cash paid to certain Opco Equity Holders in exchange for the redemption of 40% of the first one-third (3) Represents Opco’s liability to pay transaction costs as of the Business Combination date, which was settled with cash received from the Business Combination. |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed | We recorded the preliminary allocation of the purchase price to Opco’s assets acquired and liabilities assumed based on their fair values as of October 15, 2021. The preliminary purchase price allocation is as follows (in thousands): Fair Value Cash and cash equivalents, restricted cash and customer funds $ 30,837 Accounts receivable, net 17,009 Other current assets 5,090 Property, equipment and software 4,115 Deposits with clearinghouse, noncurrent (affiliate in Predecessor period) 15,151 Intangible assets 393,070 Goodwill 1,527,071 Deferred tax asset 140 Other assets 3,002 Total assets acquired 1,995,485 Accounts payable and accrued liabilities (52,997 ) Due to related party (affiliate in Predecessor period) (2,313 ) Other current liabilities (3,140 ) Deferred revenue, current (4,665 ) Participation unit liability (6,756 ) Deferred revenue, noncurrent (4,758 ) Other liabilities (1,266 ) Total liabilities assumed (75,895 ) Total purchase consideration $ 1,919,590 The following table summarizes the fair values of the net assets acquired as of the acquisition date (in thousands): February 21, Cash and cash equivalents $ 10,652 Accounts receivable 10,158 Other current assets 1,284 Property and equipment 4,465 Customer relationships 53,620 Technology 11,990 Trade name 415 Other non-current 2,864 Goodwill 216,575 Total assets acquired 312,023 February 21, Accounts payable and accrued liabilities (22,450 ) Deferred revenue (12,703 ) Deferred income tax liabilities (3,005 ) Other non-current (2,402 ) Total liabilities assumed (40,560 ) Total purchase consideration $ 271,463 |
Finite-Lived and Indefinite-Lived Intangible Assets Acquired as Part of Business Combination | The weighted average amortization period for the acquired intangible assets is 5.7 years. The fair value of the intangible assets is as follows (in thousands): Weighted Fair Value Trademarks / trade names (1) Indefinite $ 39,470 Licenses (2) Indefinite 241,320 Customer relationships (3) 8.0 44,970 Technology (4) 4.2 67,310 Total intangible assets acquired $ 393,070 (1) The trademarks / trade names represent those that Opco originated which were valued using the relief-from-royalty method. (2) The licenses represent those that Opco acquired that were valued using the with-and-without (3) The customer relationships represent the existing customer relationships of Opco that were valued by applying the multi-period excess earnings methodology. (4) The technology represents technologies acquired and developed by Opco for the purpose of operating its platform, which were valued using the relief-from-royalty method. |
Business Acquisition, Pro Forma Information | The following unaudited pro forma financial information presents the combined results of operations as if the Business Combination and the acquisition of Bridge2 Solutions had occurred as of January 1, 2020. The unaudited pro forma financial information as presented below is for illustrative purposes and does not purport to represent what the results of operations would actually have been if the business combinations occurred as of the date indicated or what the results would be for any future periods. The unaudited pro forma results reflect the step-up Year ended Year ended Pro forma revenue, net $ 39,437 $ 34,154 Pro forma net loss (198,467 ) (168,751 ) Less: pro forma net loss attributable to noncontrolling interest (165,136 ) (140,376 ) Pro forma net loss attributable to Bakkt Holdings, Inc. $ (33,331 ) $ (28,375 ) February 22, 2020 – Revenue $ 30,774 Net loss (11,085 ) |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets, Net (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill | Changes in goodwill consisted of the following (in thousands): Predecessor Balance as of January 1, 2020 $ 16,854 Acquisition of Bridge2 Solutions 216,575 Balance as of December 31, 2020 233,429 Foreign currency translation (48 ) Balance as of October 14, 2021 $ 233,381 Successor Balance as of October 15, 2021 $ 1,527,071 Foreign currency translation 47 Balance as of December 31, 2021 $ 1,527,118 |
Schedule of Indefinite-Lived Intangible Assets | Intangible assets consisted of the following (in thousands): Successor December 31, 2021 Weighted Gross Accumulated Net Licenses Indefinite $ 241,320 $ — $ 241,320 Trademarks / trade names Indefinite 39,470 — 39,470 Technology 4.2 67,310 (3,415 ) 63,895 Customer relationships 8 44,970 (1,186 ) 43,784 Total $ 393,070 $ (4,601 ) $ 388,469 Predecessor December 31, 2020 Weighted Gross Accumulated Net Regulatory licenses Indefinite $ 554 $ — $ 554 Acquired technology 7 13,690 (1,879 ) 11,811 Customer relationships 12 53,620 (3,844 ) 49,776 Trade name 1 415 (357 ) 58 Total $ 68,279 $ (6,080 ) $ 62,199 |
Schedule of Future Amortization For Definite-Lived Intangible Assets | Estimated future amortization for definite-lived intangible assets as of December 31, 2021 is as follows (in thousands): December 31, Year ending December 31: 2022 $ 21,811 2023 21,811 2024 21,871 2025 18,896 2026 7,628 Thereafter 15,662 Total $ 107,679 |
Consolidated Balance Sheet Co_2
Consolidated Balance Sheet Components (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Accounts Receivable | Accounts receivable, net consisted of the following (in thousands): Successor Predecessor December 31, December 31, Trade accounts receivable $ 11,404 $ 5,656 Unbilled receivables 5,448 2,590 Other receivables 1,500 2,312 Total accounts receivable 18,352 10,558 Less: allowance for doubtful accounts (210 ) (150 ) Total $ 18,142 $ 10,408 |
Schedule of Other Current Assets | Other current assets consisted of the following (in thousands): Successor Predecessor December 31, December 31, Prepaid expenses $ 4,784 $ 4,631 Customer consideration asset, current (Note 10) — 2,325 Total $ 4,784 $ 6,956 |
Schedule of Property, Equipment and Software, Net | Property, equipment and software, net consisted of the following (in thousands): Successor Predecessor December 31, December 31, Internal-use $ 3,550 $ 20,343 Purchased software 17 110 Office furniture and equipment 19 609 Other computer and network equipment 2,991 1,199 Leasehold improvements 277 479 Property, equipment and software, gross 6,854 22,740 Less: accumulated amortization and depreciation (733 ) (2,783 ) Total $ 6,121 $ 19,957 |
Schedule of Other Assets | Other assets consisted of the following (in thousands): Successor Predecessor December 31, December 31, Customer consideration asset, noncurrent (Note 10) $ — $ 2,713 Operating lease right-of-use 11,239 1,799 Finance lease right-of-use — 468 Other 2,640 598 Total $ 13,879 $ 5,578 |
Schedule of Accounts Payable and Accrued Liabilities | Accounts payable and accrued liabilities consisted of the following (in thousands): Successor Predecessor December 31, December 31, Accounts payable $ 10,646 $ 7,165 Accrued expenses 20,130 14,808 Purchasing card payable 17,698 12,683 Salaries and benefits payable 13,349 6,018 Other 2,267 2,241 Total $ 64,090 $ 42,915 |
Other Current Liabilities | Other current liabilities consisted of the following (in thousands): Successor Predecessor December 31, December 31, Participation units liability, current (Note 11) $ 2,027 $ — Current maturities of operating lease liability 615 953 Software license obligation, current — 675 Current maturities of finance lease liability — 129 Other 1,075 186 Total $ 3,717 $ 1,943 |
Other Noncurrent Liabilities | Other noncurrent liabilities consisted of the following (in thousands): Successor Predecessor December 31, December 31, Software license obligation, noncurrent $ — $ 1,233 Participation units liability, non-current 2,027 870 Operating lease liability, noncurrent (Note 17) 10,647 847 Finance lease liability, noncurrent — 369 Total $ 12,674 $ 3,319 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Equity [Abstract] | |
Schedule of Key Inputs Used in Valuation | The key inputs used in the valuation were as follows: As of Dividend yield — % Risk-free interest rate 1.39 % Expected volatility 40.00 % Expected term (years) 3.00 Dividend yield — % Risk-free interest rate 0.33 % Expected volatility 50.00 % Expected term (years) 4.35 Dividend yield — % Risk-free interest rate 0.41 % Expected volatility 45.00 % Expected term (years) 3.06 |
Share-Based and Unit-Based Co_2
Share-Based and Unit-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Schedule of Nonvested Restricted Stock Units Activity | The following tables summarize RSU activity under the 2021 Incentive Plan for the period from October 15, 2021 through December 31, 2021 (in thousands, except per unit data): Successor RSUs Number Weighted Weighted Aggregate Outstanding as of October 15, 2021 — Granted 2,142 $ 9.18 $ 19,669 Forfeited — Outstanding as of December 31, 2021 2,142 1.51 $ 9.18 Vested as of December 31, 2021 — |
Share-based Payment Arrangement, Cost by Plan | Unit-based compensation expense for the period from October 15, 2021 through December 31, 2021, was as follows (in thousands): Successor Type of unit Compensation Statement of Balance Sheet Common incentive unit $ 42,376 Compensation Noncontrolling Participation unit 2,516 Compensation Other noncurrent Total $ 44,892 Unit-based compensation expense for the period from January 1, 2021 through October 14, 2021, was as follows (in thousands): Predecessor Type of unit Compensation Statement of Balance Sheet Preferred incentive unit $ 14,091 Compensation Mezzanine Common incentive unit 12,447 Compensation Mezzanine Participation unit 7,339 Compensation Other noncurrent Total $ 33,877 Unit-based compensation expense for the year ended December 31, 2020 was as follows (in thousands): Predecessor Type of unit Compensation Statement of Balance Sheet Preferred incentive unit $ 9,210 Compensation Mezzanine Common incentive unit 1,727 Compensation Mezzanine Participation unit 712 Compensation Other noncurrent Total $ 11,649 |
Share-based Payment Arrangement, Activity | The following tables summarize common incentive unit activity under the Opco Plan for the period October 15, 2021 through December 31, 2021 (in thousands, except per unit data): Successor Common Incentive Units Number of Weighted Weighted Aggregate Outstanding as of October 15, 2021 17,473 2.00 $ 6.30 $ 109,998 Granted — Forfeited (1,134 ) $ 6.30 Outstanding as of December 31, 2021 16,339 1.79 $ 6.30 $ 133,240 Vested as of December 31, 2021 11,507 $ 93,840 The following tables summarize preferred incentive unit and common incentive unit activity under the Opco Plan for the period from January 1, 2021 through October 14, 2021 and the year ended December 31, 2020 (in thousands, except per unit data): Predecessor Preferred Incentive Units Number of Weighted Weighted Aggregate Outstanding as of January 1, 2020 82,125 7.73 $ 0.42 $ 34,493 Granted 3,350 $ 0.63 $ 2,105 Forfeited (9,000 ) $ 0.41 Outstanding as of December 31, 2020 76,475 6.75 $ 0.42 $ 88,711 Granted — Forfeited — Outstanding as of October 14, 2021 76,475 6.04 $ 0.42 $ 141,058 Vested as of October 14, 2021 — Predecessor Common Incentive Units Number of Weighted Weighted Aggregate Outstanding as of January 1, 2020 3,750 7.73 $ 0.34 $ 1,275 Granted 31,333 $ 0.42 $ 13,065 Forfeited (8,250 ) $ 0.33 Outstanding as of December 31, 2020 26,833 6.75 $ 0.43 $ 25,760 Granted — Forfeited (3,613 ) $ 0.39 Outstanding as of October 14, 2021 23,220 6.04 $ 0.53 $ 25,605 Vested as of October 14, 2021 — |
Schedule of Share-based Payment Award, Valuation Assumptions | The inputs used in the models to estimate the fair value of the common incentive units and participation units granted in 2021 and preferred incentive units, common incentive units, and participation units granted in 2020, including the common incentive units granted in connection with the Unit Exchange, are summarized as follows: Successor Predecessor December 31, December 31, Dividend yield — % — % Risk-free interest rate 0.06% - 0.36 % 1.85 % Expected volatility 51.00% - 53.00 % 45.00 % Expected term (years) 0.50 - 2.00 4.73 and 7.73 Discount for lack of marketability 8.20 % 21.00% - 24.00 % |
Net Loss per share (Tables)
Net Loss per share (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Earnings Per Share [Abstract] | |
Schedule of Basic and Diluted Per Share Computations For Net Loss | The following is a reconciliation of the denominators of the basic and diluted per share computations for net loss (in thousands, except share and per share data): Successor From through 2021 Net Loss per share: Numerator – basic and diluted: Net loss $ (164,827 ) Less: Net loss attributable to noncontrolling interest (120,832 ) Net loss attributable to Bakkt Holdings, Inc. – basic and diluted $ (43,995 ) Denominator – basic and diluted: Weighted average shares outstanding – basic and diluted 54,018,064 Net loss per share – basic and diluted $ (0.81 ) |
Schedule of Weighted-Average Potential Common Shares Excluded From Diluted Loss Per Common Share | The following table summarizes the total potential common shares excluded from diluted loss per common share as their effect would be anti-dilutive: Successor From through 2021 RSUs 2,141,778 Private and public warrants 7,141,035 Opco warrants 793,352 Opco unvested incentive units 4,831,432 Opco common units 201,440,360 Total 216,347,957 |
Commitment and Contingencies (T
Commitment and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Future Minimum Commitments | As of December 31, 2021, our outstanding purchase obligations consist of the following future minimum commitments (in thousands): Payments Due by Period Less than 1 1-3 years 3-5 years More than 5 Total Purchase obligations $ 2,250 $ 8,750 $ 9,000 $ — $ 20,000 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Schedule of Income before Income Tax, Domestic and Foreign | The domestic and foreign components of income (loss) before income taxes for the following period were as follows (in thousands): Successor Predecessor October 15, through January 1, 2021 Year ended Domestic $ (153,831 ) $ (142,376 ) $ (82,339 ) Foreign 755 2,555 3,125 Total loss before provision for income taxes $ (153,076 ) $ (139,821 ) $ (79,214 ) |
Schedule of Components of Income Tax Expense (Benefit) | Details of the income tax expense (benefit) are as follows (in thousands): Successor Predecessor October 15, through January 1, Year ended Current: Foreign $ 5 $ (763 ) $ 830 Federal — 161 — State 18 — (85 ) Total current income tax expense (benefit) 23 (602 ) 745 Deferred: Foreign — — (1 ) Federal 10,004 — (11 ) State 1,724 — (342 ) Total deferred income tax expense (benefit) 11,728 — (354 ) Total income tax expense (benefit) $ 11,751 $ (602 ) $ 391 |
Schedule of Effective Income Tax Rate Reconciliation | Successor Predecessor October 15, through January 1, Year Ended Tax provision at federal statutory rate $ (32,146 ) $ (29,363 ) $ (16,635 ) Increase (decrease) in income tax resulting from: Tax on income not subject to entity level federal income tax — 29,859 17,716 Tax rate differences on income in other jurisdictions — — 172 State income taxes, net of federal tax effect 1,741 — (423 ) Noncontrolling interest 25,375 — — Fair value of warrant liability 16,668 — — Changes in valuation allowance (50 ) (301 ) 15 Stock Compensation — — (851 ) Other 163 (797 ) 397 Provision for (benefit from) income taxes $ 11,751 $ (602 ) $ 391 Effective tax rate -7.7 % 0.4 % -0.5 % |
Schedule of Deferred Tax Assets and Liabilities | The following summarizes the significant components of our deferred tax assets and liabilities (in thousands): Successor Predecessor December 31, December 31, Deferred tax assets: Net operating loss carryforwards 5,011 3,226 Deferred and share-based compensation 252 132 Acquisition costs — 138 Deferred revenue — 55 Property, equipment and software — 25 Other 51 — Total deferred tax assets 5,314 3,576 Less: valuation allowance (3,115 ) (2,901 ) Net deferred tax assets 2,199 675 Deferred tax liabilities: Investment in partnership $ 11,507 $ — Intercompany asset with Opco 2,285 — Customer relationships — 293 Acquired technology — 415 Other acquired intangibles — 21 Other — 41 Total deferred tax liabilities 13,792 770 Net deferred tax liabilities $ (11,593 ) $ (95 ) |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended | 12 Months Ended |
Oct. 14, 2021 | Dec. 31, 2021 | |
Fair value disclosure [Line Items] | ||
Summary of assets and liabilities measured at fair value on a recurring basis | Financial assets and liabilities that are measured at fair value on a recurring basis are classified entirely as Level 1 as follows (in thousands): Successor As of December 31, 2021 Total Level 1 Level 2 Level 3 Liabilities: Warrant liability—public warrants $ 17,424 $ 17,424 $ — $ — Total Liabilities $ 17,424 $ 17,424 $ — $ — Predecessor As of December 31, 2020 Total Level 1 Level 2 Level 3 Assets: Investment in shares of affiliate stock $ 1,823 $ 1,823 $ — $ — Total Assets $ 1,823 $ 1,823 $ — $ — | |
Fair Value Measurements Inputs | The key inputs used in the valuation were as follows: As of Dividend yield — % Risk-free interest rate 1.39 % Expected volatility 40.00 % Expected term (years) 3.00 Dividend yield — % Risk-free interest rate 0.33 % Expected volatility 50.00 % Expected term (years) 4.35 Dividend yield — % Risk-free interest rate 0.41 % Expected volatility 45.00 % Expected term (years) 3.06 | |
Reconciliation of Warrant Liability | A reconciliation of the warrant liability associated with private placement warrants from October 15, 2021 through December 31, 2021 is summarized below (in thousands): Successor December 31, Balance as of October 15, 2021 $ 14,631 Loss from fair value of warrant liability 50,347 Exercise of warrants (64,978 ) Balance as of December 31, 2021 $ — | |
VPC IMPACT ACQUISITION HOLDINGS [Member] | ||
Fair value disclosure [Line Items] | ||
Summary of assets and liabilities measured at fair value on a 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 October 14, 2021 and December 31, 2020 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 As of October 14, Quoted Prices Significant Significant Assets: Cash and Investments held in Trust Account $ 207,396,459 $ 207,396,459 $ — $ — Liabilities: Warrant Liability – Public Warrants $ 17,211,878 $ 17,211,878 $ — $ — Warrant Liability – Private Placement Warrants $ 14,630,907 $ — $ — $ 14,630,907 Description December 31, Quoted Prices Significant Significant Assets: Cash and Investments held in Trust Account $ 207,376,213 $ 207,376,213 $ — $ — Liabilities: Warrant Liability – Public Warrants $ 11,509,147 $ 11,509,147 $ — $ — Warrant Liability – Private Placement Warrants $ 11,003,918 $ — $ — $ 11,003,918 | |
Fair Value Measurements Inputs | The following table presents the quantitative information regarding Level 3 fair value measurements: October 14, December 31, Stock price $ 9.68 $ 10.08 Exercise price $ 11.50 $ 11.50 Risk-free rate 1.13 % 0.36 % Volatility 35.0 % 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 Public Warrant Fair value as of September 25, 2020 (IPO) $ 8,160,000 $ 12,800,000 $ 20,960,000 Measurement on October 1, 2020 (Overa-Allotment) 200,518 475,495 676,013 Change in fair value 2,643,400 100,000 2,743,400 Transfer to Level 1 from Level 3 — (13,375,495 ) (13,375,495 ) Fair value as of January 1, 2021 11,003,918 — 11,003,918 Change in fair value 1,725,421 — 1,725,421 Fair value as of October 14, 2021 $ 14,630,907 $ — $ 14,630,907 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Leases [Abstract] | |
Summary of Lease Cost | The components of total lease expense are as follows (in thousands): Successor Predecessor For the through 2021 For the 2021 Year Ended Finance lease cost Amortization of right-of-use $ — $ 108 $ 185 Interest on lease liabilities 38 27 44 Operating lease cost 370 856 984 Short-term lease cost 33 202 — Variable lease cost 10 56 63 Total lease cost $ 451 $ 1,249 $ 1,276 The short-term lease cost disclosed in the Successor period above reasonably reflects our ongoing short-term lease commitments. Successor Predecessor From October 15, From January 1, Year Ended Operating Finance Operating Finance Operating Finance Cash paid for amounts included in the measurement of lease liabilities Cash flow from financing activities $ — $ 404 $ — $ 97 $ — $ 313 Cash flow from operating activities $ 106 $ 38 $ 871 $ 27 $ 1,126 $ 44 Supplemental non-cash right-of-use $ 10,347 $ — $ — $ — $ 2,991 $ 786 |
Summary of Lessee Balance Sheet | The following table shows balance sheet information about our leases: Successor Predecessor Balance sheet classification December 31, December 31, Operating leases: Right-of-use Other assets, noncurren $ 11,239 $ 1,799 Lease liabilities, current Other current liabilitie $ 615 $ 953 Lease liabilities, noncurrent Other liabilities, noncurren $ 10,647 $ 847 Finance leases: Right-of-use Other assets, noncurren $ — $ 468 Lease liabilities, current Other current liabilitie $ — $ 129 Lease liabilities, noncurrent Other liabilities, noncurren $ — $ 369 |
Lessee, Operating Lease, Liability, Maturity | Future minimum lease payments under non-cancellable Operating Finance For the year ended December 31, 2022 (1) $ (3,114 ) $ — 2023 1,941 — 2024 1,774 — 2025 1,823 — 2026 1,873 — Thereafter 11,817 — Total undiscounted lease payments $ 16,114 $ — Less: Imputed interest $ (4,852 ) $ — Total lease liability $ 11,262 $ — Current $ 615 $ — Noncurrent (Other noncurrent liabilities) $ 10,647 $ — (1) Our new real estate lease for office space in Alpharetta, Georgia requires the landlord to reimburse certain expenditure incurred by us towards construction of improvements, which is expected to be received during the year ended December 31, 2022 and exceeds the payments required to be made pursuant to the lease during the year. |
Finance Lease, Liability, Fiscal Year Maturity | Future minimum lease payments under non-cancellable Operating Finance For the year ended December 31, 2022 (1) $ (3,114 ) $ — 2023 1,941 — 2024 1,774 — 2025 1,823 — 2026 1,873 — Thereafter 11,817 — Total undiscounted lease payments $ 16,114 $ — Less: Imputed interest $ (4,852 ) $ — Total lease liability $ 11,262 $ — Current $ 615 $ — Noncurrent (Other noncurrent liabilities) $ 10,647 $ — (1) Our new real estate lease for office space in Alpharetta, Georgia requires the landlord to reimburse certain expenditure incurred by us towards construction of improvements, which is expected to be received during the year ended December 31, 2022 and exceeds the payments required to be made pursuant to the lease during the year. |
Organization and Description _2
Organization and Description of Business (Details) - USD ($) | Oct. 15, 2021 | Oct. 01, 2020 | Oct. 01, 2020 | Sep. 25, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2020 | Oct. 14, 2021 | Dec. 31, 2020 |
Subsidiary, Sale of Stock [Line Items] | |||||||||
Deferred underwriting fees | $ 7,258,021 | ||||||||
Conversion of stock (in shares) | 17,473,362 | ||||||||
VPC IMPACT ACQUISITION HOLDINGS [Member] | |||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||
Proceeds from warrants issued | $ 0 | $ 6,147,440 | |||||||
Stock issued, transaction costs | 11,906,607 | ||||||||
Underwriting fees | 4,147,440 | ||||||||
Other offering costs | $ 207,372,020 | 501,146 | |||||||
Cash | $ 1,177,678 | $ 1,177,678 | 528,642 | $ 1,177,678 | |||||
Net working capital | 15,270,109,000,000 | ||||||||
Stock shares issued during the period value for services rendered | $ 25,000 | 25,000 | |||||||
VPC IMPACT ACQUISITION HOLDINGS [Member] | Opco Plan [Member] | |||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||
Ownership percentage by parent | 19.40% | ||||||||
Opco Common Units [Member] | VPC IMPACT ACQUISITION HOLDINGS [Member] | |||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||
Conversion of stock (in shares) | 208,200,000 | ||||||||
IPO and Over-Allotment Option | Member Units and Warrant | |||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||
Proceeds of sale of units and sale of warrants | $ 207.4 | ||||||||
Proceeds from sale of stock and issuance of warrants, placed in trust account (in dollars per share) | $ 10 | $ 10 | |||||||
IPO | VPC IMPACT ACQUISITION HOLDINGS [Member] | |||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||
Number of units issued | 20,000,000 | ||||||||
Gross proceeds from units issued | $ 200,000,000 | ||||||||
Shares issued, price per share | $ 10 | ||||||||
IPO | Member Units | |||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||
Sale of stock, number of units/warrants issued (in shares) | 20,000,000 | ||||||||
Gross proceeds | $ 200 | ||||||||
Private Placement | |||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||
Sale of stock, number of units/warrants issued (in shares) | 32,500,000 | ||||||||
Gross proceeds | $ 325,000,000 | ||||||||
Private Placement | VPC IMPACT ACQUISITION HOLDINGS [Member] | |||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||
Sale of stock, number of units/warrants issued (in shares) | 32,500,000 | ||||||||
Gross proceeds | $ 325,000,000 | ||||||||
Sale of stock, price per share (in dollars per share) | $ 10 | ||||||||
Private Placement | Private and public warrants | |||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||
Sale of stock, number of units/warrants issued (in shares) | 6,000,000 | ||||||||
Gross proceeds | $ 7.5 | $ 6 | |||||||
Sale of stock, price per share (in dollars per share) | 1 | $ 1 | $ 1 | ||||||
Proceeds of sale of units and sale of warrants | $ 147,440 | ||||||||
Over-Allotment Option | VPC IMPACT ACQUISITION HOLDINGS [Member] | |||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||
Number of units issued | 737,202 | ||||||||
Number of warrants issued | 147,440 | ||||||||
Number of warrants issued, price per share | 1 | $ 1 | |||||||
Proceeds from warrants issued | $ 7,519,460 | ||||||||
Shares issued, price per share | 10 | $ 10 | |||||||
Over-Allotment Option | Member Units | |||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||
Sale of stock, price per share (in dollars per share) | $ 10 | $ 10 | |||||||
Proceeds of sale of units and sale of warrants | $ 737,202 | ||||||||
Private Placement Warrants | VPC IMPACT ACQUISITION HOLDINGS [Member] | |||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||
Number of warrants issued | 6,000,000 | ||||||||
Number of warrants issued, price per share | $ 1 | ||||||||
Proceeds from warrants issued | $ 6,000,000 | ||||||||
Sponsor [Member] | VPC IMPACT ACQUISITION HOLDINGS [Member] | |||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||
Debt instrument face value | $ 300,000 | ||||||||
Opco | |||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||
Proceeds of sale of units and sale of warrants | $ 207,400,000 | ||||||||
Class A [Member] | |||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | |||||||
Conversion of stock (in shares) | 7,194,928 | ||||||||
Common stock, shares issued (in shares) | 57,164,388 | ||||||||
Class A [Member] | VPC IMPACT ACQUISITION HOLDINGS [Member] | |||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||
Stock redemption price per share | 10.01% | ||||||||
Class B [Member] | |||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||
Common stock, par value (in dollars per share) | $ 0.0001 | ||||||||
Class B [Member] | VPC IMPACT ACQUISITION HOLDINGS [Member] | |||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||
Common stock, shares issued (in shares) | 5,184,300 | 5,184,300 | 5,184,300 | 5,184,300 | |||||
Class B [Member] | Opco | |||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||
Conversion of stock (in shares) | 192,453,454 | ||||||||
Class V Common Stock | |||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | |||||||
Common stock, shares issued (in shares) | 207,406,648 | 206,271,792 | |||||||
Class V Common Stock | VPC IMPACT ACQUISITION HOLDINGS [Member] | |||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||
Common stock, par value (in dollars per share) | $ 0.0001 | ||||||||
Class V Common Stock | Opco | |||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||
Conversion of stock (in shares) | 208,200,000 | ||||||||
Common stock reserved for future issuance (in shares) | 793,352 | ||||||||
Class V Common Stock | Opco | VPC IMPACT ACQUISITION HOLDINGS [Member] | |||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||
Common stock, shares issued (in shares) | 207,406,648 | ||||||||
Common stock reserved for future issuance (in shares) | 793,352 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) | Sep. 25, 2020USD ($) | Dec. 31, 2021USD ($)Segmentsshares | Dec. 31, 2020USD ($) | Oct. 14, 2021USD ($)shares | Dec. 31, 2021USD ($)Dayshares | Dec. 31, 2020USD ($) | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||||
Number of reportable segments | 1 | 1 | |||||
Allowance for doubtful accounts | $ 200,000 | $ 200,000 | $ 200,000 | ||||
Receivables, write-off | $ 0 | ||||||
Impairment of long-lived assets | 1,196,000 | 3,598,000 | 15,292,000 | ||||
Period over which customer consideration asset is recognized as a reduction to transaction fees on a straight-line basis | 28 months | ||||||
Net revenue | [1] | 11,481,000 | 27,956,000 | 28,495,000 | |||
Other income (expense), net | 832,000 | 487,000 | (218,000) | ||||
Advertising expense | 2,600,000 | 16,200,000 | 4,900,000 | ||||
Acquisition-related expenses | 1,603,000 | 24,793,000 | 13,372,000 | ||||
Realized loss on sale of investment | 100,000 | ||||||
Unrealized gain on investment | 628,000 | ||||||
Unrecognized Tax Benefits, Income Tax Penalties and Interest Accrued | $ 0 | 0 | $ 0 | 0 | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | shares | 216,347,957 | ||||||
VPC IMPACT ACQUISITION HOLDINGS [Member] | |||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||||
Other income (expense), net | (3,854,328) | (9,304,998) | |||||
Cash equivalents | 0 | 0 | 0 | ||||
Offering costs charged to equity | $ 11,906,606 | ||||||
Payments for underwriting expense | 768,391 | ||||||
Unrecognized tax benefits | 0 | 0 | 0 | ||||
Unrecognized Tax Benefits, Income Tax Penalties and Interest Accrued | 0 | 0 | 0 | ||||
FDIC Insured Amount | 250,000 | ||||||
IPO [Member] | VPC IMPACT ACQUISITION HOLDINGS [Member] | |||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||||
Payment of stock issuance cost | $ 11,138,216 | ||||||
Warrant [Member] | |||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | shares | 7,141,035 | ||||||
Warrant [Member] | VPC IMPACT ACQUISITION HOLDINGS [Member] | |||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | shares | 16,516,041 | ||||||
Cryptoassets | |||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||||
Other income (expense), net | $ 0 | $ 1 | 0 | ||||
Cryptoassets | Alternative Payment Platform, Consumer | |||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||||
Net revenue | $ 0 | $ 0 | |||||
Cryptoassets | Alternative Payment Platform, Trading Partners | |||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||||
Net revenue | $ 0 | ||||||
Accounts Receivable | Customer Concentration Risk | Three Customers | |||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||||
Customer concentration risk, percentage | 49.00% | ||||||
Accounts Receivable | Customer Concentration Risk | Four Customers | |||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||||
Customer concentration risk, percentage | 58.00% | ||||||
Revenue from Contract with Customer Benchmark | Customer Concentration Risk | Three Customers | |||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||||
Customer concentration risk, percentage | 55.00% | ||||||
Revenue from Contract with Customer Benchmark | Customer Concentration Risk | Four Customers | |||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||||
Customer concentration risk, percentage | 59.00% | ||||||
Revenue from Contract with Customer Benchmark | Customer Concentration Risk | Two Customers | |||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||||
Customer concentration risk, percentage | 65.00% | ||||||
Class B Voting Units | Member Units | Strategic Partner | |||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||||
Warrants issued, number of units called by warrants (in shares) | shares | 15,000,000 | 15,000,000 | |||||
Class C Voting Units | Member Units | Bridge2 Solutions | |||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||||
Acquisition-related expenses | $ 9,600,000 | ||||||
Money Market Funds | |||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||||
Cash equivalents, invested in money market funds | $ 343,100,000 | $ 38,800,000 | $ 343,100,000 | $ 38,800,000 | |||
[1] | (1)As a result of the Business Combination (Note 4), ICE and its affiliates are no longer our affiliates. Refer to Note 8 for our related party disclosures. |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Property, Plant, and Equipment Useful Lives (Details) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Internal use software | Minimum | ||
Property, Plant and Equipment [Line Items] | ||
Assets under finance lease, estimated useful life | 3 years | 3 years |
Internal use software | Maximum | ||
Property, Plant and Equipment [Line Items] | ||
Assets under finance lease, estimated useful life | minus 7 years | minus 7 years |
Purchased software | ||
Property, Plant and Equipment [Line Items] | ||
Useful lives of assets | 3 years | 3 years |
Office, furniture and equipment | Minimum | ||
Property, Plant and Equipment [Line Items] | ||
Assets under finance lease, estimated useful life | 7 years | 7 years |
Office, furniture and equipment | Maximum | ||
Property, Plant and Equipment [Line Items] | ||
Assets under finance lease, estimated useful life | minus 10 years | minus 10 years |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Useful lives of assets | 7 years | 7 years |
Other computer and network equipment | ||
Property, Plant and Equipment [Line Items] | ||
Useful lives of assets | 3 years | 3 years |
Assets under finance lease | Minimum | ||
Property, Plant and Equipment [Line Items] | ||
Assets under finance lease, estimated useful life | 2 years | 2 years |
Assets under finance lease | Maximum | ||
Property, Plant and Equipment [Line Items] | ||
Assets under finance lease, estimated useful life | minus 5 years | minus 5 years |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Schedule of Reconciliation of Class A Ordinary Shares Reflected in the Balance Sheet (Detail) - VPC IMPACT ACQUISITION HOLDINGS [Member] - USD ($) | 5 Months Ended | 9 Months Ended | 12 Months Ended |
Dec. 31, 2020 | Oct. 14, 2021 | Dec. 31, 2020 | |
Reconciliation Of Class A Ordinary Shares Reflected In The Balance Sheet [Line Items] | |||
Gross proceeds | $ 0 | $ 203,224,580 | |
Class A ordinary shares issuance costs | 0 | (397,793) | |
Class A ordinary shares subject to possible redemption | $ 207,372,020 | 207,372,020 | 207,372,020 |
Class A [Member] | |||
Reconciliation Of Class A Ordinary Shares Reflected In The Balance Sheet [Line Items] | |||
Gross proceeds | 207,372,020 | 207,372,020 | |
Proceeds allocated to Public Warrants | (13,275,495) | (13,275,495) | |
Class A ordinary shares issuance costs | (11,138,216) | (11,138,216) | |
Accretion of carrying value to redemption value | 24,413,711 | 24,413,711 | |
Class A ordinary shares subject to possible redemption | $ 207,372,020 | $ 207,372,020 | $ 207,372,020 |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies - Schedule of Earnings Per Share Basic And Diluted (Detail) - USD ($) | 3 Months Ended | 5 Months Ended | 9 Months Ended |
Dec. 31, 2021 | Dec. 31, 2020 | Oct. 14, 2021 | |
Numerator: | |||
Allocation of net loss, as adjusted | $ (43,995,000) | ||
Common Class A [Member] | VPC IMPACT ACQUISITION HOLDINGS [Member] | |||
Numerator: | |||
Allocation of net loss, as adjusted | $ (3,520,953) | $ (20,077,260) | |
Denominator: | |||
Basic and diluted weighted average shares outstanding | 13,429,289 | 20,737,202 | |
Basic and diluted net loss per ordinary share | $ (0.26) | $ (0.97) | |
Common Class B [Member] | VPC IMPACT ACQUISITION HOLDINGS [Member] | |||
Numerator: | |||
Allocation of net loss, as adjusted | $ (1,340,237) | $ (5,019,315) | |
Denominator: | |||
Basic and diluted weighted average shares outstanding | 5,111,809 | 5,184,300 | |
Basic and diluted net loss per ordinary share | $ (0.26) | $ (0.97) |
Revenue from Contracts with C_3
Revenue from Contracts with Customers - Disaggregation of Revenue (Details) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |
Dec. 31, 2021 | Oct. 14, 2021 | Dec. 31, 2020 | ||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | [1] | $ 11,481,000 | $ 27,956,000 | $ 28,495,000 |
Related party net revenues | 71 | 136 | 2,007 | |
Digital asset marketplace | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 165,000 | 518,000 | (1,073,000) | |
Rebates, liquidity payments, and reductions netted against total revenue | 100,000 | 300,000 | 4,100,000 | |
Considerations payable netted against total revenue | 0 | 1,700,000 | 400,000 | |
Loyalty redemption platform | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 11,315,000 | 29,179,000 | 30,774,000 | |
Alternative payment platform | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 1,000 | (1,741,000) | (576,000) | |
Transaction revenue, net | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 5,724,000 | 10,637,000 | 7,386,000 | |
Rebates, liquidity payments, reductions and considerations payable netted against total revenue | 100,000 | 2,100,000 | 4,500,000 | |
Related party net revenues | 100,000 | 300,000 | 4,100,000 | |
Subscription and service revenue | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | $ 5,757,000 | $ 17,319,000 | $ 21,109,000 | |
[1] | (1)As a result of the Business Combination (Note 4), ICE and its affiliates are no longer our affiliates. Refer to Note 8 for our related party disclosures. |
Revenue from Contracts with C_4
Revenue from Contracts with Customers (Details) $ in Millions | 3 Months Ended | 9 Months Ended | 12 Months Ended | |
Dec. 31, 2021USD ($)Segments | Oct. 14, 2021USD ($) | Dec. 31, 2021USD ($)Day | Dec. 31, 2020USD ($) | |
Disaggregation of Revenue [Line Items] | ||||
Number of reportable segments | 1 | 1 | ||
Transaction price allocated to remaining performance obligation | $ 26 | $ 26 | $ 15.5 | |
Revenue recognition period | 3 years | |||
Contract costs | 0.1 | $ 0.7 | ||
Subscription Fees | ||||
Disaggregation of Revenue [Line Items] | ||||
Transaction price allocated to remaining performance obligation | 16.6 | $ 16.6 | $ 7.1 | |
Revenue recognition period | 50 months | |||
Subscription Fees | Minimum | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue recognition period | 10 months | |||
Subscription Fees | Maximum | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue recognition period | 57 months | |||
Service Fees | ||||
Disaggregation of Revenue [Line Items] | ||||
Transaction price allocated to remaining performance obligation | $ 9.4 | $ 9.4 | $ 8.4 | |
Revenue recognition period | 3 years | 18 months 15 days | ||
Service Fees | Minimum | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue recognition period | 4 months | |||
Service Fees | Maximum | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue recognition period | 42 months |
Revenue from Contracts with C_5
Revenue from Contracts with Customers - Deferred Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended |
Dec. 31, 2021 | Oct. 14, 2021 | Dec. 31, 2020 | |
Contract with Customer, Liability [Roll Forward] | |||
Beginning of the period contract liability | $ 9,423 | $ 8,385 | $ 0 |
Fair value of contract liability acquired (Note 4) | 12,703 | ||
Revenue recognized from contract liabilities included in the beginning balance | (1,350) | (3,524) | (11,005) |
Increases due to cash received, net of amounts recognized in revenue during the period | 1,375 | 4,562 | 6,687 |
End of the period contract liability | $ 9,448 | $ 9,423 | $ 8,385 |
Business Combination and Acqu_3
Business Combination and Acquisition - Narrative (Details) $ / shares in Units, $ in Thousands | Oct. 15, 2021USD ($)BOARDMEMBER$ / sharesshares | Feb. 21, 2020USD ($) | Dec. 31, 2021USD ($)$ / sharesshares | Oct. 14, 2021USD ($) | Dec. 31, 2020USD ($) | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) | ||
Business Acquisition [Line Items] | |||||||||
Repurchase of redeemed Class A ordinary shares | $ 84,500 | $ 84,530 | |||||||
Class A ordinary shares redeemed (in shares) | shares | 8,452,042 | 8,452,042 | |||||||
Conversion of Class A ordinary shares and Class B ordinary shares into Class A common stock (Note 4) (in shares) | shares | 12,285,160 | 12,285,160 | |||||||
Temporary equity par value (in usd per share) | $ / shares | $ 0.0001 | ||||||||
Stock issued in exchange for exercise of warrants (in shares) | shares | 17,473,362 | ||||||||
Acquisition-related expenses | $ 1,603 | $ 24,793 | $ 13,372 | ||||||
Payment of deferred underwriting fee | 7,258 | ||||||||
Goodwill | $ 1,527,118 | 1,527,071 | $ 233,429 | $ 233,429 | $ 16,854 | ||||
Customer relationships | |||||||||
Business Acquisition [Line Items] | |||||||||
Weighted Average Useful Life (in years) | 8 years | [1] | 8 years | 12 years | |||||
Technology | |||||||||
Business Acquisition [Line Items] | |||||||||
Weighted Average Useful Life (in years) | 4 years 2 months 12 days | [2] | 4 years 2 months 12 days | 7 years | |||||
Trade Names | |||||||||
Business Acquisition [Line Items] | |||||||||
Weighted Average Useful Life (in years) | 1 year | ||||||||
Opco | |||||||||
Business Acquisition [Line Items] | |||||||||
Ownership percentage by parent | 20.30% | ||||||||
Private Placement | |||||||||
Business Acquisition [Line Items] | |||||||||
Payment of deferred underwriting fee | $ 7,300 | ||||||||
Payments of stock issuance costs | 13,000 | ||||||||
Gross proceeds | $ 325,000 | ||||||||
Sale of stock, number of units/warrants issued (in shares) | shares | 32,500,000 | ||||||||
Common Class A | |||||||||
Business Acquisition [Line Items] | |||||||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | |||||||
Stock issued in exchange for exercise of warrants (in shares) | shares | 7,194,928 | ||||||||
Common stock, shares issued (in shares) | shares | 57,164,388 | ||||||||
Common Class A | Conversion Of Class A Ordinary Shares And Class B Ordinary Shares Into Class A Common Stock | Common Stock | |||||||||
Business Acquisition [Line Items] | |||||||||
Stock issued in exchange for exercise of warrants (in shares) | shares | 17,469,460 | ||||||||
Class V Common Stock | |||||||||
Business Acquisition [Line Items] | |||||||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | |||||||
Common stock, shares issued (in shares) | shares | 207,406,648 | 206,271,792 | |||||||
Class V Common Stock | Common Stock | |||||||||
Business Acquisition [Line Items] | |||||||||
Stock issued in exchange for exercise of warrants (in shares) | shares | 189,933,286 | ||||||||
Class B Ordinary Shares | |||||||||
Business Acquisition [Line Items] | |||||||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 | ||||||||
Class B Ordinary Shares | Conversion Of Class A Ordinary Shares And Class B Ordinary Shares Into Class A Common Stock | Common Stock | |||||||||
Business Acquisition [Line Items] | |||||||||
Stock issued in exchange for exercise of warrants (in shares) | shares | 5,184,300 | (5,184,300) | |||||||
Voting Class C [Member] | Conversion Of Opco Class A, Class B, And Class C Voting Units Into Class V Common Stock | |||||||||
Business Acquisition [Line Items] | |||||||||
Stock issued in exchange for exercise of warrants (in shares) | shares | 270,270,270 | ||||||||
Opco | |||||||||
Business Acquisition [Line Items] | |||||||||
Maximum NCI voting power percentage | 30.00% | ||||||||
Voting power of common stock threshold | 50.00% | ||||||||
Number of board members from NCI | BOARDMEMBER | 1 | ||||||||
Total number of board members | BOARDMEMBER | 8 | ||||||||
Proceeds of sale of units and sale of warrants | $ 207,400 | ||||||||
Acquisition-related expenses | $ 1,600 | 24,800 | |||||||
Success fee | $ 12,100 | ||||||||
Payment of director and officer insurance | 900 | ||||||||
Goodwill | 1,527,071 | ||||||||
Equity consideration transferred | [3] | $ 1,904,648 | |||||||
Finite-lived intangible assets acquired | 393,070 | ||||||||
Weighted Average Useful Life (in years) | 5 years 8 months 12 days | ||||||||
Opco | Customer relationships | |||||||||
Business Acquisition [Line Items] | |||||||||
Finite-lived intangible assets acquired | [1] | 44,970 | |||||||
Opco | Technology | |||||||||
Business Acquisition [Line Items] | |||||||||
Finite-lived intangible assets acquired | [2] | $ 67,310 | |||||||
Opco | Class V Common Stock | |||||||||
Business Acquisition [Line Items] | |||||||||
Stock issued in exchange for exercise of warrants (in shares) | shares | 208,200,000 | ||||||||
Common stock reserved for future issuance (in shares) | shares | 793,352 | ||||||||
Opco | Class V Common Stock | Conversion Of Opco Class A, Class B, And Class C Voting Units Into Class V Common Stock | |||||||||
Business Acquisition [Line Items] | |||||||||
Stock issued in exchange for exercise of warrants (in shares) | shares | 189,933,286 | ||||||||
Opco | Class V Common Stock | Conversion of Opco Incentive Units | |||||||||
Business Acquisition [Line Items] | |||||||||
Stock issued in exchange for exercise of warrants (in shares) | shares | 17,473,362 | ||||||||
Opco | Class B Ordinary Shares | |||||||||
Business Acquisition [Line Items] | |||||||||
Stock issued in exchange for exercise of warrants (in shares) | shares | 192,453,454 | ||||||||
Opco | Voting Class A [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Stock issued in exchange for exercise of warrants (in shares) | shares | 400,000,000 | ||||||||
Opco | Voting Class A [Member] | Conversion Of Opco Class A, Class B, And Class C Voting Units Into Class V Common Stock | |||||||||
Business Acquisition [Line Items] | |||||||||
Stock issued in exchange for exercise of warrants (in shares) | shares | (400,000,000) | ||||||||
Opco | Voting Class C [Member] | Conversion Of Opco Class A, Class B, And Class C Voting Units Into Class V Common Stock | |||||||||
Business Acquisition [Line Items] | |||||||||
Stock issued in exchange for exercise of warrants (in shares) | shares | (270,270,270) | ||||||||
Bridge2 Solutions, LLC | |||||||||
Business Acquisition [Line Items] | |||||||||
Goodwill | $ 216,575 | ||||||||
Goodwill purchase accounting adjustments | $ 10,100 | ||||||||
Equity consideration transferred | 300,000 | ||||||||
Fair value contributed by affiliated entity | $ 260,800 | ||||||||
Weighted Average Useful Life (in years) | 11 years | ||||||||
Bridge2 Solutions, LLC | Customer relationships | |||||||||
Business Acquisition [Line Items] | |||||||||
Finite-lived intangible assets acquired | $ 53,600 | ||||||||
Weighted Average Useful Life (in years) | 12 years | ||||||||
Bridge2 Solutions, LLC | Technology | |||||||||
Business Acquisition [Line Items] | |||||||||
Finite-lived intangible assets acquired | $ 12,000 | ||||||||
Weighted Average Useful Life (in years) | 7 years | ||||||||
Bridge2 Solutions, LLC | Trade Names | |||||||||
Business Acquisition [Line Items] | |||||||||
Finite-lived intangible assets acquired | $ 400 | ||||||||
Weighted Average Useful Life (in years) | 1 year | ||||||||
[1] | The customer relationships represent the existing customer relationships of Opco that were valued by applying the multi-period excess earnings methodology. | ||||||||
[2] | The technology represents technologies acquired and developed by Opco for the purpose of operating its platform, which were valued using the relief-from-royalty method. | ||||||||
[3] | The equity consideration paid to Opco Equity Holders is equal to the estimated fair value of noncontrolling interest on the acquisition date. Equity consideration paid to Opco Equity Holders consisted of the following: |
Business Combination and Acqu_4
Business Combination and Acquisition - Okpo Consideration Transferred (Details) - Opco $ / shares in Units, $ in Thousands | Oct. 15, 2021USD ($)$ / sharesshares | |
Business Acquisition [Line Items] | ||
Equity consideration paid to Opco Equity Holders | $ 1,904,648 | [1] |
Cash paid for redeemed Opco Incentive Units | 1,488 | [2] |
Cash paid for seller transaction costs | 13,454 | [3] |
Total purchase consideration | $ 1,919,590 | |
Opco common units (in shares) | shares | 189,933 | |
Fair value per unit (in usd per share) | $ / shares | $ 9.46 | |
Fair value of Opco common units | $ 1,796,769 | |
Fair value of Opco common incentive units based on services rendered | 107,879 | |
Equity consideration paid to Opco Equity Holders | $ 1,904,648 | [1] |
Redemption of temporary equity, percentage | 40.00% | |
[1] | The equity consideration paid to Opco Equity Holders is equal to the estimated fair value of noncontrolling interest on the acquisition date. Equity consideration paid to Opco Equity Holders consisted of the following: | |
[2] | Represents the cash paid to certain Opco Equity Holders in exchange for the redemption of 40% of the first one-third of their Opco common incentive units and preferred incentive units which vested at the effective time of the Business Combination (Note 11). | |
[3] | Represents Opco’s liability to pay transaction costs as of the Business Combination date, which was settled with cash received from the Business Combination. |
Business Combination and Acqu_5
Business Combination and Acquisition - Opko Assets Acquired And Liabilities Assumed (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Oct. 15, 2021 | Oct. 14, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Business Acquisition [Line Items] | |||||
Goodwill | $ 1,527,118 | $ 1,527,071 | $ 233,429 | $ 16,854 | |
Opco | |||||
Business Acquisition [Line Items] | |||||
Cash and cash equivalents, restricted cash and customer funds | $ 30,837 | ||||
Accounts receivable, net | 17,009 | ||||
Other current assets | 5,090 | ||||
Property, equipment and software | 4,115 | ||||
Deposits with clearinghouse, noncurrent (affiliate in Predecessor period) | 15,151 | ||||
Intangible assets | 393,070 | ||||
Goodwill | 1,527,071 | ||||
Deferred tax asset | 140 | ||||
Other assets | 3,002 | ||||
Total assets acquired | 1,995,485 | ||||
Accounts payable and accrued liabilities | (52,997) | ||||
Due to related party (affiliate in Predecessor period) | (2,313) | ||||
Other current liabilities | (3,140) | ||||
Deferred revenue, current | (4,665) | ||||
Participation unit liability | (6,756) | ||||
Deferred revenue, noncurrent | (4,758) | ||||
Other liabilities | (1,266) | ||||
Total liabilities assumed | (75,895) | ||||
Total purchase consideration | $ 1,919,590 |
Business Combination and Acqu_6
Business Combination and Acquisition - Opko Finite Lived Intangible Assets Acquired (Details) - USD ($) $ in Thousands | Oct. 15, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | ||
Customer relationships | |||||
Acquired Finite-Lived Intangible Assets [Line Items] | |||||
Weighted Average Useful Life (in years) | 8 years | [1] | 8 years | 12 years | |
Technology | |||||
Acquired Finite-Lived Intangible Assets [Line Items] | |||||
Weighted Average Useful Life (in years) | 4 years 2 months 12 days | [2] | 4 years 2 months 12 days | 7 years | |
Opco | |||||
Acquired Finite-Lived Intangible Assets [Line Items] | |||||
Finite-lived intangible assets acquired | $ 393,070 | ||||
Weighted Average Useful Life (in years) | 5 years 8 months 12 days | ||||
Opco | Customer relationships | |||||
Acquired Finite-Lived Intangible Assets [Line Items] | |||||
Finite-lived intangible assets acquired | [1] | 44,970 | |||
Opco | Technology | |||||
Acquired Finite-Lived Intangible Assets [Line Items] | |||||
Finite-lived intangible assets acquired | [2] | 67,310 | |||
Opco | Trademarks / trade names | |||||
Acquired Finite-Lived Intangible Assets [Line Items] | |||||
Indefinite-lived intangible assets acquired | [3] | 39,470 | |||
Opco | Licenses | |||||
Acquired Finite-Lived Intangible Assets [Line Items] | |||||
Indefinite-lived intangible assets acquired | [4] | $ 241,320 | |||
[1] | The customer relationships represent the existing customer relationships of Opco that were valued by applying the multi-period excess earnings methodology. | ||||
[2] | The technology represents technologies acquired and developed by Opco for the purpose of operating its platform, which were valued using the relief-from-royalty method. | ||||
[3] | The trademarks / trade names represent those that Opco originated which were valued using the relief-from-royalty method. | ||||
[4] | The licenses represent those that Opco acquired that were valued using the with-and-without method. |
Business Combination and Acqu_7
Business Combination and Acquisition - Opko Pro Forma Information (Details) - Opco - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Business Acquisition [Line Items] | ||
Pro forma revenue, net | $ 39,437 | $ 34,154 |
Pro forma net loss | (198,467) | (168,751) |
Less: pro forma net loss attributable to noncontrolling interest | (165,136) | (140,376) |
Pro forma net loss attributable to Bakkt Holdings, Inc. | $ (33,331) | $ (28,375) |
Business Combination and Acqu_8
Business Combination and Acquisition - Bridge2 Solutions Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Oct. 14, 2021 | Dec. 31, 2020 | Feb. 21, 2020 | Dec. 31, 2019 |
Business Acquisition [Line Items] | |||||
Goodwill | $ 1,527,118 | $ 1,527,071 | $ 233,429 | $ 16,854 | |
Bridge2 Solutions, LLC | |||||
Business Acquisition [Line Items] | |||||
Cash and cash equivalents, restricted cash and customer funds | $ 10,652 | ||||
Accounts receivable, net | 10,158 | ||||
Other current assets | 1,284 | ||||
Property, equipment and software | 4,465 | ||||
Other assets | 2,864 | ||||
Goodwill | 216,575 | ||||
Total assets acquired | 312,023 | ||||
Accounts payable and accrued liabilities | (22,450) | ||||
Deferred revenue, current | (12,703) | ||||
Deferred income tax liabilities | (3,005) | ||||
Other liabilities | (2,402) | ||||
Total liabilities assumed | (40,560) | ||||
Total purchase consideration | 271,463 | ||||
Bridge2 Solutions, LLC | Customer relationships | |||||
Business Acquisition [Line Items] | |||||
Finite-lived intangible assets | 53,620 | ||||
Bridge2 Solutions, LLC | Technology | |||||
Business Acquisition [Line Items] | |||||
Finite-lived intangible assets | 11,990 | ||||
Bridge2 Solutions, LLC | Trade Names | |||||
Business Acquisition [Line Items] | |||||
Finite-lived intangible assets | $ 415 |
Business Combination and Acqu_9
Business Combination and Acquisition - Bridge2 Solutions Pro Forma (Details) - Bridge2 Solutions, LLC $ in Thousands | 10 Months Ended |
Dec. 31, 2020USD ($) | |
Business Acquisition [Line Items] | |
Revenue | $ 30,774 |
Net Loss | $ (11,085) |
Initial Public offering - Addit
Initial Public offering - Additional Information (Detail) - USD ($) | Oct. 01, 2020 | Sep. 25, 2020 | Mar. 31, 2020 | Dec. 31, 2021 | Oct. 14, 2021 |
Disclosure Of Initial Public Offer [Line Items] | |||||
Number of units issued | $ 299,700,000 | ||||
Exercise price of warrants | $ 11.50 | ||||
VPC IMPACT ACQUISITION HOLDINGS [Member] | |||||
Disclosure Of Initial Public Offer [Line Items] | |||||
Exercise price of warrants | $ 11.50 | ||||
Public Warrants [Member] | VPC IMPACT ACQUISITION HOLDINGS [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] | VPC IMPACT ACQUISITION HOLDINGS [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] | VPC IMPACT ACQUISITION HOLDINGS [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 | Oct. 14, 2021 | Oct. 14, 2021 | Dec. 31, 2020 | Dec. 31, 2021 |
Private Placement [Line Items] | |||||
Exercise price of warrants | $ 11.50 | ||||
VPC IMPACT ACQUISITION HOLDINGS [Member] | |||||
Private Placement [Line Items] | |||||
Proceeds from warrants issued | $ 0 | $ 6,147,440 | |||
Exercise price of warrants | $ 11.50 | $ 11.50 | |||
Private Placement Warrants [Member] | VPC IMPACT ACQUISITION HOLDINGS [Member] | |||||
Private Placement [Line Items] | |||||
Number of warrants issued | 6,000,000 | ||||
Private Placement Warrants [Member] | Private Placement [Member] | VPC IMPACT ACQUISITION HOLDINGS [Member] | |||||
Private Placement [Line Items] | |||||
Number of warrants issued | 147,440 | ||||
Number of warrants issued, price per share | $ 1 | $ 1 | $ 1 | ||
Proceeds from warrants issued | $ 6,000,000 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Detail) - USD ($) | Sep. 25, 2020 | Aug. 03, 2020 | Sep. 30, 2020 | Dec. 31, 2020 | Oct. 14, 2021 | Dec. 31, 2021 | Oct. 01, 2020 |
VPC IMPACT ACQUISITION HOLDINGS [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Stock Issued During Period, Value, Issued for Services | $ 25,000 | $ 25,000 | |||||
Share Price | $ 9.20 | ||||||
Related party transaction expenses | $ 0 | ||||||
Sponsor [Member] | Administrative Support Agreement [Member] | VPC IMPACT ACQUISITION HOLDINGS [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Related party transaction expenses | $ 10,000 | $ 90,000 | $ 30,000 | ||||
Due to officers or stockholders, current | $ 30,000 | $ 110,000 | |||||
Founder Shares [Member] | Lock In Period One [Member] | VPC IMPACT ACQUISITION HOLDINGS [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] | VPC IMPACT ACQUISITION HOLDINGS [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Lock in period after business combination founder shares | 150 days | ||||||
Common Class A [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Common stock, shares outstanding | 57,164,388 | ||||||
Common Class A [Member] | Founder Shares [Member] | VPC IMPACT ACQUISITION HOLDINGS [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 | ||||||
Common Class A [Member] | Founder Shares [Member] | Minimum [Member] | VPC IMPACT ACQUISITION HOLDINGS [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Share Price | $ 12 | ||||||
Common Class B [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Common stock, shares outstanding | 5,184,300 | 5,184,300 | |||||
Common Class B [Member] | VPC IMPACT ACQUISITION HOLDINGS [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Common stock, shares outstanding | 5,184,300 | 5,184,300 | |||||
Share based compensation other than employee stock scheme shares forfeited during the period | 565,700 | ||||||
Common Class B [Member] | Founder Shares [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Stock shares issued during the period shares for services rendered | 5,750,000 | ||||||
Common Class B [Member] | Founder Shares [Member] | VPC IMPACT ACQUISITION HOLDINGS [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Stock Issued During Period, Value, Issued for Services | $ 25,000 | ||||||
Common stock, shares outstanding | 5,690,000 | 5,184,300 | |||||
Common stock share subject to forfeiture | 750,000 | ||||||
Percentage of common stock shares outstanding | 20.00% | ||||||
Common stock shares not subject to forfeiture | 184,300 | ||||||
Common Class B [Member] | Founder Shares [Member] | Board Of Directors [Member] | VPC IMPACT ACQUISITION HOLDINGS [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Shares transferred to related party | 60,000 |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets, Net - Goodwill (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended |
Dec. 31, 2021 | Oct. 14, 2021 | Dec. 31, 2020 | |
Goodwill [Roll Forward] | |||
Goodwill, beginning balance | $ 1,527,071 | $ 233,429 | $ 16,854 |
Acquisition of Bridge2 Solutions | 216,575 | ||
Foreign currency translation | 47 | (48) | |
Goodwill, ending balance | 1,527,118 | 1,527,071 | $ 233,429 |
Previously Reported [Member] | |||
Goodwill [Roll Forward] | |||
Goodwill, beginning balance | $ 233,381 | ||
Goodwill, ending balance | $ 233,381 |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets, Net (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | 12 Months Ended |
Dec. 31, 2021 | Oct. 14, 2021 | Dec. 31, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |||
Amortization of intangible assets | $ 4.6 | $ 5.1 | $ 6.5 |
Goodwill and Intangible Asset_5
Goodwill and Intangible Assets, Net - Schedule of Intangible Assets (Details) - USD ($) $ in Thousands | Oct. 15, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Indefinite-lived Intangible Assets [Line Items] | ||||
Accumulated Amortization | $ (4,601) | $ (6,080) | ||
Gross Carrying Amount | 393,070 | 68,279 | ||
Total | 107,679 | |||
Net Carrying Amount | $ 388,469 | $ 62,199 | ||
Technology | ||||
Indefinite-lived Intangible Assets [Line Items] | ||||
Weighted Average Useful Life (in years) | 4 years 2 months 12 days | [1] | 4 years 2 months 12 days | 7 years |
Gross Carrying Amount | $ 67,310 | $ 13,690 | ||
Accumulated Amortization | (3,415) | (1,879) | ||
Total | $ 63,895 | $ 11,811 | ||
Customer relationships | ||||
Indefinite-lived Intangible Assets [Line Items] | ||||
Weighted Average Useful Life (in years) | 8 years | [2] | 8 years | 12 years |
Gross Carrying Amount | $ 44,970 | $ 53,620 | ||
Accumulated Amortization | (1,186) | (3,844) | ||
Total | 43,784 | $ 49,776 | ||
Trade Names | ||||
Indefinite-lived Intangible Assets [Line Items] | ||||
Indefinite-lived intangible assets | 39,470 | |||
Weighted Average Useful Life (in years) | 1 year | |||
Gross Carrying Amount | $ 415 | |||
Accumulated Amortization | (357) | |||
Total | 58 | |||
Licenses | ||||
Indefinite-lived Intangible Assets [Line Items] | ||||
Indefinite-lived intangible assets | $ 241,320 | $ 554 | ||
[1] | The technology represents technologies acquired and developed by Opco for the purpose of operating its platform, which were valued using the relief-from-royalty method. | |||
[2] | The customer relationships represent the existing customer relationships of Opco that were valued by applying the multi-period excess earnings methodology. |
Goodwill and Intangible Asset_6
Goodwill and Intangible Assets, Net - Schedule of Future Amortization (Details) $ in Thousands | Dec. 31, 2021USD ($) |
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity [Abstract] | |
2022 | $ 21,811 |
2023 | 21,811 |
2024 | 21,871 |
2025 | 18,896 |
2026 | 7,628 |
Thereafter | 15,662 |
Total | $ 107,679 |
Consolidated Balance Sheet Co_3
Consolidated Balance Sheet Components - Accounts Receivable, Net (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Total accounts receivable | $ 18,352 | $ 10,558 |
Less: allowance for doubtful accounts | (210) | (150) |
Total | 18,142 | 10,408 |
Trade accounts receivable | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Total accounts receivable | 11,404 | 5,656 |
Unbilled receivables | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Total accounts receivable | 5,448 | 2,590 |
Other receivables | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Total accounts receivable | $ 1,500 | $ 2,312 |
Consolidated Balance Sheet Co_4
Consolidated Balance Sheet Components - Other Current Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Prepaid expenses | $ 32,206 | $ 734 |
Customer consideration asset, current (Note 10) | 0 | 2,325 |
Other current assets | 4,784 | 6,956 |
Previously Reported [Member] | ||
Prepaid expenses | $ 4,784 | $ 4,631 |
Consolidated Balance Sheet Co_5
Consolidated Balance Sheet Components - Property, Equipment and Software, Net (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Property, Plant and Equipment [Line Items] | ||
Property, equipment and software, gross | $ 6,854 | $ 22,740 |
Less: accumulated amortization and depreciation | (733) | (2,783) |
Total | 6,121 | 19,957 |
Internal use software | ||
Property, Plant and Equipment [Line Items] | ||
Property, equipment and software, gross | 3,550 | 20,343 |
Purchased software | ||
Property, Plant and Equipment [Line Items] | ||
Property, equipment and software, gross | 17 | 110 |
Office, furniture and equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property, equipment and software, gross | 19 | 609 |
Other computer and network equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property, equipment and software, gross | 2,991 | 1,199 |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property, equipment and software, gross | $ 277 | $ 479 |
Consolidated Balance Sheet Co_6
Consolidated Balance Sheet Components - Narrative (Details) - USD ($) $ in Thousands | Feb. 03, 2021 | Dec. 31, 2021 | Oct. 14, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Jan. 19, 2021 | Jan. 18, 2021 |
Property, Plant and Equipment [Line Items] | |||||||
Depreciation and amortization expense | $ 800 | $ 4,400 | $ 2,700 | ||||
Amortization expense of capitalized internal-use software placed in service | 400 | 3,600 | 900 | ||||
Capitalized computer software | 19,800 | ||||||
Capitalized computer software placed in service | 17,400 | ||||||
Software license obligation, current | 0 | $ 0 | 675 | ||||
Impairment of long-lived assets | 1,196 | $ 3,598 | 15,292 | ||||
Default resource contribution | 15,200 | 15,200 | 35,400 | ||||
Bakkt Trust | |||||||
Property, Plant and Equipment [Line Items] | |||||||
Default resource contribution | $ 15,200 | $ 35,400 | |||||
Default resource contribution, amount returned | $ 20,200 | ||||||
Cash margins (less than) | 100 | 100 | |||||
License Agreements | |||||||
Property, Plant and Equipment [Line Items] | |||||||
Software license obligation, current | 700 | 700 | |||||
Impairment of long-lived assets | 1,200 | 1,400 | |||||
Fair value of impaired asset | 0 | $ 0 | 0 | ||||
Income from extinguishment of software license liability | $ 1,300 | ||||||
Term of software license agreement | 5 years | ||||||
Internal use software | |||||||
Property, Plant and Equipment [Line Items] | |||||||
Impairment of long-lived assets | 11,500 | ||||||
Fair value of impaired asset | 0 | ||||||
Purchased software | |||||||
Property, Plant and Equipment [Line Items] | |||||||
Impairment of long-lived assets | 2,500 | ||||||
Fair value of impaired asset | $ 0 |
Consolidated Balance Sheet Co_7
Consolidated Balance Sheet Components - Other Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Customer consideration asset, noncurrent (Note 10) | $ 0 | $ 2,713 |
Operating lease right-of-use assets (Note 17) | 11,239 | 1,799 |
Finance lease right-of-use assets | 0 | 468 |
Other | 2,640 | 598 |
Other assets | $ 13,879 | $ 5,578 |
Consolidated Balance Sheet Co_8
Consolidated Balance Sheet Components - Accounts Payable and Accrued Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Accounts payable | $ 10,646 | $ 7,165 |
Accrued expenses | 20,130 | 14,808 |
Purchasing card payable | 17,698 | 12,683 |
Salaries and benefits payable | 13,349 | 6,018 |
Other | 2,267 | 2,241 |
Total | $ 64,090 | $ 42,915 |
Consolidated Balance Sheet Co_9
Consolidated Balance Sheet Components - Other Current Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Participation units liability, current (Note 11) | $ 2,027 | $ 0 |
Current maturities of operating lease liability | 615 | 953 |
Software license obligation, current | 0 | 675 |
Current maturities of finance lease liability | 0 | 129 |
Other | 1,075 | 186 |
Total | $ 3,717 | $ 1,943 |
Consolidated Balance Sheet C_10
Consolidated Balance Sheet Components - Other Noncurrent Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Software license obligation, noncurrent | $ 0 | $ 1,233 |
Participation units liability, non-current (Note 11) | 2,027 | 870 |
Operating lease liability, noncurrent (Note 17) | 10,647 | 847 |
Finance lease liability, noncurrent | 0 | 369 |
Total | $ 12,674 | $ 3,319 |
Related Parties (Details)
Related Parties (Details) - USD ($) | Mar. 12, 2020 | Apr. 30, 2019 | Dec. 31, 2021 | Oct. 14, 2021 | Dec. 31, 2020 | Aug. 31, 2021 | Jan. 19, 2021 | Jan. 18, 2021 | May 31, 2020 | May 19, 2020 | Feb. 21, 2020 | |
Related Party Transaction [Line Items] | ||||||||||||
Related party net revenues | $ 71 | $ 136 | $ 2,007 | |||||||||
Default resource contribution | 15,200,000 | 35,400,000 | ||||||||||
Interest income (expense), net | 11,000 | (247,000) | 123,000 | |||||||||
Due to related party (affiliate in Predecessor period) | [1] | 617,000 | 1,856,000 | |||||||||
Accounts receivable, net | 18,142,000 | 10,408,000 | ||||||||||
Realized loss on sale of investment | 100,000 | |||||||||||
Unrealized gain on investment | 628,000 | |||||||||||
Class C Warrant | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Fair value of warrant | $ 1,000,000 | $ 1,600,000 | ||||||||||
Bakkt Trust | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Default resource contribution | $ 15,200,000 | $ 35,400,000 | ||||||||||
Intercompany Services Agreement And Triparty Agreement | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Due to related party (affiliate in Predecessor period) | 0 | 1,900,000 | ||||||||||
Accounts receivable, net | 100,000 | 0 | ||||||||||
ICE | Bridge2 Solutions, LLC | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Percentage of issued and outstanding ownership interests acquired | 100.00% | |||||||||||
Affiliated Entity | ICE | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Realized loss on sale of investment | 100,000 | |||||||||||
Unrealized gain on investment | 600,000 | |||||||||||
Business contributed, enterprise value | $ 261,400,000 | |||||||||||
Business contributed, additional goodwill | 10,100,000 | |||||||||||
Business contributed, cash contribution | 2,600,000 | |||||||||||
Business contributed, cash contribution, amount used to pay acquisition-related expenses | 1,400,000 | |||||||||||
Affiliated Entity | ICE | Intercompany Services Agreement | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Expenses | 0 | 1,500,000 | 3,100,000 | |||||||||
Affiliated Entity | ICE | Transition Services Agreement | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Expenses | 600,000 | |||||||||||
Affiliated Entity | IFUS and ICUS | Triparty Agreement | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Reduction in revenue related to capital contribution | 200,000 | 700,000 | ||||||||||
Affiliated Entity | ICUS | Transition Services Agreement | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Interest income (expense), net | 100,000 | |||||||||||
Affiliated Entity | ICUS | Triparty Agreement | Bakkt Trust | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Default resource contribution | $ 15,000,000 | $ 35,400,000 | ||||||||||
Affiliated Entity | IFS and ICS | Triparty Agreement | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Related party net revenues | 100,000 | 100,000 | 2,000,000 | |||||||||
Rebates and incentive payments (contra-revenue) | 100,000 | 200,000 | 3,400,000 | |||||||||
Reduction in revenue related to capital contribution | $ 0 | $ 200,000 | 700,000 | |||||||||
Affiliated Entity | IFS and ICS | Triparty Agreement | PDF Contracts | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
General duration of PDF Contracts (less than) | 1 month | |||||||||||
Percentage of net trading and clearing revenue earned with respect to PDF Contracts paid to us | 35.00% | |||||||||||
Affiliated Entity | ICE and Certain Minority Investors | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Business contributed, cash contribution | 36,600,000 | |||||||||||
Affiliated Entity | ICE and Certain Minority Investors | Class C Voting Units | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Gross proceeds | $ 299,700,000 | |||||||||||
Sale of stock, number of units/warrants issued (in shares) | 270,000,000 | |||||||||||
Affiliated Entity | Minority Investor | Class C Warrant | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Fair value of warrant | $ 1,600,000 | |||||||||||
Executive | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Gross proceeds | $ 200,000 | $ 100,000 | ||||||||||
[1] | As a result of the Business Combination (Note 4), ICE and its affiliates are no longer our affiliates. Refer to Note 8 for our related party disclosures. |
Warrants (Details)
Warrants (Details) - USD ($) | 3 Months Ended | 5 Months Ended | 9 Months Ended | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | Oct. 14, 2021 | Dec. 31, 2020 | Oct. 01, 2020 | |
Class of Warrant or Right [Line Items] | |||||
Exercise price (in dollars per share) | $ 11.50 | ||||
Stock issued in exchange for exercise of warrants (in shares) | 17,473,362 | ||||
Proceeds from the exercise of warrants (Note 9) | $ 37,117,000 | ||||
Loss from change in fair value of warrant liability | $ 79,373,000 | ||||
VPC IMPACT ACQUISITION HOLDINGS [Member] | |||||
Class of Warrant or Right [Line Items] | |||||
Exercise price (in dollars per share) | $ 11.50 | ||||
Class of warrants or rights term | 5 years | ||||
Loss from change in fair value of warrant liability | $ 3,090,130 | $ 9,329,720 | $ 3,090,130 | ||
Share Price | $ 9.20 | ||||
Event Trigerring The Value Of Warrants [Member] | VPC IMPACT ACQUISITION HOLDINGS [Member] | |||||
Class of Warrant or Right [Line Items] | |||||
Number of consecutive trading days for determining the share price | 10 days | ||||
Sale of stock issue price per share | $ 9.20 | ||||
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] | VPC IMPACT ACQUISITION HOLDINGS [Member] | |||||
Class of Warrant or Right [Line Items] | |||||
Redemption price of common stock percentage | 180.00% | ||||
Event Trigerring The Value Of Warrants [Member] | Newly Issued Price [Member] | VPC IMPACT ACQUISITION HOLDINGS [Member] | |||||
Class of Warrant or Right [Line Items] | |||||
Redemption price of common stock percentage | 115.00% | ||||
Triggering Share Price One [Member] | Maximum [Member] | VPC IMPACT ACQUISITION HOLDINGS [Member] | |||||
Class of Warrant or Right [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] | |||||
Class of Warrant or Right [Line Items] | |||||
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] | VPC IMPACT ACQUISITION HOLDINGS [Member] | |||||
Class of Warrant or Right [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 | ||||
Triggering Share Price One [Member] | Minimum [Member] | Warrant Redemption Price One [Member] | VPC IMPACT ACQUISITION HOLDINGS [Member] | |||||
Class of Warrant or Right [Line Items] | |||||
Class of warrants or rights redemption price | $ 0.01 | ||||
Triggering Share Price Two [Member] | Minimum [Member] | |||||
Class of Warrant or Right [Line Items] | |||||
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] | VPC IMPACT ACQUISITION HOLDINGS [Member] | |||||
Class of Warrant or Right [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 | ||||
Warrant Excercise Period One [Member] | VPC IMPACT ACQUISITION HOLDINGS [Member] | |||||
Class of Warrant or Right [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] | VPC IMPACT ACQUISITION HOLDINGS [Member] | |||||
Class of Warrant or Right [Line Items] | |||||
Class of warrants or rights number of days from the closure of business combination within which excersing can be done | 1 year | ||||
Warrant Excercise Period Two [Member] | Triggering Share Price Two [Member] | Minimum [Member] | VPC IMPACT ACQUISITION HOLDINGS [Member] | |||||
Class of Warrant or Right [Line Items] | |||||
Class of warrants or rights redemption price | $ 0.10 | ||||
Class A [Member] | |||||
Class of Warrant or Right [Line Items] | |||||
Number of shares entitled to holders of each warrant (in shares) | 1 | ||||
Stock issued in exchange for exercise of warrants (in shares) | 7,194,928 | ||||
Private Placement Warrants And Class A Stock Issuable Upon Exercise Of Private Placement Warrants [Member] | VPC IMPACT ACQUISITION HOLDINGS [Member] | |||||
Class of Warrant or Right [Line Items] | |||||
Class of warrants or rights lock in period | 30 days | ||||
Public Warrants | |||||
Class of Warrant or Right [Line Items] | |||||
Class of Warrant or Right, Outstanding | 7,141,035 | ||||
Class of warrants or rights term | 5 years | ||||
Warrants exercised (in shares) | 3,227,566 | ||||
Proceeds from the exercise of warrants (Note 9) | $ 37,100,000 | ||||
Public Warrants | VPC IMPACT ACQUISITION HOLDINGS [Member] | |||||
Class of Warrant or Right [Line Items] | |||||
Number of shares entitled to holders of each warrant (in shares) | 1 | ||||
Exercise price (in dollars per share) | $ 11.50 | ||||
Warrants fair value disclosure | 11,509,147 | $ 17,211,878 | 11,509,147 | ||
Private Placement Warrants | |||||
Class of Warrant or Right [Line Items] | |||||
Class of Warrant or Right, Outstanding | 0 | ||||
Warrants exercised (in shares) | 6,147,440 | ||||
Private Placement Warrants | VPC IMPACT ACQUISITION HOLDINGS [Member] | |||||
Class of Warrant or Right [Line Items] | |||||
Warrants fair value disclosure | $ 11,003,918 | $ 14,618,000 | $ 11,003,918 |
Stockholders' Equity - Narrativ
Stockholders' Equity - Narrative (Details) $ / shares in Units, $ in Thousands | Oct. 15, 2021$ / sharesshares | Apr. 06, 2021shares | Oct. 31, 2021USD ($) | Aug. 31, 2021shares | Mar. 31, 2020USD ($)$ / sharesshares | Dec. 31, 2018USD ($)shares | Dec. 31, 2021USD ($)$ / sharesshares | Oct. 14, 2021USD ($)$ / sharesshares | Dec. 31, 2020USD ($)$ / sharesshares | Aug. 31, 2021USD ($) | Aug. 31, 2021d | Aug. 31, 2021 | Oct. 01, 2020shares | Aug. 03, 2020shares | May 31, 2020 | May 31, 2020shares | May 31, 2020$ / shares | May 31, 2020USD ($) | May 31, 2020d | May 31, 2020 | May 19, 2020USD ($) | Feb. 19, 2020USD ($)d$ / sharesshares |
Class of Stock [Line Items] | ||||||||||||||||||||||
Preferred stock, shares authorized | 1,000,000 | |||||||||||||||||||||
Preferred stock, par value (in dollars per share) | $ / shares | $ 0.0001 | |||||||||||||||||||||
Preferred stock, shares issued | 0 | |||||||||||||||||||||
Temporary equity shares issued | 103,318,325 | |||||||||||||||||||||
Temporary equity shares outstanding | 85,875,000 | |||||||||||||||||||||
Issuance of voting units | $ | $ 299,700 | |||||||||||||||||||||
Conversion of stock (in shares) | 17,473,362 | |||||||||||||||||||||
Exercise price (in dollars per share) | $ / shares | $ 11.50 | |||||||||||||||||||||
Impairment of long-lived assets | $ | $ 1,196 | $ 3,598 | $ 15,292 | |||||||||||||||||||
Selling, general and administrative | $ | $ 8,521 | $ 20,309 | $ 8,219 | |||||||||||||||||||
VPC IMPACT ACQUISITION HOLDINGS [Member] | ||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||
Preferred stock, shares authorized | 1,000,000 | 1,000,000 | ||||||||||||||||||||
Preferred stock, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | ||||||||||||||||||||
Preferred stock, shares issued | 0 | 0 | ||||||||||||||||||||
Preferred stock, shares outstanding | 0 | 0 | ||||||||||||||||||||
Exercise price (in dollars per share) | $ / shares | $ 11.50 | |||||||||||||||||||||
Expected term (years) | 5 years | |||||||||||||||||||||
Customer Consideration Asset | ||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||
Impairment of long-lived assets | $ | $ 3,600 | |||||||||||||||||||||
Fair value of impaired asset | $ | $ 0 | |||||||||||||||||||||
Class B Warrant | ||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||
Exercise price (in dollars per share) | $ / shares | $ 1 | |||||||||||||||||||||
Expected term (years) | 3 years | |||||||||||||||||||||
Fair value of warrant | $ | $ 5,400 | |||||||||||||||||||||
Class B Warrant | Dividend yield | Black-Scholes Model | ||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||
Warrant measurement input | d | 0 | |||||||||||||||||||||
Class C Warrant | ||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||
Exercise price (in dollars per share) | $ / shares | $ 1.11 | $ 1.11 | ||||||||||||||||||||
Expected term (years) | 3 days 1 hour | 4 years 4 months 6 days | ||||||||||||||||||||
Fair value of warrant | $ | $ 1,000 | $ 1,600 | ||||||||||||||||||||
Number of warrant units amended to change the service conditions | 781,515 | |||||||||||||||||||||
Number of warrant units with service conditions left unchanged | 2,822,085 | |||||||||||||||||||||
Warrant units vested but not exercised (in shares) | 172,055 | |||||||||||||||||||||
Warrant units not vested or exercised (in shares) | 621,297 | |||||||||||||||||||||
Selling, general and administrative | $ | $ 0 | $ 1,000 | ||||||||||||||||||||
Class C Warrant | Dividend yield | Black-Scholes Model | ||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||
Warrant measurement input | 0 | 0 | 0 | 0 | ||||||||||||||||||
Opco Plan | ||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||
Accelerated costs | $ | $ 47,200 | 30,600 | $ 9,600 | |||||||||||||||||||
ICE | ||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||
Issuance of voting units (in shares) | 400,000,000 | |||||||||||||||||||||
ICE | Developed Technology | ||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||
Developed technology assets contributed by ICE | $ | $ 1,700 | |||||||||||||||||||||
Minority Investor | Affiliated Entity | Class C Warrant | ||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||
Fair value of warrant | $ | $ 1,600 | |||||||||||||||||||||
IFUS and ICUS | Affiliated Entity | Triparty Agreement | ||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||
Reduction in revenue related to capital contribution | $ | $ 200 | $ 700 | ||||||||||||||||||||
Common Class A | ||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||
Common stock, shares authorized | 750,000,000 | |||||||||||||||||||||
Common stock, par value (in dollars per share) | $ / shares | 0.0001 | $ 0.0001 | ||||||||||||||||||||
Common stock, shares issued (in shares) | 57,164,388 | |||||||||||||||||||||
Common stock, shares outstanding | 57,164,388 | |||||||||||||||||||||
Conversion of stock (in shares) | 7,194,928 | |||||||||||||||||||||
Common Class A | VPC IMPACT ACQUISITION HOLDINGS [Member] | ||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||
Common stock, shares authorized | 200,000,000 | 200,000,000 | ||||||||||||||||||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | ||||||||||||||||||||
Common Class A | Founder Shares [Member] | VPC IMPACT ACQUISITION HOLDINGS [Member] | ||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||
Percentage of common stock shares outstanding | 20.00% | |||||||||||||||||||||
Common Class A | Non-US [Member] | VPC IMPACT ACQUISITION HOLDINGS [Member] | ||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||
Common stock description of voting rights | ten votes per share | |||||||||||||||||||||
Class V Common Stock | ||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||
Common stock, shares authorized | 250,000,000 | |||||||||||||||||||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | ||||||||||||||||||||
Common stock, shares issued (in shares) | 207,406,648 | 206,271,792 | ||||||||||||||||||||
Common stock, shares outstanding | 206,271,792 | |||||||||||||||||||||
Class V Common Stock | VPC IMPACT ACQUISITION HOLDINGS [Member] | ||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 | |||||||||||||||||||||
Class V Common Stock | Opco | ||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||
Conversion of stock (in shares) | 208,200,000 | |||||||||||||||||||||
Class V Common Stock | Opco | VPC IMPACT ACQUISITION HOLDINGS [Member] | ||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||
Common stock, shares issued (in shares) | 207,406,648 | |||||||||||||||||||||
Class V Common Stock | Opco | Conversion Of Opco Class A, Class B, And Class C Voting Units Into Class V Common Stock | ||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||
Conversion of stock (in shares) | 189,933,286 | |||||||||||||||||||||
Class V Common Stock | Opco | Issuance Of Class V Common Stock For Opco Class C Warrants And Incentive Units | ||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||
Conversion of stock (in shares) | 17,473,362 | |||||||||||||||||||||
Class A Voting Units | Opco | ||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||
Conversion of stock (in shares) | 400,000,000 | |||||||||||||||||||||
Class A Voting Units | Opco | Conversion Of Opco Class A, Class B, And Class C Voting Units Into Class V Common Stock | ||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||
Conversion of stock (in shares) | (400,000,000) | |||||||||||||||||||||
Class B Voting Units | ||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||
Exercise of warrants (in shares) | 9,953,454 | |||||||||||||||||||||
Class B Voting Units | Class B Warrant | ||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||
Warrants issued, number of units called by warrants (in shares) | 15,000,000 | |||||||||||||||||||||
Class B Voting Units | Opco | Conversion Of Opco Class A, Class B, And Class C Voting Units Into Class V Common Stock | ||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||
Conversion of stock (in shares) | (192,453,454) | |||||||||||||||||||||
Class B Voting Units | ICE | ||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||
Issuance of voting units | $ | 111,500 | |||||||||||||||||||||
Class B Voting Units | ICE and Certain Minority Investors | ||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||
Issuance of voting units | $ | 182,500 | |||||||||||||||||||||
Class B Voting Units | Minority Investor | ||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||
Issuance of voting units | $ | $ 71,000 | |||||||||||||||||||||
Class C Voting Units | ||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||
Issuance of voting units (in shares) | 270,000,000 | |||||||||||||||||||||
Shares issued, price per share (in dollars per share) | $ / shares | $ 1.11 | |||||||||||||||||||||
Class C Voting Units | Conversion Of Opco Class A, Class B, And Class C Voting Units Into Class V Common Stock | ||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||
Conversion of stock (in shares) | 270,270,270 | |||||||||||||||||||||
Class C Voting Units | Class C Warrant | ||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||
Warrants issued, number of units called by warrants (in shares) | 3,603,600 | |||||||||||||||||||||
Class C Voting Units | Opco | Conversion Of Opco Class A, Class B, And Class C Voting Units Into Class V Common Stock | ||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||
Conversion of stock (in shares) | (270,270,270) | |||||||||||||||||||||
Class B Warrant | Dividend yield | Black-Scholes Model | ||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||
Warrant measurement input | 0 | |||||||||||||||||||||
Paired Interest Rights | Class C Warrant | ||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||
Warrants issued, number of units called by warrants (in shares) | 793,352 | |||||||||||||||||||||
Common Class B [Member] | ||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 | |||||||||||||||||||||
Common stock, shares outstanding | 5,184,300 | 5,184,300 | ||||||||||||||||||||
Common Class B [Member] | VPC IMPACT ACQUISITION HOLDINGS [Member] | ||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||
Common stock, shares authorized | 20,000,000 | 20,000,000 | ||||||||||||||||||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||||||||||||||
Common stock, shares issued (in shares) | 5,184,300 | 5,184,300 | ||||||||||||||||||||
Common stock, shares outstanding | 5,184,300 | 5,184,300 | ||||||||||||||||||||
Common stock description of voting rights | one vote | |||||||||||||||||||||
Common Class B [Member] | Founder Shares [Member] | VPC IMPACT ACQUISITION HOLDINGS [Member] | ||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||
Common stock, shares outstanding | 5,184,300 | 5,690,000 | ||||||||||||||||||||
Percentage of common stock shares outstanding | 20.00% | |||||||||||||||||||||
Common Class B [Member] | Non-US [Member] | VPC IMPACT ACQUISITION HOLDINGS [Member] | ||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||
Common stock description of voting rights | one vote per share | |||||||||||||||||||||
Common Class B [Member] | Opco | ||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||
Conversion of stock (in shares) | 192,453,454 | |||||||||||||||||||||
Class A Common Stock Subject to Possible Redemption [Member] | VPC IMPACT ACQUISITION HOLDINGS [Member] | ||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||
Temporary equity shares issued | 20,737,202 | 20,737,202 | ||||||||||||||||||||
Temporary equity shares outstanding | 20,737,202 | 20,737,202 |
Stockholders' Equity - Key Valu
Stockholders' Equity - Key Valuation Inputs (Details) | Aug. 31, 2021 | Aug. 31, 2021d | Aug. 31, 2021 | May 31, 2020 | May 31, 2020d | May 31, 2020 | Feb. 19, 2020d |
Class B Warrant | |||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||||
Expected term (years) | 3 years | ||||||
Class B Warrant | Dividend yield | Black-Scholes Model | |||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||||
Warrant measurement input | 0 | ||||||
Class B Warrant | Risk-free interest rate | Black-Scholes Model | |||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||||
Warrant measurement input | 1.39 | ||||||
Class B Warrant | Expected volatility | Black-Scholes Model | |||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||||
Warrant measurement input | 40 | ||||||
Class C Warrant | |||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||||
Expected term (years) | 3 days 1 hour | 4 years 4 months 6 days | |||||
Class C Warrant | Dividend yield | Black-Scholes Model | |||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||||
Warrant measurement input | 0 | 0 | 0 | 0 | |||
Class C Warrant | Risk-free interest rate | Black-Scholes Model | |||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||||
Warrant measurement input | 0.41 | 0.33 | |||||
Class C Warrant | Expected volatility | Black-Scholes Model | |||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||||
Warrant measurement input | 45 | 50 |
Share-Based and Unit-Based Co_3
Share-Based and Unit-Based Compensation (Details) - USD ($) $ in Thousands | Oct. 15, 2021 | Nov. 30, 2021 | Feb. 28, 2022 | Dec. 31, 2021 | Oct. 14, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Compensation expense | $ 2,516 | $ 7,339 | $ 712 | |||||||
Deferred Compensation, Share-based Payments | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Number of participation units outstanding (in shares) | 1,197,250 | 700,000 | 10,811,502 | 700,000 | 11,800,000 | |||||
Compensation expense | $ 5,200 | |||||||||
Participation units outstanding (in shares) | 0 | 10,700,000 | 0 | |||||||
Deferred compensation term | 2 years | |||||||||
Fair value of participation units outstanding | $ 4,100 | $ 6,700 | $ 4,100 | $ 900 | ||||||
Opco | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Number of shares authorized (in shares) | 156,000,000 | |||||||||
Redemption of temporary equity, percentage | 40.00% | |||||||||
Cash paid for redeemed Opco Incentive Units | [1] | $ 1,488 | ||||||||
RSUs | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Granted (in shares) | 2,141,778 | |||||||||
Compensation expense | $ 1,000 | |||||||||
Unrecognized compensation expense | $ 18,600 | $ 18,600 | ||||||||
Period to recognize unrecognized compensation expense | 1 year 6 months 3 days | |||||||||
Shares outstanding (in shares) | 2,142,000 | 0 | 2,142,000 | |||||||
RSUs | Subsequent Event | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Granted (in shares) | 6,869,070 | |||||||||
Performance Stock Units | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Shares outstanding (in shares) | 23,219,745 | |||||||||
Performance Stock Units | Subsequent Event | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Granted (in shares) | 4,765,378 | |||||||||
Preferred Incentive Units | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Granted (in shares) | 0 | 3,350 | ||||||||
Compensation expense | $ 14,091 | $ 9,210 | ||||||||
Shares outstanding (in shares) | 76,475 | 76,475 | 82,125 | |||||||
Preferred Incentive Units | Opco | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Shares outstanding (in shares) | 76,475,000 | |||||||||
Common Incentive Units | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Granted (in shares) | 0 | 0 | 31,333 | |||||||
Compensation expense | $ 42,376 | $ 12,447 | $ 1,727 | |||||||
Shares outstanding (in shares) | 17,473,362 | 16,339 | 16,339 | 26,833 | 3,750 | |||||
2021 Omnibus Incentive Plan | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Common stock reserved for future issuance (in shares) | 25,816,946 | 25,816,946 | ||||||||
Opco Plan | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Period to recognize unrecognized compensation expense | 1 year 9 months 14 days | 6 years 9 months | ||||||||
Accelerated costs | $ 47,200 | $ 30,600 | $ 9,600 | |||||||
Deferred compensation costs not yet recognized | 1,900 | $ 1,900 | 10,400 | |||||||
Opco Plan | Preferred Incentive Units | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Unrecognized compensation expense | 9,800 | |||||||||
Opco Plan | Common Incentive Units | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Unrecognized compensation expense | $ 5,700 | $ 5,700 | $ 13,700 | |||||||
Shares outstanding (in shares) | 17,473 | |||||||||
[1] | Represents the cash paid to certain Opco Equity Holders in exchange for the redemption of 40% of the first one-third of their Opco common incentive units and preferred incentive units which vested at the effective time of the Business Combination (Note 11). |
Share-Based and Unit-Based Co_4
Share-Based and Unit-Based Compensation - RSU Activity (Details) - RSUs $ / shares in Units, $ in Thousands | 3 Months Ended |
Dec. 31, 2021USD ($)$ / sharesshares | |
Number of RSUs | |
Beginning balance (in shares) | 0 |
Granted (in shares) | 2,141,778 |
Forfeited (in shares) | 0 |
Ending balance (in shares) | 2,142,000 |
Weighted Average Remaining Contractual Term (years) | 1 year 6 months 3 days |
Weighted Average Grant Date Fair Value | |
Granted (in usd per share) | $ / shares | $ 9.18 |
Ending balance (in usd per share) | $ / shares | $ 9.18 |
Aggregate Intrinsic Value | |
Granted | $ | $ 19,669 |
Vested as of December 31, 2021 | 0 |
Share-Based and Unit-Based Co_5
Share-Based and Unit-Based Compensation - Compensation Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended |
Dec. 31, 2021 | Oct. 14, 2021 | Dec. 31, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Compensation expense | $ 2,516 | $ 7,339 | $ 712 |
Total | 44,892 | 33,877 | 11,649 |
Common Incentive Units | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Compensation expense | $ 42,376 | 12,447 | 1,727 |
Preferred Incentive Units | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Compensation expense | $ 14,091 | $ 9,210 |
Share-Based and Unit-Based Co_6
Share-Based and Unit-Based Compensation - Unit Activity (Details) - USD ($) | Oct. 15, 2021 | Jan. 01, 2020 | Dec. 31, 2021 | Oct. 14, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Common Incentive Units | ||||||
Number of RSUs | ||||||
Beginning balance (in shares) | 3,750 | 26,833 | 3,750 | |||
Granted (in shares) | 0 | 0 | 31,333 | |||
Forfeited (in shares) | (1,134) | (3,613) | (8,250) | |||
Ending balance (in shares) | 17,473,362 | 16,339 | 26,833 | 3,750 | ||
Weighted Average Remaining Contractual Term (years) | 2 years | 7 years 8 months 23 days | 1 year 9 months 14 days | 6 years 9 months | ||
Weighted Average Grant Date Fair Value | ||||||
Beginning balance (in usd per share) | $ 0.34 | $ 0.43 | $ 0.34 | |||
Granted (in usd per share) | 0.42 | |||||
Forfeited (in usd per share) | $ 6.30 | $ 0.39 | 0.33 | |||
Ending balance (in usd per share) | $ 6.30 | $ 0.43 | $ 0.34 | |||
Aggregate Intrinsic Value | ||||||
Outstanding | $ 109,998,000 | $ 133,240,000 | $ 25,760,000 | $ 1,275,000 | ||
Granted | $ 13,065,000 | |||||
Vested at period end | 11,507 | 0 | ||||
Aggregate intrinsic value of shares vested | $ 93,840,000 | |||||
Common Incentive Units | Previously Reported [Member] | ||||||
Number of RSUs | ||||||
Weighted Average Remaining Contractual Term (years) | 6 years 14 days | |||||
Weighted Average Grant Date Fair Value | ||||||
Beginning balance (in usd per share) | $ 0.53 | $ 0.53 | ||||
Ending balance (in usd per share) | $ 0.53 | |||||
Aggregate Intrinsic Value | ||||||
Aggregate intrinsic value of shares vested | $ 25,605,000 | |||||
Common Incentive Units | Opco Plan [Member] | ||||||
Number of RSUs | ||||||
Beginning balance (in shares) | 17,473 | 17,473 | ||||
Ending balance (in shares) | 17,473 | |||||
Weighted Average Grant Date Fair Value | ||||||
Beginning balance (in usd per share) | $ 6.30 | $ 6.30 | ||||
Ending balance (in usd per share) | $ 6.30 | |||||
Common Incentive Units | Opco Plan [Member] | Previously Reported [Member] | ||||||
Number of RSUs | ||||||
Beginning balance (in shares) | 23,220 | 23,220 | ||||
Ending balance (in shares) | 23,220 | |||||
Preferred Incentive Units | ||||||
Number of RSUs | ||||||
Beginning balance (in shares) | 76,475 | 82,125 | 76,475 | 76,475 | 82,125 | |
Granted (in shares) | 0 | 3,350 | ||||
Forfeited (in shares) | 0 | (9,000) | ||||
Ending balance (in shares) | 76,475 | 76,475 | 82,125 | |||
Weighted Average Remaining Contractual Term (years) | 6 years 14 days | 6 years 9 months | 7 years 8 months 23 days | |||
Weighted Average Grant Date Fair Value | ||||||
Beginning balance (in usd per share) | $ 0.42 | $ 0.42 | $ 0.42 | $ 0.42 | ||
Granted (in usd per share) | 0.63 | |||||
Forfeited (in usd per share) | $ 0.41 | |||||
Ending balance (in usd per share) | $ 0.42 | $ 0.42 | ||||
Aggregate Intrinsic Value | ||||||
Outstanding | $ 141,058 | $ 88,711,000 | $ 34,493,000 | |||
Granted | $ 2,105,000 | |||||
Vested at period end | 0 | |||||
Preferred Incentive Units | Opco Plan [Member] | ||||||
Weighted Average Grant Date Fair Value | ||||||
Beginning balance (in usd per share) | $ 0.42 | |||||
Ending balance (in usd per share) | $ 0.42 |
Share-Based and Unit-Based Co_7
Share-Based and Unit-Based Compensation - Valuation Assumptions (Details) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Dividend yield | 0.00% | 0.00% |
Minimum risk-free interest rate | 0.06% | |
Maximum risk-free interest rate | 0.36% | |
Risk-free interest rate | 1.85% | |
Minimum expected volatility | 51.00% | |
Maximum expected volatility | 53.00% | |
Expected volatility | 45.00% | |
Discount for lack of marketability | 8.20% | |
Minimum | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected term (years) | 6 months | 4 years 8 months 23 days |
Discount for lack of marketability | 21.00% | |
Maximum | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected term (years) | 2 years | 7 years 8 months 23 days |
Discount for lack of marketability | 24.00% |
Net Loss per share - Basic and
Net Loss per share - Basic and Diluted Per Share Computations (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended |
Dec. 31, 2021 | Oct. 14, 2021 | Dec. 31, 2020 | |
Numerator – basic and diluted: | |||
Net loss | $ (164,827) | $ (139,219) | $ (79,605) |
Less: Net loss attributable to noncontrolling interest | (120,832) | ||
Net loss attributable to Bakkt Holdings, Inc. | $ (43,995) | ||
Denominator – basic and diluted: | |||
Weighted average shares outstanding – basic (in dollars per share) | 54,018,064 | ||
Weighted average shares outstanding – diluted (in dollars per share) | 54,018,064 | ||
Net loss per share – basic (in dollars per share) | $ 0.81 | ||
Net loss per share – diluted (in dollars per share) | $ 0.81 |
Net Loss per share - Anti-dilut
Net Loss per share - Anti-dilutive Shares Excluded From Computation (Details) | 3 Months Ended |
Dec. 31, 2021shares | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |
Total | 216,347,957 |
RSUs | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |
Total | 2,141,778 |
Private and public warrants | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |
Total | 7,141,035 |
Opco warrants | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |
Total | 793,352 |
Opco unvested incentive units | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |
Total | 4,831,432 |
Opco common units | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |
Total | 201,440,360 |
Capital Requirements (Details)
Capital Requirements (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Oct. 14, 2021 | Dec. 31, 2020 |
Financial Services, Banking And Thrift, Capital Requirements [Line Items] | |||
Restricted cash | $ 16,500 | $ 16,500 | $ 16,500 |
Bakkt Trust | |||
Financial Services, Banking And Thrift, Capital Requirements [Line Items] | |||
Capital requirements, positive minimum net worth | 15,000 | ||
Restricted cash | 16,500 | 16,500 | |
Bakkt Clearing | |||
Financial Services, Banking And Thrift, Capital Requirements [Line Items] | |||
Capital requirements, adjusted net capital, amount | $ 1,000 | ||
Capital requirements, adjusted net capital, percent | 8.00% | ||
Adjusted net capital, actual | $ 2,000 | ||
Bakkt Marketplace | |||
Financial Services, Banking And Thrift, Capital Requirements [Line Items] | |||
Tangible member's equity | $ 11,000 | $ 2,500 |
Commitment and Contingencies (D
Commitment and Contingencies (Details) - USD ($) | Jan. 11, 2021 | Dec. 31, 2021 | Oct. 14, 2021 | Dec. 31, 2021 | Dec. 31, 2020 |
Commitments And Contingencies [Line Items] | |||||
Expenses related to 401(k) plan | $ 500,000 | $ 1,600,000 | $ 1,500,000 | ||
Month end cash balance to be maintained | $ 40,000,000 | $ 40,000,000 | |||
Term of cloud computing arrangement (in years) | 4 years | ||||
VPC IMPACT ACQUISITION HOLDINGS [Member] | |||||
Commitments And Contingencies [Line Items] | |||||
Deferred underwriting fee payable | $ 7,258,021 | $ 7,258,021 | |||
Common stock shares subscribed but not yet issued | 32,500,000 | ||||
Bakkt Pubco [Member] | VPC IMPACT ACQUISITION HOLDINGS [Member] | |||||
Commitments And Contingencies [Line Items] | |||||
Business combination, consideration received through shares | 208,200,000 | ||||
Bakkt Pubco [Member] | Common Class V [Member] | VPC IMPACT ACQUISITION HOLDINGS [Member] | |||||
Commitments And Contingencies [Line Items] | |||||
Business combination, consideration received through shares | 208,200,000 | ||||
PIPE Investors [Member] | Class A [Member] | Subscription Agreement [Member] | VPC IMPACT ACQUISITION HOLDINGS [Member] | |||||
Commitments And Contingencies [Line Items] | |||||
Common stock shares subscribed value | $ 325,000,000 | ||||
Underwriting Agreement [Member] | VPC IMPACT ACQUISITION HOLDINGS [Member] | |||||
Commitments And Contingencies [Line Items] | |||||
Deferred underwriting fee payable per share | $ 0.35 | ||||
Deferred underwriting fee payable | $ 7,258,021 |
Commitment and Contingencies -
Commitment and Contingencies - Future Minimum Commitments (Details) $ in Thousands | Dec. 31, 2021USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
Less than 1 year | $ 2,250 |
1-3 years | 8,750 |
3-5 years | 9,000 |
More than 5 years | 0 |
Total | $ 20,000 |
Income Taxes - Schedule of Inco
Income Taxes - Schedule of Income before Income Tax, Domestic and Foreign (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended |
Dec. 31, 2021 | Oct. 14, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |||
Domestic | $ (153,831) | $ (142,376) | $ (82,339) |
Foreign | 755 | 2,555 | 3,125 |
Loss before income taxes | $ (153,076) | $ (139,821) | $ (79,214) |
Income Taxes - Schedule of Comp
Income Taxes - Schedule of Components of Income Tax Expense (Benefit) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended |
Dec. 31, 2021 | Oct. 14, 2021 | Dec. 31, 2020 | |
Current: | |||
Foreign | $ 5 | $ (763) | $ 830 |
Federal | 0 | 161 | 0 |
State | 18 | 0 | (85) |
Total current income tax expense (benefit) | 23 | (602) | 745 |
Deferred: | |||
Foreign | 0 | 0 | (1) |
Federal | 10,004 | 0 | (11) |
State | 1,724 | 0 | (342) |
Total deferred income tax expense (benefit) | 11,728 | 0 | (354) |
Total income tax expense (benefit) | $ 11,751 | $ (602) | $ 391 |
Income Taxes - Schedule of Effe
Income Taxes - Schedule of Effective Income Tax Rate Reconciliation (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended |
Dec. 31, 2021 | Oct. 14, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |||
Tax provision at federal statutory rate | $ (32,146) | $ (29,363) | $ (16,635) |
Tax on income not subject to entity level federal income tax | 0 | 29,859 | 17,716 |
Tax rate differences on income in other jurisdictions | 0 | 0 | 172 |
State income taxes, net of federal tax effect | 1,741 | 0 | (423) |
Noncontrolling interest | 25,375 | 0 | 0 |
Fair value of warrant liability | 16,668 | 0 | 0 |
Changes in valuation allowance | (50) | (301) | 15 |
Stock Compensation | 0 | 0 | (851) |
Other | 163 | (797) | 397 |
Total income tax expense (benefit) | $ 11,751 | $ (602) | $ 391 |
Effective tax rate | (7.70%) | 0.40% | (0.50%) |
Income Taxes - Narrative (Detai
Income Taxes - Narrative (Details) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended |
Dec. 31, 2021 | Oct. 14, 2021 | Dec. 31, 2020 | |
Income Tax Examination [Line Items] | |||
Total loss before provision for income taxes | $ 153,076,000 | $ 139,821,000 | $ 79,214,000 |
Income (loss) attributable to parent, before tax | (32,400,000) | ||
Income (loss) attributable to noncontrolling interest, before tax | (120,700,000) | ||
Addback of non-deductible expense related to fair market value adjustments to warrant liability | 79,400,000 | ||
Provision for (benefit from) income taxes | 11,751,000 | $ (602,000) | 391,000 |
Valuation allowance | 3,115,000 | 2,901,000 | |
Unrecognized tax benefits, interest and penalties accrued | 0 | 0 | |
Opco [Member] | |||
Income Tax Examination [Line Items] | |||
Total loss before provision for income taxes | (153,100,000) | ||
Provision for (benefit from) income taxes | $ 400,000 | ||
Domestic Tax Authority | |||
Income Tax Examination [Line Items] | |||
Net operating loss carryforwards | 17,100,000 | ||
Net operating loss carryforwards subject to expiration | 400,000 | ||
Net operating loss carryforwards, not subject to expiration | 16,700,000 | ||
State and Local Jurisdiction | |||
Income Tax Examination [Line Items] | |||
Net operating loss carryforwards subject to expiration | $ 21,400,000 |
Income Taxes - Schedule of Defe
Income Taxes - Schedule of Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Deferred tax assets: | ||
Net operating loss carryforwards | $ 5,011 | $ 3,226 |
Deferred and share-based compensation | 252 | 132 |
Acquisition costs | 0 | 138 |
Deferred revenue | 0 | 55 |
Property, equipment and software | 0 | 25 |
Other | 51 | 0 |
Total deferred tax assets | 5,314 | 3,576 |
Less: valuation allowance | (3,115) | (2,901) |
Net deferred tax assets | 2,199 | 675 |
Deferred tax liabilities: | ||
Investment in partnership | 11,507 | 0 |
Intercompany asset with Opco | 2,285 | 0 |
Other | 0 | 41 |
Total deferred tax liabilities | 13,792 | 770 |
Net deferred tax liabilities | (11,593) | (95) |
Customer relationships | ||
Deferred tax liabilities: | ||
Intangible assets | 0 | 293 |
Technology | ||
Deferred tax liabilities: | ||
Intangible assets | 0 | 415 |
Other acquired intangibles | ||
Deferred tax liabilities: | ||
Intangible assets | $ 0 | $ 21 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Detail) - USD ($) | 3 Months Ended | |
Dec. 31, 2020 | Oct. 14, 2021 | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Warrants outstanding | $ 5,426,000 | |
Fair value, measurement with unobservable inputs reconciliation, liability, transfers out of level 3 | 13,275,495 | |
VPC IMPACT ACQUISITION HOLDINGS [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Assets held in trust non current | 207,376,213 | $ 207,396,459 |
Public Warrants [Member] | VPC IMPACT ACQUISITION HOLDINGS [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Warrants outstanding | 10,368,601 | 10,368,601 |
Private Placement Warrants [Member] | VPC IMPACT ACQUISITION HOLDINGS [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Warrants outstanding | 6,147,440 | 6,147,440 |
US Treasury Securities [Member] | VPC IMPACT ACQUISITION HOLDINGS [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Assets held in trust non current | $ 207,376,213 | $ 207,396,459 |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis (Details) - USD ($) | Dec. 31, 2021 | Oct. 14, 2021 | Dec. 31, 2020 |
Liabilities: | |||
Warrant Liability | $ 17,424,000 | ||
VPC IMPACT ACQUISITION HOLDINGS [Member] | |||
Liabilities: | |||
Warrant Liability | $ 31,842,785 | $ 22,513,065 | |
Fair Value, Recurring | |||
Assets: | |||
Investment in shares of affiliate stock | 1,823,000 | ||
Total Assets | 1,823,000 | ||
Liabilities: | |||
Total Liabilities | 17,424,000 | ||
Fair Value, Recurring | VPC IMPACT ACQUISITION HOLDINGS [Member] | |||
Assets: | |||
Cash and Investments held in Trust Account | 207,396,459 | 207,376,213 | |
Fair Value, Recurring | Fair Value, Inputs, Level 1 | |||
Assets: | |||
Investment in shares of affiliate stock | 1,823,000 | ||
Total Assets | 1,823,000 | ||
Liabilities: | |||
Total Liabilities | 17,424,000 | ||
Fair Value, Recurring | Fair Value, Inputs, Level 1 | VPC IMPACT ACQUISITION HOLDINGS [Member] | |||
Assets: | |||
Cash and Investments held in Trust Account | 207,396,459 | 207,376,213 | |
Fair Value, Recurring | Fair Value, Inputs, Level 2 | |||
Assets: | |||
Investment in shares of affiliate stock | 0 | ||
Total Assets | 0 | ||
Liabilities: | |||
Total Liabilities | 0 | ||
Fair Value, Recurring | Fair Value, Inputs, Level 2 | VPC IMPACT ACQUISITION HOLDINGS [Member] | |||
Assets: | |||
Cash and Investments held in Trust Account | 0 | 0 | |
Fair Value, Recurring | Fair Value, Inputs, Level 3 | |||
Assets: | |||
Investment in shares of affiliate stock | 0 | ||
Total Assets | 0 | ||
Liabilities: | |||
Total Liabilities | 0 | ||
Fair Value, Recurring | Fair Value, Inputs, Level 3 | VPC IMPACT ACQUISITION HOLDINGS [Member] | |||
Assets: | |||
Cash and Investments held in Trust Account | 0 | 0 | |
Public Warrants | Fair Value, Recurring | |||
Liabilities: | |||
Warrant Liability | 17,424,000 | ||
Public Warrants | Fair Value, Recurring | VPC IMPACT ACQUISITION HOLDINGS [Member] | |||
Liabilities: | |||
Warrant Liability | 17,211,878 | 11,509,147 | |
Public Warrants | Fair Value, Recurring | Fair Value, Inputs, Level 1 | |||
Liabilities: | |||
Warrant Liability | 17,424,000 | ||
Public Warrants | Fair Value, Recurring | Fair Value, Inputs, Level 1 | VPC IMPACT ACQUISITION HOLDINGS [Member] | |||
Liabilities: | |||
Warrant Liability | 17,211,878 | 11,509,147 | |
Public Warrants | Fair Value, Recurring | Fair Value, Inputs, Level 2 | |||
Liabilities: | |||
Warrant Liability | 0 | ||
Public Warrants | Fair Value, Recurring | Fair Value, Inputs, Level 2 | VPC IMPACT ACQUISITION HOLDINGS [Member] | |||
Liabilities: | |||
Warrant Liability | 0 | 0 | |
Public Warrants | Fair Value, Recurring | Fair Value, Inputs, Level 3 | |||
Liabilities: | |||
Warrant Liability | $ 0 | ||
Public Warrants | Fair Value, Recurring | Fair Value, Inputs, Level 3 | VPC IMPACT ACQUISITION HOLDINGS [Member] | |||
Liabilities: | |||
Warrant Liability | 0 | 0 | |
Private Placement Warrants [Member] | Fair Value, Recurring | VPC IMPACT ACQUISITION HOLDINGS [Member] | |||
Liabilities: | |||
Warrant Liability | 14,630,907 | 11,003,918 | |
Private Placement Warrants [Member] | Fair Value, Recurring | Fair Value, Inputs, Level 1 | VPC IMPACT ACQUISITION HOLDINGS [Member] | |||
Liabilities: | |||
Warrant Liability | 0 | 0 | |
Private Placement Warrants [Member] | Fair Value, Recurring | Fair Value, Inputs, Level 2 | VPC IMPACT ACQUISITION HOLDINGS [Member] | |||
Liabilities: | |||
Warrant Liability | 0 | 0 | |
Private Placement Warrants [Member] | Fair Value, Recurring | Fair Value, Inputs, Level 3 | VPC IMPACT ACQUISITION HOLDINGS [Member] | |||
Liabilities: | |||
Warrant Liability | $ 14,630,907 | $ 11,003,918 |
Fair Value Measurements - Fair
Fair Value Measurements - Fair Value Measurements Inputs (Detail) - Fair Value, Inputs, Level 3 [Member] - VPC IMPACT ACQUISITION HOLDINGS [Member] | Oct. 14, 2021yr | Dec. 31, 2020yr |
Stock Price | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Fair value measurements | 9.68 | 10.08 |
Exercise price | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Fair value measurements | 11.50 | 11.50 |
Risk-free interest rate | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Fair value measurements | 1.13 | 0.36 |
Expected volatility | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Fair value measurements | 35 | 25 |
Term (in years) | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Fair value measurements | 5 | 5 |
Dividend yield | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Fair value measurements | 0 | 0 |
Fair Value Measurements - Recon
Fair Value Measurements - Reconciliation of Warrant Liability (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | Oct. 14, 2021 | |
Private Placement Warrants [Member] | |||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |||
Beginning Balance | $ 14,631,000 | ||
Loss from fair value of warrant liability | 50,347,000 | ||
Exercise of warrants | (64,978,000) | ||
Ending Balance | 0 | $ 14,631,000 | |
Private Placement Warrants [Member] | VPC IMPACT ACQUISITION HOLDINGS [Member] | |||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |||
Beginning Balance | 14,630,907 | $ 8,160,000 | 11,003,918 |
Change in fair value | 2,643,400 | 1,725,421 | |
Transfer to Level 1 from Level 3 | 0 | ||
Ending Balance | 11,003,918 | 14,630,907 | |
Private Placement Warrants [Member] | Over-Allotment Option [Member] | VPC IMPACT ACQUISITION HOLDINGS [Member] | |||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |||
Measurement on October 1, 2020 (Overa-Allotment) | 200,518 | ||
Public Warrants [Member] | VPC IMPACT ACQUISITION HOLDINGS [Member] | |||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |||
Beginning Balance | 0 | 12,800,000 | 0 |
Change in fair value | 100,000 | 0 | |
Transfer to Level 1 from Level 3 | (13,375,495) | ||
Ending Balance | 0 | 0 | |
Public Warrants [Member] | Over-Allotment Option [Member] | VPC IMPACT ACQUISITION HOLDINGS [Member] | |||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |||
Measurement on October 1, 2020 (Overa-Allotment) | 475,495 | ||
Warrant Liabilities [Member] | VPC IMPACT ACQUISITION HOLDINGS [Member] | |||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |||
Beginning Balance | $ 14,630,907 | 20,960,000 | 11,003,918 |
Change in fair value | 2,743,400 | 1,725,421 | |
Transfer to Level 1 from Level 3 | (13,375,495) | ||
Ending Balance | 11,003,918 | $ 14,630,907 | |
Warrant Liabilities [Member] | Over-Allotment Option [Member] | VPC IMPACT ACQUISITION HOLDINGS [Member] | |||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |||
Measurement on October 1, 2020 (Overa-Allotment) | $ 676,013 |
Leases (Details)
Leases (Details) | Dec. 31, 2021 |
Lessee, Lease, Description [Line Items] | |
Option to extend | 5 years |
Weighted average remaining lease term | 120 months 21 days |
Weighted average discount rate | 5.00% |
Maximum | |
Lessee, Lease, Description [Line Items] | |
Remaining lease terms | 129 months |
Minimum | |
Lessee, Lease, Description [Line Items] | |
Remaining lease terms | 16 months |
Leases - Summary of Lease Cost
Leases - Summary of Lease Cost (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended |
Dec. 31, 2021 | Oct. 14, 2021 | Dec. 31, 2020 | |
Lease, Cost [Abstract] | |||
Amortization of right-of-use assets | $ 0 | $ 108 | $ 185 |
Interest on lease liabilities | 38 | 27 | 44 |
Operating lease cost | 370 | 856 | 984 |
Short-term lease cost | 33 | 202 | 0 |
Variable lease cost | 10 | 56 | 63 |
Total lease cost | 451 | 1,249 | 1,276 |
Cash paid for amounts included in the measurement of lease liabilities | |||
Payment of finance lease liability | 404 | 97 | 313 |
Cash flow from operating activities, Operating Leases | 106 | 871 | 1,126 |
Cash flow from operating activities, Finance Leases | 38 | 27 | 44 |
Non-cash operating lease right-of-use asset acquired | 10,347 | 0 | 2,991 |
Supplemental non-cash information on lease liabilities arising from obtaining right-of-use assets, Finance Leases | $ 0 | $ 0 | $ 786 |
Leases - Summary of Lessee Bala
Leases - Summary of Lessee Balance Sheet (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Operating leases: | ||
Right-of-use assets | $ 11,239 | $ 1,799 |
Lease liabilities, current | 615 | 953 |
Lease liabilities, noncurrent | $ 10,647 | 847 |
Operating Lease, Right-of-Use Asset, Statement of Financial Position [Extensible List] | Other Assets, Noncurrent | |
Operating Lease, Liability, Current, Statement of Financial Position [Extensible List] | Other Liabilities, Current | |
Operating Lease, Liability, Noncurrent, Statement of Financial Position [Extensible List] | Other Liabilities, Noncurrent | |
Finance leases: | ||
Right-of-use assets | $ 0 | 468 |
Lease liabilities, current | 0 | 129 |
Lease liabilities, noncurrent | $ 0 | $ 369 |
Finance Lease, Right-of-Use Asset, Statement of Financial Position [Extensible List] | Other Assets, Noncurrent | |
Finance Lease, Liability, Current, Statement of Financial Position [Extensible List] | Other Liabilities, Current | |
Finance Lease, Liability, Noncurrent, Statement of Financial Position [Extensible List] | Other Liabilities, Noncurrent |
Leases - Operating and Finance
Leases - Operating and Finance Leases Maturity (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Operating Leases | ||
2022 | $ (3,114) | |
2023 | 1,941 | |
2024 | 1,774 | |
2025 | 1,823 | |
2026 | 1,873 | |
Thereafter | 11,817 | |
Total undiscounted lease payments | 16,114 | |
Less: Imputed interest | (4,852) | |
Total lease liability | 11,262 | |
Current | 615 | $ 953 |
Noncurrent (Other noncurrent liabilities) | 10,647 | 847 |
Finance Leases | ||
2022 | 0 | |
2023 | 0 | |
2024 | 0 | |
2025 | 0 | |
2026 | 0 | |
Thereafter | 0 | |
Total undiscounted lease payments | 0 | |
Less: Imputed interest | 0 | |
Total lease liability | 0 | |
Current | 0 | 129 |
Noncurrent (Other noncurrent liabilities) | $ 0 | $ 369 |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) $ in Thousands | Jan. 31, 2022 | Dec. 31, 2021 |
Subsequent Event [Line Items] | ||
Total lease liability | $ 11,262 | |
Subsequent Event | ||
Subsequent Event [Line Items] | ||
Term of contract | 94 months | |
Total lease liability | $ 7,300 |