As filed with the United States Securities and Exchange Commission on November 12, 2021

Registration No. 333-254935

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

POST-EFFECTIVE AMENDMENT NO. 1

TO

FORM S-4

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

Bakkt Holdings, Inc.

(Exact name of registrant as specified in its charter)

10000 Avalon Boulevard, Suite 1000

Alpharetta, Georgia 30009

Telephone: (678) 534-5849

(Address, including zip code and telephone number, including area code, of registrant’s principal executive offices)

Gavin Michael

Chief Executive Officer

10000 Avalon Boulevard, Suite 1000

Alpharetta, Georgia 30009

Telephone: (678) 534-5849

(Name, address, including zip code and telephone number, including area code, of agent for service)

Copies to:

Approximate date of commencement of proposed sale to the public: Not applicable.

If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box:  ☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering:  ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering:  ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company, or emerging growth company. See the definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.  ☐

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer)  ☐

Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)  ☐

CALCULATION OF REGISTRATION FEE

EXPLANATORY NOTE

This Post-Effective Amendment No. 1 to Form S-4 (the “Post-Effective Amendment”) amends the Registration Statement on Form S-4 of Bakkt Holdings, Inc. (f/k/a VPC Impact Acquisition Holdings) (the “Registrant”) (Registration No. 333-254935), as amended prior to the date hereto (the “Registration Statement”), which was declared effective by the Securities and Exchange Commission (the “Commission”) on September 17, 2021. This Post-Effective Amendment No. 1 is being filed to correct a typographical error in footnote (7) to Calculation of Registration Fee table set forth in the Registration Statement. In the Registration Statement, the word “quarter” was inadvertently included in the sentence “Each whole warrant will entitle the warrant holder to purchase one share of Class A common stock of the Company at a price of $11.50 per quarter share.” (strikethrough added for emphasis) Nothing in this Post-Effective Amendment shall be deemed to modify any other provision of the Registration Statement, including, but not limited to, the description of warrants or the Warrant Agreement (as defined in the Registration Statement).

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Alpharetta, State of Georgia, on November 12, 2021.

Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities indicated on November 12, 2021: