Bakkt (BKKT) 10-Q 11 May 23 2023 Q1 Quarterly report Financial data

Cover

Cover - shares	3 Months Ended
	Mar. 31, 2023	May 05, 2023
Document Information [Line Items]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Mar. 31, 2023
Document Transition Report	false
Entity File Number	001-39544
Entity Registrant Name	BAKKT HOLDINGS, INC.
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	98-1550750
Entity Address, Address Line One	10000 Avalon Boulevard
Entity Address, Address Line Two	Suite 1000
Entity Address, City or Town	Alpharetta
Entity Address, State or Province	GA
Entity Address, Postal Zip Code	30009
City Area Code	678
Local Phone Number	534-5849
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Shell Company	false
Amendment Flag	false
Document Fiscal Period Focus	Q1
Document Fiscal Year Focus	2023
Current Fiscal Year End Date	--12-31
Entity Central Index Key	0001820302
Class A Common Stock
Document Information [Line Items]
Title of 12(b) Security	Class A Common Stock, par value $0.0001 per share
Trading Symbol	BKKT
Security Exchange Name	NYSE
Entity Common Stock, Shares Outstanding (in shares)		89,395,877
Class V Common Stock
Document Information [Line Items]
Entity Common Stock, Shares Outstanding (in shares)		183,279,887
Warrants
Document Information [Line Items]
Title of 12(b) Security	Warrants to purchase Class A Common Stock
Trading Symbol	BKKT WS
Security Exchange Name	NYSE
Entity Common Stock, Shares Outstanding (in shares)		7,140,808

Consolidated Balance Sheets

Consolidated Balance Sheets - USD ($) $ in Thousands	Mar. 31, 2023	Dec. 31, 2022
Current assets:
Cash and cash equivalents	$ 50,834	$ 98,332
Restricted cash	19,305	16,500
Cash held in escrow	67,209	0
Customer funds	555	591
Available-for-sale securities	66,789	141,062
Accounts receivable, net	25,394	25,306
Prepaid insurance	18,490	22,822
Safeguarding asset for crypto	26,055	15,792
Other current assets	7,624	6,060
Total current assets	282,255	326,465
Property, equipment and software, net	20,098	19,744
Goodwill	15,853	15,852
Intangible assets, net	54,428	55,833
Deposits with clearinghouse	15,309	15,150
Other assets	25,374	22,458
Total assets	413,317	455,502
Current liabilities:
Accounts payable and accrued liabilities	49,018	66,787
Customer funds payable	555	591
Deferred revenue, current	3,823	3,972
Due to related party	509	1,168
Safeguarding obligation for crypto	26,055	15,792
Other current liabilities	4,313	3,819
Total current liabilities	84,273	92,129
Deferred revenue, noncurrent	2,719	3,112
Warrant liability	1,785	785
Deferred tax liabilities, net	0	0
Other noncurrent liabilities	26,277	23,402
Total liabilities	115,054	119,428
Commitments and contingencies (Note 14)
Additional paid-in capital	780,031	772,973
Accumulated other comprehensive loss	(355)	(290)
Accumulated deficit	(690,423)	(676,447)
Total stockholders’ equity	89,280	96,263
Noncontrolling interest	208,983	239,811
Total equity	298,263	336,074
Total liabilities and stockholders’ equity	413,317	455,502
Class A Common Stock
Current liabilities:
Common stock, value	8	8
Class V Common Stock
Current liabilities:
Common stock, value	$ 19	$ 19

Consolidated Balance Sheets (Pa

Consolidated Balance Sheets (Parentheticals) - $ / shares	Mar. 31, 2023	Dec. 31, 2022
Class A Common Stock
Common stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Common stock, authorized (in shares)	750,000,000	750,000,000
Common stock, shares issued (in shares)	82,624,773	80,926,843
Common stock, outstanding (in shares)	82,624,773	80,926,843
Class V Common Stock
Common stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Common stock, authorized (in shares)	250,000,000	250,000,000
Common stock, shares issued (in shares)	183,279,887	183,482,777
Common stock, outstanding (in shares)	183,279,887	183,482,777

Consolidated Statements of Oper

Consolidated Statements of Operations - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Revenues:
Net revenues (includes related party net revenues)	$ 12,986	$ 12,532
Operating expenses:
Compensation and benefits	34,144	35,088
Professional services	2,378	4,675
Technology and communication	5,718	4,358
Selling, general and administrative	6,709	9,435
Acquisition-related expenses	776	516
Depreciation and amortization	3,063	5,851
Related party expenses	600	367
Restructuring expenses	4,251	0
Other operating expenses	795	728
Total operating expenses	58,434	61,018
Operating loss	(45,448)	(48,486)
Interest income, net	1,624	61
(Loss) gain from change in fair value of warrant liability	(1,000)	2,428
Other expense, net	(17)	(462)
Loss before income taxes	(44,841)	(46,459)
Income tax (expense) benefit	(18)	3,138
Net loss	(44,859)	(43,321)
Less: Net loss attributable to noncontrolling interest	(30,883)	(36,193)
Net loss attributable to Bakkt Holdings, Inc.	$ (13,976)	$ (7,128)
Net loss per share attributable to Class A common stockholders:
Basic (in dollars per share)	$ (0.17)	$ (0.12)
Diluted (in dollars per share)	$ (0.17)	$ (0.14)

Consolidated Statements of Op_2

Consolidated Statements of Operations (Parentheticals) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Income Statement [Abstract]
Related party net revenues	$ 1	$ 20

Consolidated Statements of Comp

Consolidated Statements of Comprehensive Loss - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Statement of Comprehensive Income [Abstract]
Net loss	$ (44,859)	$ (43,321)
Currency translation adjustment, net of tax	22	188
Unrealized losses on available-for-sale securities, net of tax	(229)	0
Comprehensive loss	(45,066)	(43,133)
Comprehensive loss attributable to noncontrolling interest	(31,027)	(36,046)
Comprehensive loss attributable to Bakkt Holdings, Inc.	$ (14,039)	$ (7,087)

Consolidated Statements of Chan

Consolidated Statements of Changes in Stockholders’ Equity - USD ($) $ in Thousands	Total	Class A Common Stock	Total Stockholders’ Equity	Common Stock Class A Common Stock	Common Stock Class V Common Stock	Additional Paid-in Capital	Accumulated Deficit	Accumulated Other Comprehensive Income (Loss)	Noncontrolling Interest
Beginning balance (in shares) at Dec. 31, 2021				57,164,388	206,271,792
Beginning balance at Dec. 31, 2021	$ 2,294,171		$ 468,396	$ 6	$ 21	$ 566,766	$ (98,342)	$ (55)	$ 1,825,775
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Share-based compensation	13,190		13,190			13,190
Unit-based compensation	1,118								1,118
Forfeiture and cancellation of common units (in shares)					(268,522)
Forfeiture and cancellation of common units	(60)								(60)
Exercise of warrants (in shares)				100
Exercise of warrants	1		1			1
Currency translation adjustment, net of tax	188		41					41	147
Unrealized losses on available-for-sale securities, net of tax	0
Net loss	(43,321)		(7,128)				(7,128)		(36,193)
Ending balance (in shares) at Mar. 31, 2022				57,164,488	206,003,270
Ending balance at Mar. 31, 2022	2,265,287		474,500	$ 6	$ 21	579,957	(105,470)	(14)	1,790,787
Beginning balance (in shares) at Dec. 31, 2022				80,926,843	183,482,777
Beginning balance at Dec. 31, 2022	336,074		96,263	$ 8	$ 19	772,973	(676,447)	(290)	239,811
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Share-based compensation	6,713		6,713			6,713
Unit-based compensation	542								542
Shares issued upon vesting of share-based awards, net of tax withholding (in shares)				1,495,040
Exchange of Class V shares for Class A shares (in shares)		(22,678,761)		(202,890)	(202,890)
Exchange of Class V shares for Class A shares	0		345			345			(345)
Currency translation adjustment, net of tax	22		7					7	15
Unrealized losses on available-for-sale securities, net of tax	(229)		(72)					(72)	(157)
Net loss	(44,859)		(13,976)				(13,976)		(30,883)
Ending balance (in shares) at Mar. 31, 2023				82,624,773	183,279,887
Ending balance at Mar. 31, 2023	$ 298,263		$ 89,280	$ 8	$ 19	$ 780,031	$ (690,423)	$ (355)	$ 208,983

Consolidated Statements of Cash

Consolidated Statements of Cash Flows - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Cash flows from operating activities:
Net loss	$ (44,859)	$ (43,321)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	3,063	5,851
Non-cash lease expense	789	334
Share-based compensation expense	7,241	13,190
Unit-based compensation expense	680	157
Forfeiture and cancellation of common units	0	(60)
Deferred income taxes	0	(3,144)
Loss on disposal of assets	14	0
Loss (gain) from change in fair value of warrant liability	1,000	(2,428)
Other	243	280
Changes in operating assets and liabilities:
Accounts receivable	(88)	(1,316)
Prepaid insurance	4,332	4,343
Deposits with clearinghouse	(159)	0
Accounts payable and accrued liabilities	(15,991)	(1,683)
Due to related party	(659)	(250)
Deferred revenue	(542)	(943)
Operating lease liabilities	(592)	79
Customer funds payable	(36)	79
Other assets and liabilities	(1,677)	(4,324)
Net cash used in operating activities	(47,241)	(33,156)
Cash flows from investing activities:
Capitalized internal-use software development costs and other capital expenditures	(3,719)	(3,122)
Purchase of available-for-sale securities	(26,999)	0
Proceeds from the maturity of available-for-sale securities	101,048	0
Acquisition of Bumped LLC	(631)	0
Net cash provided by (used in) investing activities	69,699	(3,122)
Cash flows from financing activities:
Proceeds from the exercise of warrants	0	1
Net cash provided by financing activities	0	1
Effect of exchange rate changes	22	188
Net increase (decrease) in cash, cash equivalents, restricted cash, cash held in escrow and customer funds	22,480	(36,089)
Cash, cash equivalents, restricted cash, cash held in escrow and customer funds at the beginning of the period	115,423	408,415
Cash, cash equivalents, restricted cash, cash held in escrow and customer funds at the end of the period	137,903	372,326
Supplemental disclosure of cash flow information:
Cash paid for income taxes	0	0
Non-cash operating lease right-of-use asset acquired	3,776	5,696
Supplemental disclosure of non-cash investing and financing activity:
Capitalized internal-use software development costs and other capital expenditures included in accounts payable and accrued liabilities.	1,597	1,909
Reconciliation of cash, cash equivalents, restricted cash, cash held in escrow and customer funds to consolidated balance sheet:
Cash and cash equivalents	50,834	355,196
Restricted cash	19,305	16,500
Cash held in escrow	67,209	0
Customer funds	555	630
Total cash, cash equivalents, restricted cash, cash held in escrow and customer funds	$ 137,903	$ 372,326

Organization and Description of

Organization and Description of Business	3 Months Ended
	Mar. 31, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Organization and Description of Business	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. On October 15, 2021 (the “Closing Date”), VIH and Bakkt Opco Holdings, LLC (then known as Bakkt Holdings, LLC, “Opco”) and its operating subsidiaries consummated a business combination (the “VIH 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 VIH 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 to Bakkt Holdings, Inc. and its subsidiaries, including Opco. Immediately following the Domestication, we became organized in an umbrella partnership corporation, or “up-C,” structure in which substantially all of our assets and business are held by Opco, and our only direct assets consist of common units in Opco (“Opco Common Units”), which are non-voting interests in Opco, and the managing member interest in Opco. In connection with the VIH 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”). Description of Business We provide, or are working to provide, simplified solutions focused in the following areas: Crypto • Custody. Our institutional-grade qualified custody solution caters to more experienced market participants and also supports our consumer-facing crypto business. Crypto that we custody is held by our subsidiary, Bakkt Trust Company LLC (“Bakkt Trust”), a limited purpose trust company that is supervised by the New York State Department of Financial Services (“NYDFS”) and governed by an independent Board of Managers. • Crypto Connect . Bakkt Marketplace, LLC (“Bakkt Marketplace”) operates a platform that provides consumers, businesses and institutions with the ability to buy, sell and store crypto in a simple, intuitive digital experience accessed via application programming interfaces (“APIs”) or embedded web experience. We aim to enable businesses in various industries - such as fintechs, financial institutions and wallet providers - to provide their customers with the ability to transact in crypto directly in their trusted environments. • Crypto Rewards . We are in the process of enabling customers of all sizes to offer loyalty and rewards to their customers in the form of crypto – either by earning crypto rewards, or by redeeming existing reward currencies, such as points or miles, into crypto. • Crypto Payouts. We are in the process of enabling consumers to automatically invest a portion of payments into crypto. Crypto payouts allow for new cases (for instance, for gig economy or marketplace participants such as freelancers, content providers, and delivery workers to receive their wages in crypto). Bakkt Trust operates, in conjunction with Intercontinental Exchange, Inc. ("ICE"), regulated infrastructure for trading, clearing, and custody services for physically-delivered bitcoin futures. Bakkt Marketplace holds a New York State virtual currency license (commonly referred to as a "BitLicense"), and money transmitter licenses from all states throughout the U.S. where such licenses are required for the operation of its business, and is registered as a money services business with the Financial Crimes Enforcement Network of the United States Department of the Treasury. Bakkt Trust’s custody solution provides support to Bakkt Marketplace with respect to bitcoin and ether functionality. Loyalty • We offer a full spectrum of content that customers can make available to their customers when redeeming loyalty currencies. Our redemption solutions span a variety of rewards categories including merchandise (such as Apple products and services), gift cards and digital experiences. Our travel solution offers a retail e-commerce booking platform, as well as live-agent booking and servicing. Our platform provides a unified shopping experience that is configurable for companies and their programs. Capabilities include a mobile-first user experience, a multi-tier construct to accommodate loyalty tiers, comprehensive fraud protection capabilities and a split-tender payments platform to accept both points and credit cards as a form of payment.

Summary of Significant Accounti

Summary of Significant Accounting Policies	3 Months Ended
	Mar. 31, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Summary of Significant Accounting Policies	Summary of Significant Accounting Policies Our accounting policies are as set forth in the notes to our Annual Report on Form 10-K for the year ended December 31, 2022 (our "Form 10-K"). Basis of Presentation The accompanying unaudited interim consolidated financial statements are prepared in accordance with United States generally accepted accounting principles (“U.S. GAAP”) for interim financial information and with the instructions to the Quarterly Report on Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. In the opinion of management, the unaudited interim consolidated financial statements 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 interim results for the three months ended March 31, 2023 are not necessarily indicative of the results that may be expected for the year ending December 31, 2023, or for any other future annual or interim period. These consolidated financial statements should be read in conjunction with the Company’s audited financial statements and accompanying notes thereto included in our Form 10-K. Recently Adopted Accounting Pronouncements For the three months ended March 31, 2023, there were no significant changes to the recently adopted accounting pronouncements applicable to us from those disclosed in Note 2 to the consolidated financial statements included in our Form 10-K. On March 31, 2022, the Securities and Exchange Commission (the "SEC") issued Staff Accounting Bulletin ("SAB") Number 121 ("SAB 121"), which provides the SEC staff’s view that it would be appropriate for an entity that has an obligation to safeguard crypto held for platform users to record a liability and corresponding asset on its balance sheet at

Revenue from Contracts with Cus

Revenue from Contracts with Customers	3 Months Ended
	Mar. 31, 2023
Revenue from Contract with Customer [Abstract]
Revenue from Contracts with Customers	Revenue from Contracts with Customers Disaggregation of Revenue We disaggregate revenue by service type and by platform, respectively, as follows (in thousands): Service Type Three Months Ended Three Months Ended Transaction revenue, net (a) $ 7,473 $ 6,518 Subscription and service revenue 5,513 6,014 Total revenue $ 12,986 $ 12,532 (a) Amounts are net of rebates and incentive payments of less than $0.1 million for the three months ended March 31, 2023, and $0.3 million for the three months ended March 31, 2022. Included in these amounts are amounts earned from related parties of less than $0.1 million for both the three months ended March 31, 2023 and March 31, 2022. Platform Three Months Ended Three Months Ended Loyalty redemption platform 12,776 12,736 Crypto services (b) 210 (204) Total revenue $ 12,986 $ 12,532 (b) Amounts are net of rebates and incentive payments of less than $0.1 million for the three months ended March 31, 2023, and $0.3 million for the three months ended March 31, 2022. Included in these amounts are amounts earned from related parties of less than $0.1 million for both the three months ended March 31, 2023 and March 31, 2022. We recognized revenue from foreign jurisdictions of $0.9 million for the three months ended March 31, 2023, and $1.1 million for the three months ended March 31, 2022. We have one reportable segment to which our revenues relate. Deferred Revenue Contract liabilities consist of deferred revenue 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 three months ended March 31, 2023 and March 31, 2022 , respectively, was as follows (in thousands): Three Months Ended Three Months Ended Beginning of the period contract liability $ 7,084 $ 9,448 Revenue recognized from contract liabilities included in the beginning balance (1,119) (1,322) Increases due to cash received, net of amounts recognized in revenue during the period 577 379 End of the period contract liability $ 6,542 $ 8,505 Remaining Performance Obligations As of March 31, 2023, the aggregate amount of the transaction price allocated to the remaining performance obligations related to partially completed contracts is $24.4 million, comprised of $17.9 million of subscription fees and $6.5 million of service fees that are deferred. W e recognize our subscription fees as revenue over a weighted-average period of 32 months (ranges from 1 month – 42 months) and our service fees as revenue over approximately 17 months. As of March 31, 2022, the aggregate amount of the transaction price allocated to the remaining performance obligations related to partially completed contracts is $26.4 million, comprised of $17.9 million of subscription fees and $8.5 million of service fees that are deferred. We recognize our subscription fees as revenue over a weighted-average period of 42 months (ranges from 3 months – 54 months) and our service fees as revenue over approximately 24 months. Contract Costs For the three months ended March 31, 2023 and March 31, 2022

Business Combination and Asset

Business Combination and Asset Acquisition	3 Months Ended
	Mar. 31, 2023
Business Combination and Asset Acquisition [Abstract]
Business Combination and Asset Acquisition	Business Combination and Asset Acquisition Apex Crypto On April 1, 2023 we completed the acquisition of 100% of the ownership interests of Apex Crypto, LLC ("Apex Crypto"). We expect to leverage Apex Crypto's proprietary trading platform and existing relationships with liquidity providers to provide a wider range of assets and competitive pricing to our customers. We expect to recognize goodwill from the acquisition due to the assembled, experienced workforce and anticipated growth we expect to achieve from Apex’s sales pipeline and product capabilities .The total consideration as measured at April 1, 2023 included $55.0 million in cash, approximately $9.1 million in Class A common stock payable based on Apex Crypto’s performance in the fourth quarter of 2022, and $12.2 million of cash paid for net working capital, which was predominantly cash held in banks. In addition, we may pay up to $100.0 million of our Class A common stock as additional consideration depending on Apex Crypto’s achievement of certain financial targets through 2025 (the "contingent consideration"). However, as of the acquisition date the Company does not anticipate paying the contingent consideration and no material fair value was attributed to the contingent consideration. The Company’s evaluation of the fair value of the contingent consideration and of the assets acquired and the liabilities assumed is preliminary. Accordingly, the adjustments to record the assets acquired and the liabilities assumed at fair value reflect the best estimates of the Company based on the information currently available and are subject to change once additional analyses are completed. The following is a preliminary reconciliation of the fair value of consideration transferred in the acquisition to the fair value of the assets acquired and liabilities assumed. ($ in millions) Cash consideration paid 55.0 Cash paid working capital and cash 12.2 Class A common stock at transaction close 9.1 Estimated fair value of Class A common stock contingent consideration — Total consideration $ 76.3 Current assets 21.3 Safeguarding asset for crypto 687.9 Property, equipment and software, net 0.1 Non-current assets 0.3 Intangible assets - developed technology 5.4 Intangible assets - customer relationships 11.0 Goodwill 47.7 Current liabilities (9.5) Safeguarding obligation for crypto (687.9) Net assets acquired $ 76.3 The following unaudited pro forma financial information presents the Company's results of operations as if the acquisition of Apex Crypto had occurred on January 1, 2022. 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 acquisition of Apex Crypto 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 amortization adjustments for the fair value of intangible assets acquired, acquisition-related expenses, and share-based compensation expense for newly issued restricted stock units. Proforma net revenue for the three months ended March 31, 2023 and March 31, 2022 would be $458.4 million and $1,308.3 million, respectively. Proforma net loss for the three months ended March 31, 2023 and March 31, 2022 would be $48.2 million and $53.5 million, respectively. Bumped Acquisition On February 8, 2023, we acquired 100% of the units of Bumped Financial, LLC ("Bumped"), a broker-dealer registered with the SEC and the Financial Industry Regulatory Authority, Inc., for cash consideration of $631,000. Because of the limited scope of its historical operations we determined that substantially all of the purchase consideration in the transaction would be allocated to the in-place licenses Bumped held and as such have accounted for this as an asset acquisition.

Goodwill and Intangible Assets,

Goodwill and Intangible Assets, Net	3 Months Ended
	Mar. 31, 2023
Goodwill and Intangible Assets Disclosure [Abstract]
Goodwill and Intangible Assets, Net	Goodwill and Intangible Assets, Net Changes in goodwill consisted of the following (in thousands): Balance as of December 31, 2022 $ 15,852 Foreign currency translation 1 Balance as of March 31, 2023 $ 15,853 No goodwill impairment charges have been recognized in the periods presented. Intangible assets consisted of the following (in thousands): March 31, 2023 Weighted Average Useful Life (in years) Gross Carrying Amount Accumulated Amortization Net Carrying Amount Licenses Indefinite 611 — 611 Trademarks / trade names Indefinite 8,000 — 8,000 Technology 4.2 12,760 (3,720) 9,040 Customer relationships 8 44,970 (8,193) 36,777 Total $ 66,341 $ (11,913) $ 54,428 December 31, 2022 Weighted Average Useful Life (in years) Gross Carrying Amount Accumulated Amortization Impairment Net Carrying Amount Licenses Indefinite $ 241,320 $ — (241,320) $ — Trademarks / trade names Indefinite 39,470 — (31,470) 8,000 Technology 4.2 67,310 (19,605) (38,035) 9,670 Customer relationships 8 44,970 (6,807) — 38,163 Total $ 393,070 $ (26,412) (310,825) $ 55,833 Amortization of intangible assets for the three months ended March 31, 2023 and March 31, 2022 was $2.0 million and $5.4 million, respectively, and is included in “Depreciation and amortization” in the statements of operations. Estimated future amortization for definite-lived intangible assets as of March 31, 2023 was as follows (in thousands): March 31, 2023 Remainder of 2023 $ 6,158 2024 8,196 2025 8,173 2026 7,628 2027 5,621 Thereafter 10,041 Total $ 45,817

Consolidated Balance Sheet Comp

Consolidated Balance Sheet Components	3 Months Ended
	Mar. 31, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Consolidated Balance Sheet Components	Consolidated Balance Sheet Components Accounts Receivable, Net Accounts receivable, net consisted of the following (in thousands): March 31, 2023 December 31, 2022 Trade accounts receivable $ 19,074 $ 16,284 Unbilled receivables 4,198 6,445 Other receivables 2,332 2,787 Total accounts receivable 25,604 25,516 Less: allowance for doubtful accounts (210) (210) Total $ 25,394 $ 25,306 Other Current Assets Other current assets consisted of the following (in thousands): March 31, 2023 December 31, 2022 Prepaid expenses $ 7,624 $ 6,060 Total $ 7,624 $ 6,060 Property, Equipment and Software, Net Property, equipment and software, net consisted of the following (in thousands): March 31, 2023 December 31, 2022 Internal-use software $ 5,510 $ 4,383 Purchased software 99 99 Office furniture and equipment 2,307 2,303 Other computer and network equipment 4,867 4,732 Leasehold improvements 10,238 10,102 Property, equipment and software, gross 23,021 21,619 Less: accumulated amortization and depreciation (2,923) (1,875) Total $ 20,098 $ 19,744 For the three months ended March 31, 2023 and 2022, depreciation and amortization expense related to property, equipment and software amounted to approximately $1.0 million and $0.5 million, respectively, of which $0.3 million and $0.1 million, respectively, related to amortization expense of capitalized internal-use software placed in service. Deposits with Clearinghouse Deposits with clearinghouse consisted of the default resource contribution as described in Note 8, as well as other deposits with a different clearinghouse. Total deposits at clearinghouses amounted to $15.3 million and $15.2 million as of March 31, 2023 and December 31, 2022, respectively. Other Assets Other assets consisted of the following (in thousands): March 31, 2023 December 31, 2022 Operating lease right-of-use assets $ 22,619 $ 19,632 Other 2,755 2,826 Total $ 25,374 $ 22,458 Accounts Payable and Accrued Liabilities Accounts payable and accrued liabilities consisted of the following (in thousands): March 31, 2023 December 31, 2022 Accounts payable $ 8,882 $ 25,975 Accrued expenses 13,856 15,537 Purchasing card payable 14,104 10,686 Salaries and benefits payable 6,279 13,926 Other 5,897 663 Total $ 49,018 $ 66,787 Other Current Liabilities Other current liabilities consisted of the following (in thousands): March 31, 2023 December 31, 2022 Participation units liability, current $ 366 $ 275 Current maturities of operating lease liability 3,323 3,014 Other 624 530 Total $ 4,313 $ 3,819 Other Noncurrent Liabilities Other noncurrent liabilities consisted of the following (in thousands): March 31, 2023 December 31, 2022 Operating lease liability, noncurrent $ 26,277 $ 23,402 Total $ 26,277 $ 23,402

Tax Receivable Agreement

Tax Receivable Agreement	3 Months Ended
	Mar. 31, 2023
Income Tax Disclosure [Abstract]
Tax Receivable Agreement	Tax Receivable Agreement On October 15, 2021, we entered into a Tax Receivable Agreement (the "TRA") with certain Opco equity holders. Each Opco common unit, when coupled with one share of our Class V common stock is referred to as a “Paired Interest.” Pursuant to the TRA, among other things, holders of Opco common units may, subject to certain conditions, from and after April 16, 2022, exchange such Paired Interests for Class A common stock on a one-for-one basis, subject to the terms of the Exchange Agreement, including our right to elect to deliver cash in lieu of Class A common stock and, in certain cases, adjustments as set forth therein. Opco will have in effect an election under Section 754 of the Internal Revenue Code for each taxable year in which an exchange of Opco common units for Class A common stock (or cash) occurs. 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 TRA 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 are deemed to realize) as a result of these increases in tax basis related to entering into the TRA, including tax benefits attributable to payments under the TRA. This payment obligation is an obligation of the Company and not of Opco. For purposes of the TRA, 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

Related Parties

Related Parties	3 Months Ended
	Mar. 31, 2023
Related Party Transactions [Abstract]
Related Parties	Related Parties ICE Management and Technical Support Upon consummation of the VIH Business Combination, we entered into a Transition Services Agreement (the “TSA”) with ICE, pursuant to which ICE provides insurance, digital warehouse, data center, technical support, and other transition-related services in exchange for quarterly service fees payable by us. We recognized $0.6 million and $0.4 million of expense related to the TSA for the three months ended March 31, 2023 and March 31, 2022, respectively, which is reflected as “Related party expenses” in the consolidated statements of operations and “Due to related party in the consolidated balance sheets. Triparty Agreement The Digital Currency Trading, Clearing, and Warehouse Services Agreement ("Triparty Agreement") provides for ICE Futures U.S., Inc. ("IFUS") to list for trading one or more digital currency futures and/or options contracts, and for ICE Clear US, Inc. ("ICUS") to serve as the clearing house to provide central counterparty and ancillary services for such contracts. The Triparty Agreement does not currently have a material effect on the consolidated financial statements. We recognized revenues related to the Triparty Agreement of less than $0.1 million for both the three months ended March 31, 2023 and March 31, 2022, net of rebates and incentive payments (contra-revenue) of less than $0.1 million for both the three months ended March 31, 2023 and March 31, 2022. The Triparty Agreement also required Bakkt Trust to make, and, subject to certain limits, to replenish as needed a contribution to ICUS, to be used by ICUS in accordance with the ICUS rules. The contribution requirement was $15.2 million as of March 31, 2023 and March 31, 2022. The contribution is reflected as “Deposits with clearinghouse” in the consolidated balance sheets.

Warrants

Warrants	3 Months Ended
	Mar. 31, 2023
Other Liabilities Disclosure [Abstract]
Warrants	Warrants As of March 31, 2023 and December 31, 2022, there were 7,140,808 public 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 became exercisable on November 15, 2021. The public warrants will expire on October 15, 2026, 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 consolidated balance sheets. During the three months ended March 31, 2023, we did not receive any proceeds from the exercise of the public warrants. During the three months ended March 31, 2022, we received less than $0.1 million in proceeds from the exercise

Stockholders_ Equity

Stockholders’ Equity	3 Months Ended
	Mar. 31, 2023
Equity [Abstract]
Stockholders’ Equity	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 March 31, 2023, 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 record of Class A common stock is entitled to one vote for each share of Class A common stock held 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 March 31, 2023 and December 31, 2022, there were 82,624,773 and 80,926,843 shares of Class A common stock issued and outstanding, respectively. 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. As of March 31, 2023, no dividends have been declared. 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. 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 Amended and Restated Exchange Agreement. Holders of Paired Interests became eligible on April 16, 2022 under the Exchange Agreement to exchange their Paired Interests for Class A common stock or, at our election, cash in lieu thereof. During the three months ended March 31, 2023, holders of Paired Interests exchanged 0.2 million Paired Interests for our Class A common stock, and the Company did not elect to settle any such exchanges in cash. As of March 31, 2023 and December 31, 2022, there were 183,279,887 and 183,482,777 shares of Class V common stock issued and outstanding, respectively. Dividends Dividends will 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 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, 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”). Noncontrolling Interest The following table summarizes the ownership interest in Opco as of March 31, 2023 and December 31, 2022. March 31, 2023 December 31, 2022 Opco Ownership % Opco Ownership % Opco common units held by Bakkt Holdings, Inc. 82,624,773 31 % 80,926,843 31 % Opco common units held by noncontrolling interest holders 183,279,887 69 % 183,482,777 69 % Total Opco common units outstanding 265,904,660 100 % 264,409,620 100 % The weighted average ownership percentages for the applicable reporting periods are used to attribute net loss and other comprehensive loss to the Company and the noncontrolling interest holders. The noncontrolling interest holders' weighted average ownership percentage for the three months ended March 31, 2023 was 68.9%. Members’ Equity Prior to the VIH 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”). In connection with the VIH Business Combination, 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 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. Refer to Note 10 to the consolidated financial statements included in our Form 10-K for additional information. In connection with the VIH Business Combination, the modified warrant units automatically converted into the right to purchase 793,352 Paired Interests in Opco at an exercise price of $5.04 per Paired Interest. As of March 31, 2023, 172,055 modified warrant units have vested but have not been exercised, and the remaining 621,297 warrant units have not vested or been exercised. No expenses were recorded during the three months ended March 31, 2023 and March 31, 2022, since the service conditions were not probable of being met in those periods.

Share-Based and Unit-Based Comp

Share-Based and Unit-Based Compensation	3 Months Ended
	Mar. 31, 2023
Share-Based Payment Arrangement [Abstract]
Share-Based and Unit-Based Compensation	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 directors and consultants. There are 25,816,946 shares of Class A common stock reserved for issuance under the 2021 Incentive Plan which can be granted as stock options, stock appreciation rights, restricted shares, restricted stock units ("RSUs"), performance stock units ("PSUs"), dividend equivalent rights and other share-based awards. No award may vest earlier than the first anniversary of the date of grant, except under limited conditions. Share-Based Compensation Expense During the three months ended March 31, 2023, we granted 4,511,371 RSUs to employees and directors. During the three months ended March 31, 2023, we did not grant any PSUs. During the three months ended March 31, 2022, we granted 6,969,070 RSUs and 4,865,378 PSUs, which represents 100% of the target award, to employees and directors. We recorded $5.9 million and $10.9 million of share-based compensation expense related to RSUs for the three months ended March 31, 2023 and March 31, 2022, respectively. We recorded $1.4 million and $1.7 million of share-based compensation expense related to PSUs for the three months ended March 31, 2023 and March 31, 2022, respectively. Share-based compensation expense for both RSUs and PSUs is included in “Compensation and benefits” in the consolidated statements of operations. Unrecognized compensation expense as of March 31, 2023 and December 31, 2022 was $27.9 million and $29.9 million, respectively, for the RSUs and PSUs. The unrecognized compensation expense as of March 31, 2023 and December 31, 2022 will be recognized over a weighted-average period of 2.02 years and 2.05 years, respectively. RSU and PSU Activity The following tables summarize RSU and PSU activity under the 2021 Incentive Plan for the three months ended March 31, 2023 (in thousands, except per unit data): RSUs and PSUs Number of RSUs and PSUs Weighted Average Remaining Contractual Term (years) Weighted Average Grant Date Fair Value Aggregate Intrinsic Value Outstanding as of December 31, 2022 13,782 2.05 $ 4.05 Granted 4,511 $ 1.48 $ 6,677 Forfeited (763) Vested (2,451) Outstanding as of March 31, 2023 15,079 2.02 $ 3.28 During the three months ended March 31, 2023, we recorded $2.1 million of share-based compensation expense related to the accelerated vesting for certain employees that were terminated, which is included in “Restructuring expenses” in the consolidated statements of operations. We also recorded reversal of share-based compensation expense of $0.3 million during the three months ended March 31, 2023 for forfeitures of RSUs, primarily related to the Company's restructuring efforts. The fair value of the RSUs and PSUs used in determining share-based compensation expense is based on the closing price of our common stock on the grant date. PSUs provide an opportunity for the recipient to receive a number of shares of our common stock based on our performance during fiscal years 2022, 2023 and 2024, as measured against objective performance goals as determined by the Board. The actual number of units earned may range from 0% to 150% of the target number of units depending upon achievement of the performance goals. PSUs vest in three equal annual installments, subject to a catch-up provision over the three annual performance targets. Upon vesting, each performance stock unit equals one share of common stock of the Company. We accrue compensation expense for the PSUs based on our assessment of the probable outcome of the performance conditions. Opco Plan 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. Refer to Note 11 to our consolidated financial statements included in our Form 10-K where the modifications to the Opco Plan are described in detail. Upon consummation of the VIH Business Combination, the 76,475,000 outstanding preferred incentive units and 23,219,745 outstanding common incentive units were converted into 17,473,362 common incentive units, and the 10,811,502 outstanding participation units were converted into 1,197,250 participation units. Contemporaneously with the conversion, approximately one-third of the awards in the Opco Plan vested. The second tranche vested on the one-year anniversary of the Closing Date and the third tranche will vest on the two-year anniversary of the Closing Date, although under the terms of the Opco Plan, employees who are terminated without cause after the Closing Date will vest in the unvested portion of their awards immediately upon their termination date. Unit-Based Compensation Expense Unit-based compensation expense for the three months ended March 31, 2023 and March 31, 2022, was as follows (in thousands): Type of unit Three Months Ended Three Months Ended Common incentive unit $ 542 $ 1,058 Participation unit 138 (961) Total $ 680 $ 97 Unrecognized compensation expense as of March 31, 2023 was $0.8 million for common incentive units. The unrecognized compensation expense will be recognized over a weighted-average period of 0.54 years. There was no unrecognized compensation expense for participation units as of March 31, 2023. Unrecognized compensation expense as of December 31, 2022 was $1.4 million for common incentive units. The unrecognized compensation expense will be recognized over a weighted-average period of 0.79 years. There was no unrecognized compensation expense for participation units as of December 31, 2022. Unit Activity The following table summarizes common incentive unit activity under the Opco Plan for the three months ended March 31, 2023 (in thousands, except per unit data): Common Incentive Units Number of Common Incentive Units Weighted Average Remaining Contractual Term (years) Weighted Average Grant Date Fair Value Aggregate Intrinsic Value Outstanding as of December 31, 2022 8,294 0.79 $ 6.30 $ 67,635 Granted — Forfeited — Exchanged (203) Outstanding as of March 31, 2023 8,091 0.54 $ 6.30 $ 65,980 The following table summarizes common incentive unit activity under the Opco Plan for the three months ended March 31, 2022 (in thousands, except per unit data): Common Incentive Units Number of Common Incentive Units Weighted Average Remaining Contractual Term (years) Weighted Average Grant Date Fair Value Aggregate Intrinsic Value Outstanding as of December 31, 2021 16,339 1.79 $ 6.30 $ 133,240 Granted — Forfeited (269) Exchanged — Outstanding as of March 31, 2022 16,070 1.54 $ 6.30 $ 131,050 There were no participation units granted during the three months ended March 31, 2023 or March 31, 2022. As of March 31, 2023 and December 31, 2022, the total number of participation units outstanding was 0.2 million and 0.2 million, respectively. The fair value of the participation units as of March 31, 2023 and December 31, 2022 was 0.4 million and 0.3 million, respectively. We made cash payments of less than $0.1 million to settle vested participation units during the three months ended March 31, 2023. We did not make any cash payments to settle vested participation units during the three months ended March 31, 2022. Participation units are settled in cash and the balance is recorded within other current liabilities and other noncurrent liabilities as described in Note 6. 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 conditions 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 distributions. • 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.

Net Loss per share

Net Loss per share	3 Months Ended
	Mar. 31, 2023
Earnings Per Share [Abstract]
Net Loss per share	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. 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. 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 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): Three Months Ended Three Months Ended Net Loss per share: Numerator – basic and diluted: Net loss $ (44,859) $ (43,321) Less: Net loss attributable to noncontrolling interest (30,883) (36,193) Net loss attributable to Bakkt Holdings, Inc. – basic (13,976) (7,128) Net loss and tax effect attributable to noncontrolling interests — (28,787) Net loss attributable to Bakkt Holdings, Inc. – diluted $ (13,976) $ (35,915) Denominator – basic and diluted: Weighted average shares outstanding – basic 81,879,315 57,164,421 Weighted average shares outstanding – diluted 81,879,315 258,617,587 Net loss per share – basic $ (0.17) $ (0.12) Net loss per share – diluted $ (0.17) $ (0.14) Potential common shares issuable to employees 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 (in thousands): As of March 31, 2023 RSUs and PSUs 15,079 Public warrants 7,141 Opco warrants 793 Opco unvested incentive units 2,130 Opco common units 181,150 Total 206,293

Capital Requirements

Capital Requirements	3 Months Ended
	Mar. 31, 2023
Financial Services, Banking and Thrift [Abstract]
Capital Requirements	Capital Requirements Bakkt Trust is subject to certain regulatory capital requirements imposed by the NYDFS. These capital requirements require Bakkt Trust to maintain positive net worth at the greater of $15.0 million or the sum of the required percentage established for transmitted assets, cold wallet, and hot wallet custody assets. As of March 31, 2023 and December 31, 2022 , Bakkt Trust had determined that $16.5 million should be set aside to satisfy these requirements, which is reflected as “Restricted cash” in the consolidated balance sheets. Bakkt Clearing, LLC ("Bakkt Clearing") was registered as a futures commission merchant (“FCM”) with the Commodity Futures Trading Commission (“CFTC”) and was a member of the National Futures Association (“NFA”). Bakkt Clearing was subject to CFTC Regulation 1.17 and the NFA capital requirements. Under these requirements, it was generally required to maintain “adjusted net capital” equivalent to the greater of $1.0 million or the sum of 8 percent of customer and noncustomer risk maintenance margin requirements on all positions, as defined. On May 20, 2022, we withdrew Bakkt Clearing's registration with the CFTC and membership in the NFA, which was effective on June 20, 2022. Accordingly, as of March 31, 2023, Bakkt Clearing was no longer required to maintain capital under the rules described above. Bakkt Marketplace is required to maintain tangible net worth of a minimum amount. Several states have adopted the Model Money Transmission Modernization Act, which defined tangible net worth as the aggregate assets of a licensee excluding all intangible assets, less liabilities. In addition to the tangible net worth requirement, Bakkt Marketplace is also required to maintain tangible member's equity of a minimum amount, plus the amount of customer funds held in transit since it holds a number of money transmitter licenses and has a virtual currency license (or “BitLicense”) from the NYDFS, which subjects it to NYDFS’ oversight with respect to such business activities conducted in New York State and with New York residents. Tangible member's equity is member's equity minus intangible assets, and is equivalent to tangible net worth. Bakkt Marketplace is also required to maintain positive net worth equal to its wind-down costs, or expected costs associated with the orderly wind-down of the business. As of March 31, 2023 and December 31, 2022, wind-down costs amounted to $6.1 million and $7.1 million, respectively. As of March 31, 2023 and December 31, 2022, tangible net worth was $65.5 million and $27.7 million, respectively, which was in excess of wind-down costs, tangible net worth, and tangible member's equity requirements. 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	3 Months Ended
	Mar. 31, 2023
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	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 three months ended March 31, 2023 and March 31, 2022, we recorded approximately $1.0 million and $0.7 million, respectively, of expenses related to the 401(k) plan, which is included in "Compensation and benefits" in the consolidated statement of operations. Tax Receivable Agreement The Company is party to a TRA with certain Opco equity holders. As of March 31, 2023, the Company has not recorded a liability under the TRA related to the income tax benefits originating from the exchanges of Opco common units as it is not probable that the Company will realize such tax benefits. The amounts payable under the TRA will vary depending upon a number of factors, including the amount, character, and timing of the taxable income of the Company in the future. Should the Company determine that the payment of the TRA liability becomes probable at a future date based on new information, any changes will be recorded on the Company's condensed consolidated statement of operations and comprehensive loss at that time. Litigation As described above, in October 2021, we completed the VIH Business Combination with VIH, pursuant to which VIH changed its name to Bakkt Holdings, Inc. and the current directors and officers of the Company replaced the directors and officers in place prior to the VIH Business Combination. On April 21, 2022, a putative class action was filed against Bakkt Holdings, Inc. and certain of its directors and officers prior to the VIH Business Combination in the U.S. District Court for the Eastern District of New York on behalf of certain purchasers of securities of VIH and/or purchasers of Bakkt Class A common stock issued in connection with the VIH Business Combination. On August 3, 2022, the Court appointed lead plaintiffs and lead counsel and on October 18, 2022, lead plaintiffs filed an amended complaint (the "Amended Complaint"). The Amended Complaint alleges that VIH made false or misleading statements and omissions of material fact in the registration statement and prospectus/proxy statement filing in connection with the VIH Business Combination and in other SEC filings made by VIH, in violation of federal securities laws in connection with disclosures relating to certain of VIH’s financial statements, accounting, and internal controls and that, as a result, VIH securities traded at artificially inflated prices. Plaintiffs sought certification of a class of purchasers of (1) VIH/Bakkt’s publicly traded securities between March 31, 2021 and November 19, 2021, and/or (2) Bakkt’s publicly traded securities pursuant and/or traceable to the registration statement. The Amended Complaint sought damages, as well as fees and costs. The Amended Complaint named as defendants only one current director, and no current officers, of Bakkt. On March 14, 2023, the parties reached a settlement in principle. On April 12, 2023, the parties completed a stipulation of settlement resolving the litigation for $3.0 million, subject to Court approval. A motion for preliminary approval was filed with the Court on April 17, 2023. We expect the settlement will be covered by our insurance less our contractual retention. On February 20, 2023, a derivative action related to the foregoing class action was filed against Bakkt Holdings, Inc. and all of its directors in the U.S. District Court for the Eastern District of New York. Prior to its acquisition by the Company, Apex Crypto received requests from the SEC for documents and information about certain aspects of its business, including the operation of its trading platform, processes for listing assets, the classification of certain listed assets, and relationships with customers and service providers, among other topics. Based on the ongoing nature of this matter, the outcome remains uncertain and the Company cannot estimate the potential impact, if any, on its business or financial statements at this time. Other 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, had a purchasing card facility with a bank that we utilized for redemption purchases made from vendors as part of our loyalty redemption platform. Expenditures made using the purchasing card facility were payable monthly, were not subject to formula-based restrictions and did not bear interest if amounts outstanding were paid when due and in full. Among other covenants, the purchasing card facility required us to maintain a month-end cash balance of $40.0 million. In January 2021, the purchasing card facility was extended to April 15, 2022 in order to facilitate a long-term agreement on more favorable terms to us. Bakkt Holdings, Inc. served as the guarantor on behalf of our subsidiary under the commercial purchasing card facility. In April 2022, we further extended the maturity date of the purchasing card facility to August 12, 2022, to transition over to the purchasing card facility with Bank of America described below. The maturity date of the purchasing card facility was further extended as of August 12, 2022 to January 13, 2023. During September 2022, we paid off the majority of the remaining balance of the purchasing card facility. The purchasing card facility was closed during October 2022. On April 7, 2022, we entered into a corporate card services agreement with Bank of America to provide a new purchasing card facility. Total borrowing capacity under the facility is $35.0 million and there is no defined maturity date. 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. The purchasing card facility requires us to maintain a concentration account with the lender subject to a minimum liquidity maintenance requirement of $7.0 million as collateral along with the accounts receivable of our subsidiary, within the loyalty business. Bakkt Holdings, Inc. serves as the guarantor on behalf of our subsidiary under the commercial purchasing card facility. We began using the purchasing card facility in August 2022. 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. During the three months ended March 31, 2023, we entered into a five-year strategic marketing agreement which required a committed spend. As of March 31, 2023, our outstanding purchase obligations consisted of the following future minimum commitments (in thousands): Payments Due by Period Less than 1 year 1-3 years 3-5 years More than 5 years Total Purchase obligations $ 4,050 $ 19,100 $ 900 $ — $ 24,050

Income Taxes

Income Taxes	3 Months Ended
	Mar. 31, 2023
Income Tax Disclosure [Abstract]
Income Taxes	Income TaxesAs a result of the VIH 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 VIH 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 VIH 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. Our effective tax rate of less than (0.1)% for the three months ending March 31, 2023 differs from statutory rates primarily due to the noncontrolling interest that is not taxed to the Company and the absence of taxable income available to realize the Company’s net operating losses and other deferred tax assets. Our effective tax rate of 6.8% for the three months ending March 31, 2022 differs from statutory rates primarily due to the loss allocated to noncontrolling interest that is not taxed to the Company and the non-deductible fair value gains and losses related to the changes in our warrant liability. 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. As of March 31, 2023 and December 31, 2022 , the Company believed it was not more likely that not that the net deferred tax assets would be realizable and thus has maintained a full valuation allowance. The effects of uncertain tax positions are recognized in the consolidated financial statements if these positions meet a “more-likely-than-not” threshold. For those uncertain tax positions that are recognized in the consolidated financial statements, liabilities are established to reflect the portion of those positions it cannot conclude “more-likely-than-not” to be realized upon ultimate settlement. The Company had no unrecognized tax benefits or related interest and penalties accrued as of March 31, 2023 or December 31, 2022 .

Fair Value Measurements

Fair Value Measurements	3 Months Ended
	Mar. 31, 2023
Fair Value Disclosures [Abstract]
Fair Value Measurements	Fair Value Measurements Financial assets and liabilities that are measured at fair value on a recurring basis are classified as Level 1 and Level 2 as follows (in thousands): As of March 31, 2023 Total Level 1 Level 2 Level 3 Assets: U.S. Treasury debt securities $ 66,789 $ 66,789 $ — $ — Safeguarding asset for crypto 26,055 — 26,055 — Total Assets $ 92,844 $ 66,789 $ 26,055 $ — Liabilities: Safeguarding obligation for crypto $ 26,055 $ — $ 26,055 $ — Warrant liability—public warrants 1,785 1,785 — — Total Liabilities $ 27,840 $ 1,785 $ 26,055 $ — As of December 31, 2022 Total Level 1 Level 2 Level 3 Assets: U.S. Treasury debt securities $ 141,062 $ 141,062 $ — $ — Safeguarding asset for crypto 15,792 — 15,792 — Total Assets $ 156,854 $ 141,062 $ 15,792 $ — Liabilities: Safeguarding obligation for crypto $ 15,792 $ — $ 15,792 $ — Warrant liability—public warrants 785 785 — — Total Liabilities $ 16,577 $ 785 $ 15,792 $ — 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 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. Our investments in debt securities consist of U.S. Treasury debt securities held in the custody of a major financial institution. As of March 31, 2023, the Company’s investment in available-for-sale debt securities was determined to be a Level 1 investment based on quoted prices in active markets and was recorded in the consolidated balance sheet at fair value. The fair value of the safeguarding obligation for crypto and the corresponding safeguarding asset for crypto was determined using the mid-point of a bid-ask spread in the market we determine to be the principal market for the related crypto as of March 31, 2023, which we determined was a Level 2 input.

Leases

Leases	3 Months Ended
	Mar. 31, 2023
Leases [Abstract]
Leases	Leases The Company leases real estate for office space under operating leases and office equipment under finance leases. On March 15, 2023, we signed an amendment to our Scottsdale, Arizona lease that extended the lease term. The amended lease has a term of 90 months and total fixed lease payments over the term of the amended lease are $5.7 million. During the year ended December 31, 2022 , we entered into a new real estate lease for office space in New York, New York, that commenced on January 31, 2022. The lease has a term of 94 months and the total fixed lease payments over the term of the lease are $7.3 million. On April 25, 2022, we signed a lease agreement for call center office space in Alpharetta, Georgia. On May 12, 2022, we executed our option to lease additional space for the Alpharetta call center. The call center lease commenced on June 3, 2022. The lease has a term of 47 months and total fixed lease payments over the term of the lease are $5.9 million. 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. As of March 31, 2023, we do not have any active finance leases. Our real estate leases have remaining lease terms as of March 31, 2023 ranging from 37 months to 114 months, with three 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 of our equipment leases provide us with the option to purchase the asset at the fair market value. 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 components, and hence are not included in the measurement of lease liability. There are no restrictions or covenants imposed by any of the leases, and none of our leases contain material residual value guarantees. 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 components for all our classes of underlying assets. Accordingly, each lease component and the non-lease components related to the lease component are accounted for as a single lease component. The weighted average remaining lease term for our operating leases was approximately 91 months, and the weighted average discount rate for our operating leases was 5.3%. We were party to short-term leases during three months ended March 31, 2023 and March 31, 2022 , which resulted in less than $0.1 million of rent expense, respectively.
Leases	Leases The Company leases real estate for office space under operating leases and office equipment under finance leases. On March 15, 2023, we signed an amendment to our Scottsdale, Arizona lease that extended the lease term. The amended lease has a term of 90 months and total fixed lease payments over the term of the amended lease are $5.7 million. During the year ended December 31, 2022 , we entered into a new real estate lease for office space in New York, New York, that commenced on January 31, 2022. The lease has a term of 94 months and the total fixed lease payments over the term of the lease are $7.3 million. On April 25, 2022, we signed a lease agreement for call center office space in Alpharetta, Georgia. On May 12, 2022, we executed our option to lease additional space for the Alpharetta call center. The call center lease commenced on June 3, 2022. The lease has a term of 47 months and total fixed lease payments over the term of the lease are $5.9 million. 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. As of March 31, 2023, we do not have any active finance leases. Our real estate leases have remaining lease terms as of March 31, 2023 ranging from 37 months to 114 months, with three 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 of our equipment leases provide us with the option to purchase the asset at the fair market value. 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 components, and hence are not included in the measurement of lease liability. There are no restrictions or covenants imposed by any of the leases, and none of our leases contain material residual value guarantees. 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 components for all our classes of underlying assets. Accordingly, each lease component and the non-lease components related to the lease component are accounted for as a single lease component. The weighted average remaining lease term for our operating leases was approximately 91 months, and the weighted average discount rate for our operating leases was 5.3%. We were party to short-term leases during three months ended March 31, 2023 and March 31, 2022 , which resulted in less than $0.1 million of rent expense, respectively.

Safeguarding Obligations For Cr

Safeguarding Obligations For Crypto	3 Months Ended
	Mar. 31, 2023
Platform Operator, Crypto-Asset [Abstract]
Safeguarding Obligations For Crypto	Safeguarding Obligation For Crypto We provide bitcoin and ether custody services for our consumer platform users and for standalone custody customers. We do not own crypto held in a custodial capacity on behalf of our customers. We hold the cryptographic key information on behalf of our custodial customers. We also maintain the internal recordkeeping of those assets and are obligated to safeguard the assets and protect them from loss or theft. As of March 31, 2023, we have a safeguarding obligation for crypto of $26.1 million. The safeguarding liability, and corresponding safeguarding asset for crypto on the balance sheet, are measured at the fair value of the crypto held for our customers. We are not aware of any actual or possible safeguarding loss events as of March 31, 2023. Therefore, the safeguarding obligation for crypto and the related safeguarding asset for crypto are recorded at the same amount. We are responsible for holding the following crypto on behalf of our customers as of March 31, 2023 and December 31, 2022 (in thousands): March 31, 2023 December 31, 2022 Bitcoin $ 25,941 $ 15,717 Ether 114 75 Safeguarding obligation for crypto $ 26,055 $ 15,792 Safeguarding asset for crypto $ 26,055 $ 15,792

Investment in Debt Securities

Investment in Debt Securities	3 Months Ended
	Mar. 31, 2023
Investments, Debt and Equity Securities [Abstract]
Investment in Debt Securities	Investment in Debt Securities We have investments in certain debt securities, which we record at fair value and present as "Available-for-sale securities" in the consolidated balance sheets. Unrealized gains and temporary losses, net of related taxes, are included in accumulated other comprehensive income (loss) ("AOCI"). Upon realization, those amounts are reclassified from AOCI to earnings. The amortization of premiums and discounts on the investments are included in our results of operations. Realized gains and losses are calculated based on the specific identification method. We classify our investments as current or noncurrent based on the nature of the investments and their availability for use in current operations. The cost basis and fair value of available-for-sale debt securities with unrealized gains and losses included in “Accumulated other comprehensive loss” in the consolidated balance sheets were as follows (in thousands): March 31, 2023 December 31, 2022 Available-for-sale securities Cost Unrealized Fair Cost Unrealized Fair Government debt U.S. treasury bonds 66,954 (165) 66,789 141,003 59 141,062 Total available-for-sale securities $ 66,954 $ (165) $ 66,789 $ 141,003 $ 59 $ 141,062 March 31, 2023 December 31, 2022 Available-for-sale securities in an unrealized loss position Fair Value Unrealized Fair Value Unrealized Government debt U.S. treasury bonds: Less than 12 months (1) $ 39,744 $ (211) $ 39,574 $ (381) 12 months or more (1) — — — — Total available-for-sale securities $ 39,744 $ (211) $ 39,574 $ (381) (1) Indicates the length of time that individual securities have been in a continuous unrealized loss position. The unrealized losses on our investments in government debt securities relate to changes in interest rates since the time of purchase. We do not intend to sell the investments, and it is not likely that we will be required to sell the investments before recovery of their respective amortized cost basis. In addition, there were no credit losses on these investments as of March 31, 2023. The cost basis and fair value of available-for-sale debt securities at March 31, 2023, by contractual maturity, are shown below (in thousands). Expected maturities may differ from contractual maturities because borrowers may have the right to prepay and creditors may have the right to call obligations. March 31, 2023 Cost Basis Fair Value Due in one year or less $ 66,954 $ 66,789 Due after one year through five years — — Total debt securities - available-for-sale $ 66,954 $ 66,789

Subsequent Events

Subsequent Events	3 Months Ended
	Mar. 31, 2023
Subsequent Events [Abstract]
Subsequent Events	Subsequent EventsWe have evaluated subsequent events and determined that no other events or transactions, other than those disclosed above, met the definition of a subsequent event for purposes of recognition or disclosure in the accompanying consolidated financial statements.

Summary of Significant Accoun_2

Summary of Significant Accounting Policies (Policies)	3 Months Ended
	Mar. 31, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Basis of Presentation	Basis of Presentation The accompanying unaudited interim consolidated financial statements are prepared in accordance with United States generally accepted accounting principles (“U.S. GAAP”) for interim financial information and with the instructions to the Quarterly Report on Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. In the opinion of management, the unaudited interim consolidated financial statements 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 interim results for the three months ended March 31, 2023 are not necessarily indicative of the results that may be expected for the year ending December 31, 2023, or for any other future annual or interim period. These consolidated financial statements should be read in conjunction with the Company’s audited financial statements and accompanying notes thereto included in our Form 10-K.
Recently Adopted Accounting Pronouncements	Recently Adopted Accounting Pronouncements For the three months ended March 31, 2023, there were no significant changes to the recently adopted accounting pronouncements applicable to us from those disclosed in Note 2 to the consolidated financial statements included in our Form 10-K. On March 31, 2022, the Securities and Exchange Commission (the "SEC") issued Staff Accounting Bulletin ("SAB") Number 121 ("SAB 121"), which provides the SEC staff’s view that it would be appropriate for an entity that has an obligation to safeguard crypto held for platform users to record a liability and corresponding asset on its balance sheet at

Revenue from Contracts with C_2

Revenue from Contracts with Customers (Tables)	3 Months Ended
	Mar. 31, 2023
Revenue from Contract with Customer [Abstract]
Disaggregation of Revenue	We disaggregate revenue by service type and by platform, respectively, as follows (in thousands): Service Type Three Months Ended Three Months Ended Transaction revenue, net (a) $ 7,473 $ 6,518 Subscription and service revenue 5,513 6,014 Total revenue $ 12,986 $ 12,532 (a) Amounts are net of rebates and incentive payments of less than $0.1 million for the three months ended March 31, 2023, and $0.3 million for the three months ended March 31, 2022. Included in these amounts are amounts earned from related parties of less than $0.1 million for both the three months ended March 31, 2023 and March 31, 2022. Platform Three Months Ended Three Months Ended Loyalty redemption platform 12,776 12,736 Crypto services (b) 210 (204) Total revenue $ 12,986 $ 12,532 (b) Amounts are net of rebates and incentive payments of less than $0.1 million for the three months ended March 31, 2023, and $0.3 million for the three months ended March 31, 2022. Included in these amounts are amounts earned from related parties of less than $0.1 million for both the three months ended March 31, 2023 and March 31, 2022.
Contract Liabilities	The activity in deferred revenue for the three months ended March 31, 2023 and March 31, 2022 , respectively, was as follows (in thousands): Three Months Ended Three Months Ended Beginning of the period contract liability $ 7,084 $ 9,448 Revenue recognized from contract liabilities included in the beginning balance (1,119) (1,322) Increases due to cash received, net of amounts recognized in revenue during the period 577 379 End of the period contract liability $ 6,542 $ 8,505

Business Combination and Asse_2

Business Combination and Asset Acquisition (Tables)	3 Months Ended
	Mar. 31, 2023
Business Combination and Asset Acquisition [Abstract]
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed	The following is a preliminary reconciliation of the fair value of consideration transferred in the acquisition to the fair value of the assets acquired and liabilities assumed. ($ in millions) Cash consideration paid 55.0 Cash paid working capital and cash 12.2 Class A common stock at transaction close 9.1 Estimated fair value of Class A common stock contingent consideration — Total consideration $ 76.3 Current assets 21.3 Safeguarding asset for crypto 687.9 Property, equipment and software, net 0.1 Non-current assets 0.3 Intangible assets - developed technology 5.4 Intangible assets - customer relationships 11.0 Goodwill 47.7 Current liabilities (9.5) Safeguarding obligation for crypto (687.9) Net assets acquired $ 76.3

Goodwill and Intangible Asset_2

Goodwill and Intangible Assets, Net (Tables)	3 Months Ended
	Mar. 31, 2023
Goodwill and Intangible Assets Disclosure [Abstract]
Schedule of Goodwill	Changes in goodwill consisted of the following (in thousands): Balance as of December 31, 2022 $ 15,852 Foreign currency translation 1 Balance as of March 31, 2023 $ 15,853
Schedule of Finite-Lived Intangible Assets	Intangible assets consisted of the following (in thousands): March 31, 2023 Weighted Average Useful Life (in years) Gross Carrying Amount Accumulated Amortization Net Carrying Amount Licenses Indefinite 611 — 611 Trademarks / trade names Indefinite 8,000 — 8,000 Technology 4.2 12,760 (3,720) 9,040 Customer relationships 8 44,970 (8,193) 36,777 Total $ 66,341 $ (11,913) $ 54,428 December 31, 2022 Weighted Average Useful Life (in years) Gross Carrying Amount Accumulated Amortization Impairment Net Carrying Amount Licenses Indefinite $ 241,320 $ — (241,320) $ — Trademarks / trade names Indefinite 39,470 — (31,470) 8,000 Technology 4.2 67,310 (19,605) (38,035) 9,670 Customer relationships 8 44,970 (6,807) — 38,163 Total $ 393,070 $ (26,412) (310,825) $ 55,833
Schedule of Indefinite-Lived Intangible Assets	Intangible assets consisted of the following (in thousands): March 31, 2023 Weighted Average Useful Life (in years) Gross Carrying Amount Accumulated Amortization Net Carrying Amount Licenses Indefinite 611 — 611 Trademarks / trade names Indefinite 8,000 — 8,000 Technology 4.2 12,760 (3,720) 9,040 Customer relationships 8 44,970 (8,193) 36,777 Total $ 66,341 $ (11,913) $ 54,428 December 31, 2022 Weighted Average Useful Life (in years) Gross Carrying Amount Accumulated Amortization Impairment Net Carrying Amount Licenses Indefinite $ 241,320 $ — (241,320) $ — Trademarks / trade names Indefinite 39,470 — (31,470) 8,000 Technology 4.2 67,310 (19,605) (38,035) 9,670 Customer relationships 8 44,970 (6,807) — 38,163 Total $ 393,070 $ (26,412) (310,825) $ 55,833
Schedule of Future Amortization For Definite-Lived Intangible Assets	Estimated future amortization for definite-lived intangible assets as of March 31, 2023 was as follows (in thousands): March 31, 2023 Remainder of 2023 $ 6,158 2024 8,196 2025 8,173 2026 7,628 2027 5,621 Thereafter 10,041 Total $ 45,817

Consolidated Balance Sheet Co_2

Consolidated Balance Sheet Components (Tables)	3 Months Ended
	Mar. 31, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Schedule of Accounts Receivable	Accounts receivable, net consisted of the following (in thousands): March 31, 2023 December 31, 2022 Trade accounts receivable $ 19,074 $ 16,284 Unbilled receivables 4,198 6,445 Other receivables 2,332 2,787 Total accounts receivable 25,604 25,516 Less: allowance for doubtful accounts (210) (210) Total $ 25,394 $ 25,306
Schedule of Other Current Assets	Other current assets consisted of the following (in thousands): March 31, 2023 December 31, 2022 Prepaid expenses $ 7,624 $ 6,060 Total $ 7,624 $ 6,060
Schedule of Property, Equipment and Software, Net	Property, equipment and software, net consisted of the following (in thousands): March 31, 2023 December 31, 2022 Internal-use software $ 5,510 $ 4,383 Purchased software 99 99 Office furniture and equipment 2,307 2,303 Other computer and network equipment 4,867 4,732 Leasehold improvements 10,238 10,102 Property, equipment and software, gross 23,021 21,619 Less: accumulated amortization and depreciation (2,923) (1,875) Total $ 20,098 $ 19,744
Schedule of Other Assets	Other assets consisted of the following (in thousands): March 31, 2023 December 31, 2022 Operating lease right-of-use assets $ 22,619 $ 19,632 Other 2,755 2,826 Total $ 25,374 $ 22,458
Schedule of Accounts Payable and Accrued Liabilities	Accounts payable and accrued liabilities consisted of the following (in thousands): March 31, 2023 December 31, 2022 Accounts payable $ 8,882 $ 25,975 Accrued expenses 13,856 15,537 Purchasing card payable 14,104 10,686 Salaries and benefits payable 6,279 13,926 Other 5,897 663 Total $ 49,018 $ 66,787
Other Current Liabilities	Other current liabilities consisted of the following (in thousands): March 31, 2023 December 31, 2022 Participation units liability, current $ 366 $ 275 Current maturities of operating lease liability 3,323 3,014 Other 624 530 Total $ 4,313 $ 3,819
Other Noncurrent Liabilities	Other noncurrent liabilities consisted of the following (in thousands): March 31, 2023 December 31, 2022 Operating lease liability, noncurrent $ 26,277 $ 23,402 Total $ 26,277 $ 23,402

Stockholders_ Equity (Tables)

Stockholders’ Equity (Tables)	3 Months Ended
	Mar. 31, 2023
Equity [Abstract]
Schedule of Other Ownership Interests	The following table summarizes the ownership interest in Opco as of March 31, 2023 and December 31, 2022. March 31, 2023 December 31, 2022 Opco Ownership % Opco Ownership % Opco common units held by Bakkt Holdings, Inc. 82,624,773 31 % 80,926,843 31 % Opco common units held by noncontrolling interest holders 183,279,887 69 % 183,482,777 69 % Total Opco common units outstanding 265,904,660 100 % 264,409,620 100 %

Share-Based and Unit-Based Co_2

Share-Based and Unit-Based Compensation (Tables)	3 Months Ended
	Mar. 31, 2023
Share-Based Payment Arrangement [Abstract]
Schedule of RSU Activity	The following tables summarize RSU and PSU activity under the 2021 Incentive Plan for the three months ended March 31, 2023 (in thousands, except per unit data): RSUs and PSUs Number of RSUs and PSUs Weighted Average Remaining Contractual Term (years) Weighted Average Grant Date Fair Value Aggregate Intrinsic Value Outstanding as of December 31, 2022 13,782 2.05 $ 4.05 Granted 4,511 $ 1.48 $ 6,677 Forfeited (763) Vested (2,451) Outstanding as of March 31, 2023 15,079 2.02 $ 3.28
Schedule of PSU Activity	The following tables summarize RSU and PSU activity under the 2021 Incentive Plan for the three months ended March 31, 2023 (in thousands, except per unit data): RSUs and PSUs Number of RSUs and PSUs Weighted Average Remaining Contractual Term (years) Weighted Average Grant Date Fair Value Aggregate Intrinsic Value Outstanding as of December 31, 2022 13,782 2.05 $ 4.05 Granted 4,511 $ 1.48 $ 6,677 Forfeited (763) Vested (2,451) Outstanding as of March 31, 2023 15,079 2.02 $ 3.28
Summary of Unit-Based Compensation Expense	Unit-based compensation expense for the three months ended March 31, 2023 and March 31, 2022, was as follows (in thousands): Type of unit Three Months Ended Three Months Ended Common incentive unit $ 542 $ 1,058 Participation unit 138 (961) Total $ 680 $ 97
Summary of Incentive Unit Activity	The following table summarizes common incentive unit activity under the Opco Plan for the three months ended March 31, 2023 (in thousands, except per unit data): Common Incentive Units Number of Common Incentive Units Weighted Average Remaining Contractual Term (years) Weighted Average Grant Date Fair Value Aggregate Intrinsic Value Outstanding as of December 31, 2022 8,294 0.79 $ 6.30 $ 67,635 Granted — Forfeited — Exchanged (203) Outstanding as of March 31, 2023 8,091 0.54 $ 6.30 $ 65,980 The following table summarizes common incentive unit activity under the Opco Plan for the three months ended March 31, 2022 (in thousands, except per unit data): Common Incentive Units Number of Common Incentive Units Weighted Average Remaining Contractual Term (years) Weighted Average Grant Date Fair Value Aggregate Intrinsic Value Outstanding as of December 31, 2021 16,339 1.79 $ 6.30 $ 133,240 Granted — Forfeited (269) Exchanged — Outstanding as of March 31, 2022 16,070 1.54 $ 6.30 $ 131,050

Net Loss per share (Tables)

Net Loss per share (Tables)	3 Months Ended
	Mar. 31, 2023
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): Three Months Ended Three Months Ended Net Loss per share: Numerator – basic and diluted: Net loss $ (44,859) $ (43,321) Less: Net loss attributable to noncontrolling interest (30,883) (36,193) Net loss attributable to Bakkt Holdings, Inc. – basic (13,976) (7,128) Net loss and tax effect attributable to noncontrolling interests — (28,787) Net loss attributable to Bakkt Holdings, Inc. – diluted $ (13,976) $ (35,915) Denominator – basic and diluted: Weighted average shares outstanding – basic 81,879,315 57,164,421 Weighted average shares outstanding – diluted 81,879,315 258,617,587 Net loss per share – basic $ (0.17) $ (0.12) Net loss per share – diluted $ (0.17) $ (0.14)
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 (in thousands): As of March 31, 2023 RSUs and PSUs 15,079 Public warrants 7,141 Opco warrants 793 Opco unvested incentive units 2,130 Opco common units 181,150 Total 206,293

Commitment and Contingencies (T

Commitment and Contingencies (Tables)	3 Months Ended
	Mar. 31, 2023
Commitments and Contingencies Disclosure [Abstract]
Schedule of Future Minimum Commitments	As of March 31, 2023, our outstanding purchase obligations consisted of the following future minimum commitments (in thousands): Payments Due by Period Less than 1 year 1-3 years 3-5 years More than 5 years Total Purchase obligations $ 4,050 $ 19,100 $ 900 $ — $ 24,050

Fair Value Measurements (Tables

Fair Value Measurements (Tables)	3 Months Ended
	Mar. 31, 2023
Fair Value Disclosures [Abstract]
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis	Financial assets and liabilities that are measured at fair value on a recurring basis are classified as Level 1 and Level 2 as follows (in thousands): As of March 31, 2023 Total Level 1 Level 2 Level 3 Assets: U.S. Treasury debt securities $ 66,789 $ 66,789 $ — $ — Safeguarding asset for crypto 26,055 — 26,055 — Total Assets $ 92,844 $ 66,789 $ 26,055 $ — Liabilities: Safeguarding obligation for crypto $ 26,055 $ — $ 26,055 $ — Warrant liability—public warrants 1,785 1,785 — — Total Liabilities $ 27,840 $ 1,785 $ 26,055 $ — As of December 31, 2022 Total Level 1 Level 2 Level 3 Assets: U.S. Treasury debt securities $ 141,062 $ 141,062 $ — $ — Safeguarding asset for crypto 15,792 — 15,792 — Total Assets $ 156,854 $ 141,062 $ 15,792 $ — Liabilities: Safeguarding obligation for crypto $ 15,792 $ — $ 15,792 $ — Warrant liability—public warrants 785 785 — — Total Liabilities $ 16,577 $ 785 $ 15,792 $ —

Safeguarding Obligations For _2

Safeguarding Obligations For Crypto (Tables)	3 Months Ended
	Mar. 31, 2023
Platform Operator, Crypto-Asset [Abstract]
Platform Operator, Crypto-Asset	We are responsible for holding the following crypto on behalf of our customers as of March 31, 2023 and December 31, 2022 (in thousands): March 31, 2023 December 31, 2022 Bitcoin $ 25,941 $ 15,717 Ether 114 75 Safeguarding obligation for crypto $ 26,055 $ 15,792 Safeguarding asset for crypto $ 26,055 $ 15,792

Investment in Debt Securities (

Investment in Debt Securities (Tables)	3 Months Ended
	Mar. 31, 2023
Investments, Debt and Equity Securities [Abstract]
Debt Securities, Available-for-Sale	The cost basis and fair value of available-for-sale debt securities with unrealized gains and losses included in “Accumulated other comprehensive loss” in the consolidated balance sheets were as follows (in thousands): March 31, 2023 December 31, 2022 Available-for-sale securities Cost Unrealized Fair Cost Unrealized Fair Government debt U.S. treasury bonds 66,954 (165) 66,789 141,003 59 141,062 Total available-for-sale securities $ 66,954 $ (165) $ 66,789 $ 141,003 $ 59 $ 141,062
Debt Securities, Available-for-Sale, Unrealized Loss Position, Fair Value	March 31, 2023 December 31, 2022 Available-for-sale securities in an unrealized loss position Fair Value Unrealized Fair Value Unrealized Government debt U.S. treasury bonds: Less than 12 months (1) $ 39,744 $ (211) $ 39,574 $ (381) 12 months or more (1) — — — — Total available-for-sale securities $ 39,744 $ (211) $ 39,574 $ (381) (1) Indicates the length of time that individual securities have been in a continuous unrealized loss position.
Investments Classified by Contractual Maturity Date	The cost basis and fair value of available-for-sale debt securities at March 31, 2023, by contractual maturity, are shown below (in thousands). Expected maturities may differ from contractual maturities because borrowers may have the right to prepay and creditors may have the right to call obligations. March 31, 2023 Cost Basis Fair Value Due in one year or less $ 66,954 $ 66,789 Due after one year through five years — — Total debt securities - available-for-sale $ 66,954 $ 66,789

Revenue from Contracts with C_3

Revenue from Contracts with Customers - Disaggregation of Revenue (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Disaggregation of Revenue [Line Items]
Total revenue	$ 12,986	$ 12,532
Related party net revenues	1	20
Loyalty redemption platform
Disaggregation of Revenue [Line Items]
Total revenue	12,776	12,736
Alternative payment platform
Disaggregation of Revenue [Line Items]
Total revenue	210	(204)
Rebates and incentive payments netted against total revenue	100	300
Related party net revenues	100	100
Transaction revenue, net
Disaggregation of Revenue [Line Items]
Total revenue	7,473	6,518
Rebates and incentive payments netted against total revenue	100	300
Related party net revenues	100	100
Subscription and service revenue
Disaggregation of Revenue [Line Items]
Total revenue	$ 5,513	$ 6,014

Revenue from Contracts with C_4

Revenue from Contracts with Customers - Narrative (Details) $ in Thousands	3 Months Ended
	Mar. 31, 2023 USD ($) segment	Mar. 31, 2022 USD ($)
Disaggregation of Revenue [Line Items]
Revenue from foreign jurisdictions	$ 12,986	$ 12,532
Number of reportable segments | segment	1
Transaction price allocated to remaining performance obligation	$ 24,400	26,400
Contract costs	0	0
Geographic Distribution, Foreign
Disaggregation of Revenue [Line Items]
Revenue from foreign jurisdictions	900	1,100
Subscription Fees
Disaggregation of Revenue [Line Items]
Transaction price allocated to remaining performance obligation	$ 17,900	$ 17,900
Revenue recognition period	32 months	42 months
Subscription Fees | Minimum
Disaggregation of Revenue [Line Items]
Revenue recognition period	1 month	3 months
Subscription Fees | Maximum
Disaggregation of Revenue [Line Items]
Revenue recognition period	42 months	54 months
Service Fees
Disaggregation of Revenue [Line Items]
Transaction price allocated to remaining performance obligation	$ 6,500	$ 8,500
Revenue recognition period	17 months	24 months

Revenue from Contracts with C_5

Revenue from Contracts with Customers - Deferred Revenue (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Contract with Customer, Liability [Roll Forward]
Beginning of the period contract liability	$ 7,084	$ 9,448
Revenue recognized from contract liabilities included in the beginning balance	(1,119)	(1,322)
Increases due to cash received, net of amounts recognized in revenue during the period	577	379
End of the period contract liability	$ 6,542	$ 8,505

Business Combination and Asse_3

Business Combination and Asset Acquisition - Narrative (Details) - USD ($) $ in Thousands			3 Months Ended
	Apr. 01, 2023	Feb. 08, 2023	Mar. 31, 2023	Mar. 31, 2022
Business Acquisition [Line Items]
Cash consideration paid			$ 631	$ 0
Apex
Business Acquisition [Line Items]
Pro forma revenue, net			458,400	1,308,300
Pro forma net loss			$ 48,200	$ 53,500
Apex | Subsequent Event
Business Acquisition [Line Items]
Percentage of issued and outstanding ownership interests acquired	100%
Cash consideration paid	$ 55,000
Cash paid working capital and cash	12,200
Estimated fair value of Class A common stock contingent consideration	0
Consideration	76,300
Apex | Subsequent Event | Maximum
Business Acquisition [Line Items]
Estimated fair value of Class A common stock contingent consideration	100,000
Apex | Subsequent Event | Class A Common Stock
Business Acquisition [Line Items]
Class A common stock at transaction close	9,100
Estimated fair value of Class A common stock contingent consideration	$ 0
Bumped
Business Acquisition [Line Items]
Percentage of issued and outstanding ownership interests acquired		100%
Consideration		$ 631

Business Combination and Asse_4

Business Combination and Asset Acquisition - Schedule of Assets and Liabilities Acquired (Details) - USD ($) $ in Thousands		3 Months Ended
	Apr. 01, 2023	Mar. 31, 2023	Mar. 31, 2022	Dec. 31, 2022
Business Acquisition [Line Items]
Cash consideration paid		$ 631	$ 0
Goodwill		$ 15,853		$ 15,852
Apex | Subsequent Event
Business Acquisition [Line Items]
Cash consideration paid	$ 55,000
Cash paid working capital and cash	12,200
Estimated fair value of Class A common stock contingent consideration	0
Total consideration	76,300
Current assets	21,300
Safeguarding asset for crypto	687,900
Property, equipment and software, net	100
Non-current assets	300
Goodwill	47,700
Current liabilities	(9,500)
Safeguarding obligation for crypto	(687,900)
Net assets acquired	76,300
Apex | Subsequent Event | Technology
Business Acquisition [Line Items]
Intangible assets	5,400
Apex | Subsequent Event | Customer relationships
Business Acquisition [Line Items]
Intangible assets	11,000
Apex | Subsequent Event | Class A Common Stock
Business Acquisition [Line Items]
Class A common stock at transaction close	9,100
Estimated fair value of Class A common stock contingent consideration	$ 0

Goodwill and Intangible Asset_3

Goodwill and Intangible Assets, Net - Goodwill (Details) $ in Thousands	3 Months Ended
	Mar. 31, 2023 USD ($)
Goodwill [Roll Forward]
Goodwill, beginning balance	$ 15,852
Foreign currency translation	1
Goodwill, ending balance	$ 15,853

Goodwill and Intangible Asset_4

Goodwill and Intangible Assets, Net - Narrative (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Goodwill and Intangible Assets Disclosure [Abstract]
Goodwill impairment	$ 0	$ 0
Amortization of intangible assets	$ 2,000	$ 5,400

Goodwill and Intangible Asset_5

Goodwill and Intangible Assets, Net - Schedule of Intangible Assets (Details) - USD ($) $ in Thousands	3 Months Ended	12 Months Ended
	Mar. 31, 2023	Dec. 31, 2022
Finite-Lived Intangible Assets [Line Items]
Accumulated Amortization	$ (11,913)	$ (26,412)
Total	45,817
Gross Carrying Amount	66,341	393,070
Impairment		(310,825)
Net Carrying Amount	54,428	55,833
Licenses
Indefinite-lived Intangible Assets [Line Items]
Gross Carrying Amount	611	241,320
Impairment		(241,320)
Net Carrying Amount	611	0
Trademarks / trade names
Indefinite-lived Intangible Assets [Line Items]
Gross Carrying Amount	8,000	39,470
Impairment		(31,470)
Net Carrying Amount	$ 8,000	$ 8,000
Technology
Finite-Lived Intangible Assets [Line Items]
Weighted Average Useful Life (in years)	4 years 2 months 12 days	4 years 2 months 12 days
Gross Carrying Amount	$ 12,760	$ 67,310
Accumulated Amortization	(3,720)	(19,605)
Impairment		(38,035)
Total	$ 9,040	$ 9,670
Customer relationships
Finite-Lived Intangible Assets [Line Items]
Weighted Average Useful Life (in years)	8 years	8 years
Gross Carrying Amount	$ 44,970	$ 44,970
Accumulated Amortization	(8,193)	(6,807)
Total	$ 36,777	$ 38,163

Goodwill and Intangible Asset_6

Goodwill and Intangible Assets, Net - Schedule of Future Amortization (Details) $ in Thousands	Mar. 31, 2023 USD ($)
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity [Abstract]
Remainder of 2023	$ 6,158
2024	8,196
2025	8,173
2026	7,628
2027	5,621
Thereafter	10,041
Total	$ 45,817

Consolidated Balance Sheet Co_3

Consolidated Balance Sheet Components - Accounts Receivable, Net (Details) - USD ($) $ in Thousands	Mar. 31, 2023	Dec. 31, 2022
Accounts, Notes, Loans and Financing Receivable [Line Items]
Total accounts receivable	$ 25,604	$ 25,516
Less: allowance for doubtful accounts	(210)	(210)
Total	25,394	25,306
Trade accounts receivable
Accounts, Notes, Loans and Financing Receivable [Line Items]
Total accounts receivable	19,074	16,284
Unbilled receivables
Accounts, Notes, Loans and Financing Receivable [Line Items]
Total accounts receivable	4,198	6,445
Other receivables
Accounts, Notes, Loans and Financing Receivable [Line Items]
Total accounts receivable	$ 2,332	$ 2,787

Consolidated Balance Sheet Co_4

Consolidated Balance Sheet Components - Other Current Assets (Details) - USD ($) $ in Thousands	Mar. 31, 2023	Dec. 31, 2022
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Prepaid expenses	$ 7,624	$ 6,060
Total	$ 7,624	$ 6,060

Consolidated Balance Sheet Co_5

Consolidated Balance Sheet Components - Property, Equipment and Software, Net (Details) - USD ($) $ in Thousands	Mar. 31, 2023	Dec. 31, 2022
Property, Plant and Equipment [Line Items]
Property, equipment and software, gross	$ 23,021	$ 21,619
Less: accumulated amortization and depreciation	(2,923)	(1,875)
Total	20,098	19,744
Internal-use software
Property, Plant and Equipment [Line Items]
Property, equipment and software, gross	5,510	4,383
Purchased software
Property, Plant and Equipment [Line Items]
Property, equipment and software, gross	99	99
Office furniture and equipment
Property, Plant and Equipment [Line Items]
Property, equipment and software, gross	2,307	2,303
Other computer and network equipment
Property, Plant and Equipment [Line Items]
Property, equipment and software, gross	4,867	4,732
Leasehold improvements
Property, Plant and Equipment [Line Items]
Property, equipment and software, gross	$ 10,238	$ 10,102

Consolidated Balance Sheet Co_6

Consolidated Balance Sheet Components - Narrative (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022	Dec. 31, 2022
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Depreciation and amortization expense	$ 1	$ 0.5
Amortization expense of capitalized internal-use software placed in service	0.3	$ 0.1
Default resource contribution	$ 15.3		$ 15.2

Consolidated Balance Sheet Co_7

Consolidated Balance Sheet Components - Other Assets (Details) - USD ($) $ in Thousands	Mar. 31, 2023	Dec. 31, 2022
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Operating lease right-of-use assets	$ 22,619	$ 19,632
Other	2,755	2,826
Total	$ 25,374	$ 22,458

Consolidated Balance Sheet Co_8

Consolidated Balance Sheet Components - Accounts Payable and Accrued Liabilities (Details) - USD ($) $ in Thousands	Mar. 31, 2023	Dec. 31, 2022
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Accounts payable	$ 8,882	$ 25,975
Accrued expenses	13,856	15,537
Purchasing card payable	14,104	10,686
Salaries and benefits payable	6,279	13,926
Other	5,897	663
Total	$ 49,018	$ 66,787

Consolidated Balance Sheet Co_9

Consolidated Balance Sheet Components - Other Current Liabilities (Details) - USD ($) $ in Thousands	Mar. 31, 2023	Dec. 31, 2022
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Participation units liability, current	$ 366	$ 275
Current maturities of operating lease liability	3,323	3,014
Other	624	530
Total	$ 4,313	$ 3,819

Consolidated Balance Sheet C_10

Consolidated Balance Sheet Components - Other Noncurrent Liabilities (Details) - USD ($) $ in Thousands	Mar. 31, 2023	Dec. 31, 2022
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Operating lease liability, noncurrent	$ 26,277	$ 23,402
Total	$ 26,277	$ 23,402

Tax Receivable Agreement (Detai

Tax Receivable Agreement (Details) - shares	3 Months Ended
	Mar. 31, 2023	Oct. 15, 2021
Opco common units
Conversion of Stock [Line Items]
TRA, percent of income tax benefits payable to exchanging stockholders		85%
Class A Common Stock
Conversion of Stock [Line Items]
Stock issued during period, shares, conversion of convertible securities (in shares)	22,678,761

Related Parties (Details)

Related Parties (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022	Dec. 31, 2022
Related Party Transaction [Line Items]
Related party net revenues	$ 1	$ 20
Default resource contribution	15,300		$ 15,200
Due to related party	509		1,168
Accounts receivable, net	25,394		25,306
Intercompany Services Agreement And Triparty Agreement
Related Party Transaction [Line Items]
Due to related party	500		1,200
Accounts receivable, net	0		$ 0
ICE | Transition Services Agreement | Affiliated Entity
Related Party Transaction [Line Items]
Expenses	600	400
IFUS and ICUS | Triparty Agreement | Affiliated Entity
Related Party Transaction [Line Items]
Related party net revenues	100	100
Rebates and incentive payments (contra-revenue)	100	100
ICUS | Triparty Agreement | Affiliated Entity | Bakkt Trust
Related Party Transaction [Line Items]
Default resource contribution	$ 15,200	$ 15,200

Warrants (Details)

Warrants (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022	Dec. 31, 2022
Class of Warrant or Right [Line Items]
Exercise price (in dollars per share)	$ 11.50
Proceeds from the exercise of warrants	$ 0	$ 1
Loss (gain) from change in fair value of warrant liability	$ 1,000	(2,428)
Class A Common Stock
Class of Warrant or Right [Line Items]
Number of shares entitled to holders of each warrant (in shares)	1
Public warrants
Class of Warrant or Right [Line Items]
Warrants outstanding (in shares)	7,140,808		7,140,808
Proceeds from the exercise of warrants	$ 0	$ 100

Stockholders_ Equity - Narrativ

Stockholders’ Equity - Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands		3 Months Ended
	Oct. 15, 2021	Mar. 31, 2023	Mar. 31, 2022	Dec. 31, 2022	May 31, 2020
Class of Stock [Line Items]
Preferred stock, authorized (in shares)		1,000,000
Preferred stock, par value (in dollars per share)		$ 0.0001
Preferred stock, issued (in shares)		0
Noncontrolling interest weighted average ownership percentage		68.90%
Exercise price (in dollars per share)		$ 11.50
Selling, general and administrative		$ 6,709	$ 9,435
Class C Warrant
Class of Stock [Line Items]
Exercise price (in dollars per share)	$ 5.04				$ 1.11
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	$ 0
Class A Common Stock
Class of Stock [Line Items]
Common stock, authorized (in shares)		750,000,000		750,000,000
Common stock, par value (in dollars per share)		$ 0.0001		$ 0.0001
Common stock, outstanding (in shares)		82,624,773		80,926,843
Common stock, shares issued (in shares)		82,624,773		80,926,843
Dividends		$ 0
Stock issued during period, shares, conversion of convertible securities (in shares)		22,678,761
Class A Common Stock | Conversion of Paired Interests Into Class A Common Stock
Class of Stock [Line Items]
Stock issued during period, shares, conversion of convertible securities (in shares)		200,000
Class V Common Stock
Class of Stock [Line Items]
Common stock, authorized (in shares)		250,000,000		250,000,000
Common stock, par value (in dollars per share)		$ 0.0001		$ 0.0001
Common stock, outstanding (in shares)		183,279,887		183,482,777
Common stock, shares issued (in shares)		183,279,887		183,482,777
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]
Stock issued during period, shares, conversion of convertible securities (in shares)	189,933,286
Class V Common Stock | Opco | Conversion of Opco Incentive Units
Class of Stock [Line Items]
Stock issued during period, shares, conversion of convertible securities (in shares)	17,473,362
Paired Interest Rights | Class C Warrant
Class of Stock [Line Items]
Warrants issued, number of units called by warrants (in shares)	793,352
Voting Class A [Member] | Opco | Conversion Of Opco Class A, Class B, And Class C Voting Units Into Class V Common Stock
Class of Stock [Line Items]
Stock issued during period, shares, conversion of convertible securities (in shares)	400,000,000
Voting Class B [Member] | Opco | Conversion Of Opco Class A, Class B, And Class C Voting Units Into Class V Common Stock
Class of Stock [Line Items]
Stock issued during period, shares, conversion of convertible securities (in shares)	192,453,454
Voting Class C [Member] | Class C Warrant
Class of Stock [Line Items]
Warrants issued, number of units called by warrants (in shares)					3,603,600
Voting Class C [Member] | Opco | Conversion Of Opco Class A, Class B, And Class C Voting Units Into Class V Common Stock
Class of Stock [Line Items]
Stock issued during period, shares, conversion of convertible securities (in shares)	270,270,270

Stockholders_ Equity - Noncontr

Stockholders’ Equity - Noncontrolling Ownership Interest (Details) - shares	Mar. 31, 2023	Dec. 31, 2022
Bakkt Opco Holdings, LLC
Noncontrolling Interest [Line Items]
Ownership percentage, Total Opco common units outstanding	100%	100%
Bakkt Opco Holdings, LLC
Noncontrolling Interest [Line Items]
Opco Common Units (in shares)	265,904,660	264,409,620
Class A Common Stock | Bakkt Opco Holdings, LLC
Noncontrolling Interest [Line Items]
Ownership percentage, Opco common units held by Bakkt Holdings, Inc.	31%	31%
Class A Common Stock | Total Stockholders’ Equity | Bakkt Opco Holdings, LLC
Noncontrolling Interest [Line Items]
Opco Common Units (in shares)	82,624,773	80,926,843
Class V Common Stock | Bakkt Opco Holdings, LLC
Noncontrolling Interest [Line Items]
Ownership percentage, Opco common units held by noncontrolling interest holders	69%	69%
Class V Common Stock | Opco common units held by noncontrolling interest holders | Bakkt Opco Holdings, LLC
Noncontrolling Interest [Line Items]
Opco Common Units (in shares)	183,279,887	183,482,777

Share-Based and Unit-Based Co_3

Share-Based and Unit-Based Compensation - Narrative (Details) - USD ($) $ in Thousands		3 Months Ended		12 Months Ended
	Oct. 15, 2021	Mar. 31, 2023	Mar. 31, 2022	Dec. 31, 2022	Dec. 31, 2021	Oct. 14, 2021
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Period to recognize unrecognized compensation expense		6 months 14 days		9 months 14 days
Deferred compensation costs not yet recognized		$ 0		$ 0
Share-based Payment Arrangement, Tranche One | Opco
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting percentage	33.33%
Share-based Payment Arrangement, Tranche Two | Opco
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting percentage	33.33%
Share-based Payment Arrangement, Tranche Three | Opco
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting percentage	33.33%
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	200,000		200,000		10,811,502
Participation units outstanding (in shares)		0	0
Fair value of participation units outstanding		$ 400		$ 300
Cash payments for settlement of vested participation units		$ 100	$ 0
RSUs and PSUs
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Granted (in shares)		4,511,000
Percentage of target award			100%
Unrecognized compensation expense		$ 27,900		$ 29,900
Period to recognize unrecognized compensation expense		2 years 7 days		2 years 18 days
Accelerated costs		$ 2,100
Reversal of forfeitures		$ 300
Shares outstanding (in shares)		15,079,000		13,782,000
RSUs
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Granted (in shares)		4,511,371	6,969,070
Common incentive unit		$ 5,900	$ 10,900
PSUs
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Granted (in shares)		0	4,865,378
Common incentive unit		$ 1,400	$ 1,700
PSUs | Share-based Payment Arrangement, Tranche One
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting percentage		33.33%
PSUs | Share-based Payment Arrangement, Tranche Two
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting percentage		33.33%
PSUs | Share-based Payment Arrangement, Tranche Three
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting percentage		33.33%
PSUs | Minimum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Percentage of target units earned		0%
PSUs | Maximum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Percentage of target units earned		150%
Preferred Incentive Units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shares outstanding (in shares)						76,475,000
Common incentive unit
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Granted (in shares)		0	0
Common incentive unit		$ 542	$ 1,058
Unrecognized compensation expense		$ 800		$ 1,400
Shares outstanding (in shares)	17,473,362	8,091,000	16,070,000	8,294,000	16,339,000	23,219,745
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
Opco Plan | Share-based Payment Arrangement, Tranche Two
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Award vesting period	1 year
Opco Plan | Share-based Payment Arrangement, Tranche Three
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Award vesting period	2 years

Share-Based and Unit-Based Co_4

Share-Based and Unit-Based Compensation - RSU & PSU Activity (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	3 Months Ended	12 Months Ended
	Mar. 31, 2023	Dec. 31, 2022
Number of RSUs and PSUs
Vested (in shares)	(2,451)
RSUs and PSUs
Number of RSUs and PSUs
Beginning balance (in shares)	13,782
Granted (in shares)	4,511
Forfeited (in shares)	(763)
Ending balance (in shares)	15,079	13,782
Weighted Average Remaining Contractual Term (years)	2 years 7 days	2 years 18 days
Weighted Average Grant Date Fair Value
Beginning balance (in usd per share)	$ 4.05
Granted (in usd per share)	1.48
Ending balance (in usd per share)	$ 3.28	$ 4.05
Aggregate Intrinsic Value
Granted	$ 6,677

Share-Based and Unit-Based Co_5

Share-Based and Unit-Based Compensation - Compensation Expense (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Participation unit	$ 138	$ (961)
Total	680	97
Common incentive unit
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Common incentive unit	$ 542	$ 1,058

Share-Based and Unit-Based Co_6

Share-Based and Unit-Based Compensation - Unit Activity (Details) - Common incentive unit - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	3 Months Ended		12 Months Ended
	Mar. 31, 2023	Mar. 31, 2022	Dec. 31, 2022	Dec. 31, 2021
Number of Common Incentive Units
Beginning balance (in shares)	8,294	16,339	16,339
Granted (in shares)	0	0
Forfeited (in shares)	0	(269)
Exchanged	(203)	0
Ending balance (in shares)	8,091	16,070	8,294	16,339
Weighted Average Remaining Contractual Term (years)	6 months 14 days	1 year 6 months 14 days	9 months 14 days	1 year 9 months 14 days
Weighted Average Grant Date Fair Value
Beginning balance (in usd per share)	$ 6.30	$ 6.30	$ 6.30
Ending balance (in usd per share)	$ 6.30	$ 6.30	$ 6.30	$ 6.30
Aggregate Intrinsic Value
Outstanding	$ 65,980	$ 131,050	$ 67,635	$ 133,240

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
	Mar. 31, 2023	Mar. 31, 2022
Numerator – basic and diluted:
Net loss	$ (44,859)	$ (43,321)
Less: Net loss attributable to noncontrolling interest	(30,883)	(36,193)
Net loss attributable to Bakkt Holdings, Inc. – basic	(13,976)	(7,128)
Net loss and tax effect attributable to noncontrolling interests	0	(28,787)
Net loss attributable to Bakkt Holdings, Inc. – diluted	$ (13,976)	$ (35,915)
Denominator – basic and diluted:
Weighted average shares outstanding – basic (in shares)	81,879,315	57,164,421
Weighted average shares outstanding – diluted (in shares)	81,879,315	258,617,587
Net loss per share – basic (in dollars per share)	$ (0.17)	$ (0.12)
Net loss per share – diluted (in dollars per share)	$ (0.17)	$ (0.14)

Net Loss per share - Anti-dilut

Net Loss per share - Anti-dilutive Shares Excluded From Computation (Details)	3 Months Ended
	Mar. 31, 2023 shares
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total	206,293,000
RSUs and PSUs
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total	15,079,000
Warrants | Public warrants
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total	7,141,000
Warrants | Opco warrants
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total	793,000
Opco unvested incentive units
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total	2,130,000
Opco common units
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total	181,150,000

Capital Requirements (Details)

Capital Requirements (Details) - USD ($) $ in Thousands	Mar. 31, 2023	Dec. 31, 2022	Mar. 31, 2022
Financial Services, Banking And Thrift, Capital Requirements [Line Items]
Restricted cash	$ 19,305	$ 16,500	$ 16,500
Bakkt Trust
Financial Services, Banking And Thrift, Capital Requirements [Line Items]
Capital requirements, positive minimum net worth	15,000		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%
Bakkt Marketplace
Financial Services, Banking And Thrift, Capital Requirements [Line Items]
Wind-down costs	$ 6,100	7,100
Tangible member's equity	$ 65,500	$ 27,700

Commitment and Contingencies -

Commitment and Contingencies - Narrative (Details) - USD ($) $ in Millions		1 Months Ended	3 Months Ended
	Apr. 12, 2023	Dec. 31, 2021	Mar. 31, 2023	Mar. 31, 2022	Apr. 07, 2022
Loss Contingencies [Line Items]
Expenses related to 401(k) plan			$ 1	$ 0.7
Month end cash balance to be maintained			$ 40
Maximum borrowing capacity					$ 35
Liquidity maintenance requirement, minimum					$ 7
Term of cloud computing arrangement (in years)		4 years
Subsequent Event
Loss Contingencies [Line Items]
Litigation settlement	$ 3

Commitment and Contingencies _2

Commitment and Contingencies - Future Minimum Commitments (Details) $ in Thousands	Mar. 31, 2023 USD ($)
Commitments and Contingencies Disclosure [Abstract]
Less than 1 year	$ 4,050
1-3 years	19,100
3-5 years	900
More than 5 years	0
Total	$ 24,050

Income Taxes - Narrative (Detai

Income Taxes - Narrative (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022	Dec. 31, 2022
Income Tax Disclosure [Abstract]
Effective tax rate	(0.10%)	6.80%
Unrecognized tax benefits	$ 0		$ 0
Unrecognized tax benefits, interest and penalties accrued	$ 0		$ 0

Fair Value Measurements - Sched

Fair Value Measurements - Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis (Details) - USD ($) $ in Thousands	Mar. 31, 2023	Dec. 31, 2022
Assets:
U.S. Treasury debt securities	$ 66,789	$ 141,062
Safeguarding asset for crypto	26,055	15,792
Liabilities:
Safeguarding obligation for crypto	26,055	15,792
Warrant liability—public warrants	1,785	785
U.S. Treasury debt securities
Assets:
U.S. Treasury debt securities	66,789	141,062
Fair Value, Recurring
Assets:
Safeguarding asset for crypto	26,055	15,792
Total Assets	92,844	156,854
Liabilities:
Safeguarding obligation for crypto	26,055	15,792
Total Liabilities	27,840	16,577
Fair Value, Recurring | U.S. Treasury debt securities
Assets:
U.S. Treasury debt securities	66,789	141,062
Fair Value, Recurring | Level 1
Assets:
Safeguarding asset for crypto	0	0
Total Assets	66,789	141,062
Liabilities:
Safeguarding obligation for crypto	0	0
Total Liabilities	1,785	785
Fair Value, Recurring | Level 1 | U.S. Treasury debt securities
Assets:
U.S. Treasury debt securities	66,789	141,062
Fair Value, Recurring | Level 2
Assets:
Safeguarding asset for crypto	26,055	15,792
Total Assets	26,055	15,792
Liabilities:
Safeguarding obligation for crypto	26,055	15,792
Total Liabilities	26,055	15,792
Fair Value, Recurring | Level 2 | U.S. Treasury debt securities
Assets:
U.S. Treasury debt securities	0	0
Fair Value, Recurring | Level 3
Assets:
Safeguarding asset for crypto	0	0
Total Assets	0	0
Liabilities:
Safeguarding obligation for crypto	0	0
Total Liabilities	0	0
Fair Value, Recurring | Level 3 | U.S. Treasury debt securities
Assets:
U.S. Treasury debt securities	0	0
Public warrants | Fair Value, Recurring
Liabilities:
Warrant liability—public warrants	1,785	785
Public warrants | Fair Value, Recurring | Level 1
Liabilities:
Warrant liability—public warrants	1,785	785
Public warrants | Fair Value, Recurring | Level 2
Liabilities:
Warrant liability—public warrants	0	0
Public warrants | Fair Value, Recurring | Level 3
Liabilities:
Warrant liability—public warrants	$ 0	$ 0

Leases (Details)

Leases (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022	Mar. 15, 2023	Jun. 03, 2022	Jan. 31, 2022
Lessee, Lease, Description [Line Items]
Option to extend	5 years
Weighted average remaining lease term	91 months
Weighted average discount rate	5.30%
Rent expense	$ 0.1	$ 0.1
Office Building | ARIZONA
Lessee, Lease, Description [Line Items]
Term of contract			90 months
Total lease liability			$ 5.7
Office Building | NEW YORK
Lessee, Lease, Description [Line Items]
Term of contract					94 months
Total lease liability					$ 7.3
Office Building | GEORGIA
Lessee, Lease, Description [Line Items]
Term of contract				47 months
Total lease liability				$ 5.9
Minimum
Lessee, Lease, Description [Line Items]
Remaining lease terms	37 months
Maximum
Lessee, Lease, Description [Line Items]
Remaining lease terms	114 months

Safeguarding Obligations For _3

Safeguarding Obligations For Crypto (Details) - USD ($) $ in Thousands	Mar. 31, 2023	Dec. 31, 2022
Platform Operator, Crypto-Asset [Line Items]
Safeguarding obligation for crypto	$ 26,055	$ 15,792
Safeguarding asset for crypto	26,055	15,792
Bitcoin
Platform Operator, Crypto-Asset [Line Items]
Safeguarding obligation for crypto	25,941	15,717
Ether
Platform Operator, Crypto-Asset [Line Items]
Safeguarding obligation for crypto	$ 114	$ 75

Investment in Debt Securities -

Investment in Debt Securities - Cost Basis and Fair Value of Available-for-Sale Debt Securities (Details) - USD ($) $ in Thousands	Mar. 31, 2023	Dec. 31, 2022
Debt Securities, Available-for-Sale [Line Items]
Total debt securities - available-for-sale	$ 66,954	$ 141,003
Unrealized Gains/(Losses), net	(165)	59
Fair Value	66,789	141,062
U.S. treasury bonds
Debt Securities, Available-for-Sale [Line Items]
Total debt securities - available-for-sale	66,954	141,003
Unrealized Gains/(Losses), net	(165)	59
Fair Value	$ 66,789	$ 141,062

Investment in Debt Securities_2

Investment in Debt Securities - Unrealized Loss Position (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Dec. 31, 2022
Debt Securities, Available-for-Sale, Unrealized Loss Position [Line Items]
Fair value, total available-for-sale securities	$ 39,744	$ 39,574
Unrealized net losses, total available-for-sale securities	(211)	(381)
Credit loss on investments	0
U.S. treasury bonds
Debt Securities, Available-for-Sale, Unrealized Loss Position [Line Items]
Fair value, less than 12 months	39,744	39,574
Fair value, 12 months or more	0	0
Unrealized net losses, less than 12 months	(211)	(381)
Unrealized net losses, 12 months or more	$ 0	$ 0

Investment in Debt Securities_3

Investment in Debt Securities - Available-for-Sale Debt Securities by Contractual Maturity (Details) - USD ($) $ in Thousands	Mar. 31, 2023	Dec. 31, 2022
Cost Basis
Due in one year or less	$ 66,954
Due after one year through five years	0
Total debt securities - available-for-sale	66,954	$ 141,003
Fair Value
Due in one year or less	66,789
Due after one year through five years	0
Total debt securities - available-for-sale	$ 66,789	$ 141,062