United States securities and exchange commission logo
February 12, 2024
Gavin Michael
Chief Executive Officer
Bakkt Holdings, Inc.
10000 Avalon Boulevard, Suite 1000
Alpharetta, GA 30009
Re: Bakkt Holdings,
Inc.
Amendment No. 1 to
Registration Statement on Form S-3
Filed February 7,
2024
File No. 333-271361
Dear Gavin Michael:
We have reviewed your amended registration statement and have the
following
comments.
Please respond to this letter by amending your registration
statement and providing the
requested information. If you do not believe a comment applies to your
facts and circumstances
or do not believe an amendment is appropriate, please tell us why in
your response.
After reviewing any amendment to your registration statement and
the information you
provide in response to this letter, we may have additional comments.
Amendment No. 1 to Registration Statement on Form S-3
General
1. Please address the
following with respect to the going concern disclosure in your amended
Form 10-Q for the
quarterly period ended September 30, 2023:
Revise your
Prospectus Summary to provide disclosure about the facts that raise
substantial doubt
about your ability to continue as a going concern. Your disclosure
should include a
discussion of:
o the principal
conditions or events that raise substantial doubt about your ability
to continue as
a going concern;
o your
evaluation of the significance of those conditions or events in relation to
your ability
to meet your obligations; and
o management s
plans that are intended to mitigate the conditions or events that
raise
substantial doubt about your ability to continue as a going concern.
As part of this
disclosure, please also include a discussion of your current liquidity
Gavin Michael
Bakkt Holdings, Inc.
February 12, 2024
Page 2
position, the sources of that liquidity (e.g., cash, short-term
investments, etc.), and the
expected uses and timing of uses of that liquidity.
Regarding the going concern risk factor disclosure in your amended
Form 10-Q,
please tell us whether or not you considered revisions or updates to
any other
disclosures, including the subsequent events footnote to your
interim financial
statements, related to facts that raise substantial doubt about your
ability to continue
as a going concern.
Incorporation by Reference, page 19
2. Please update this section to incorporate by reference your Form 10-Q/A
filed on February
8, 2024. For guidance, refer to Question 123.05 of the Securities Act
Forms Compliance
and Disclosure Interpretations.
Exhibits
3. We note that you are registering the offer and sale of securities having
an aggregate
offering price of up to $150,000,000. However, the legality opinion filed
as Exhibit 5.1
refers to an aggregate offering price of up to $115,000,000. Please
obtain and file a
revised opinion of counsel that reflects the aggregate offering price
described in your
registration statement.
Please contact David Lin at 202-551-3552 or Sandra Hunter Berkheimer at
202-551-3758
with any questions.
Sincerely,
FirstName LastNameGavin Michael
Division of
Corporation Finance
Comapany NameBakkt Holdings, Inc.
Office of Crypto
Assets
February 12, 2024 Page 2
cc: Matt Lyons
FirstName LastName