February 8, 2024
Via EDGAR
Securities and Exchange Commission
Division of Corporation Finance
Office of Crypto Assets
100 F Street, N.E.
Washington, D.C. 20549
Attn: Sandra Hunter Berkheimer and David Lin
| Re: | Bakkt Holdings, Inc. | |||
| Registration Statement on Form S-3 (File No. 333-271361) | ||||
| Acceleration Request | ||||
| Requested Date: | Friday, February 9, 2024 | |||
| Requested Time: | 4:30 P.M. Eastern Time | |||
Ladies and Gentlemen:
Pursuant to Rule 461 under the Securities Act of 1933, as amended, Bakkt Holdings, Inc. (the “Company”) hereby requests that the above-referenced Registration Statement (the “Registration Statement”) be declared effective at the “Requested Date” and “Requested Time” set forth above or at such later time as the Company or its counsel may orally request via telephone call to the staff (the “Staff”) of the Division of Corporation Finance of the Securities and Exchange Commission (the “Commission”). Once the Registration Statement has been declared effective, please orally confirm that event with our counsel, Wilson Sonsini Goodrich & Rosati, P.C., by calling J. Matthew Lyons at (512) 338-5411.
The Company understands that the Staff will consider this request as confirmation by the Company of its awareness of its responsibilities under the federal securities laws as they relate to the offering of the securities covered by the Registration Statement.
[Signature page follows]
* * * *
| Sincerely, |
| BAKKT HOLDINGS, INC. |
/s/ Gavin Michael |
| Gavin Michael |
| Chief Executive Officer |
| Enclosures | ||
| cc (w/o enclosures): | Marc D’Annunzio, Bakkt Holdings, Inc. | |
| Paul Simmons, Bakkt Holdings, Inc. | ||
| J. Matthew Lyons, Wilson Sonsini Goodrich & Rosati, P.C. | ||
| Austin March, Wilson Sonsini Goodrich & Rosati, P.C. | ||
