0001193125-22-096344 | POS AM | XBRL Viewer

Deposits with clearinghouse, noncurrent (affiliate in Predecessor period)

1,527,118,000

1,527,071,000

233,429,000

Intangible assets, net

388,469,000

62,199,000

^[1]

15,151,000

15,150,000

Other assets

13,879,000

5,578,000

Total assets

2,414,285,000

468,376,000

Current liabilities:

Accounts payable and accrued liabilities

64,090,000

42,915,000

Customer funds payable

551,000

81,000

Deferred revenue, current

4,629,000

4,282,000

^[1]

617,000

1,856,000

Other current liabilities

3,717,000

1,943,000

Total current liabilities

73,604,000

51,077,000

Deferred revenue, noncurrent

4,819,000

4,103,000

Warrant liability

17,424,000

Deferred tax liabilities, net

11,593,000

95,000

Other noncurrent liabilities

12,674,000

3,319,000

Total liabilities

120,114,000

58,594,000

Commitments and Contingencies (Note 14)

Mezzanine equity:

Incentive units (156,000,000 authorized, 103,318,325 unvested units and 85,875,000 unvested units issued and outstanding as of December 31, 2020)

207,372,000

21,452,000

Class B warrant (Note 10)

5,426,000

Additional paid-in capital

566,766,000

Accumulated other comprehensive income (loss)

(55,000)

191,000

Accumulated deficit

(98,342,000)

(112,504,000)

Total stockholders' equity and members' equity.

468,396,000

388,330,000

Noncontrolling interest

1,825,775,000

Total equity

2,294,171,000

207,372,000

388,330,000

Total liabilities, stockholders' equity and members' equity

2,414,285,000

468,376,000

Cash and investments held in Trust Account

Current Assets:

Cash

528,642

1,177,678

Prepaid expenses

234,959

Total current assets

528,642

1,412,637

207,396,459

207,376,213

Total assets

207,925,101

208,788,850

Current liabilities:

Accounts payable and accrued liabilities

15,798,751

893,415

Accrued offering costs

2,230

Total current liabilities

15,798,751

895,645

Warrant liability

31,842,785

22,513,065

Deferred underwriting fee payable

7,258,021

Total liabilities

54,899,557

30,666,731

Class A ordinary shares subject to possible redemption, 20,737,202 shares at $10.00 per share as of October 14, 2021 and December 31, 2020

207,372,020

Total stockholders' equity and members' equity.

Accumulated deficit

(54,346,994)

(29,250,419)

(54,346,476)

(29,249,901)

Total equity

(54,346,476)

(29,249,901)

Total liabilities, stockholders' equity and members' equity

207,925,101

208,788,850

Class A Voting Units

Voting units, value

2,613,000

Class B Voting Units

Voting units, value

182,500,000

Class C Voting Units

Voting units, value

310,104,000

Class A Common Stock

Class A Common Stock | VPC IMPACT ACQUISITION HOLDINGS [Member]

Common stock, value

6,000

Current liabilities:

Class A ordinary shares subject to possible redemption, 20,737,202 shares at $10.00 per share as of October 14, 2021 and December 31, 2020

207,372,020

Class V Common Stock

Common Class B [Member] | VPC IMPACT ACQUISITION HOLDINGS [Member]

Common stock, value

$ 21,000

Net revenues (includes related party net revenues of $71 and affiliate net revenues of $136 and $(2,007), respectively) (1)

Common Stock

$ 518

[1]	As a result of the Business Combination (Note 4), ICE and its affiliates are no longer our affiliates. Refer to Note 8 for our related party disclosures.

Consolidated Balance Sheets (Parentheticals) - $ / shares	Oct. 14, 2021	Dec. 31, 2020
Incentive units, shares authorized		156,000,000
Incentive units, shares issued		103,318,325
Incentive units, shares outstanding		85,875,000
VPC IMPACT ACQUISITION HOLDINGS [Member]
Incentive units, shares authorized	20,737,202	20,737,202
Temporary equity par value (in usd per share)	$ 10.00	$ 10.00
Preferred stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	1,000,000	1,000,000
Preferred Stock, Share Outstanding	0	0
Preferred stock, shares issued	0	0
Class A Voting Units
Voting units, shares authorized		413,000,000
Voting units, shares issued		400,000,000
Voting units, shares outstanding		400,000,000
Class B Voting Units
Voting units, shares authorized		212,500,000
Voting units, shares issued		182,500,000
Voting units, shares outstanding		182,500,000
Class C Voting Units
Voting units, shares authorized		284,000,000
Voting units, shares issued		270,270,270
Voting units, shares outstanding		270,270,270
Class A Common Stock \| VPC IMPACT ACQUISITION HOLDINGS [Member]
Common stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized	200,000,000	200,000,000
Common Class B [Member]
Common stock, shares outstanding	5,184,300	5,184,300
Common Class B [Member] \| VPC IMPACT ACQUISITION HOLDINGS [Member]
Common stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized	20,000,000	20,000,000
Common stock, shares issued (in shares)	5,184,300	5,184,300
Common stock, shares outstanding	5,184,300	5,184,300

Consolidated Statements of Operations - USD ($)

3 Months Ended

5 Months Ended

9 Months Ended

12 Months Ended

Dec. 31, 2021

Dec. 31, 2020

Oct. 14, 2021

Dec. 31, 2020

Revenues:

^[1]

$ 11,481,000

$ 27,956,000

$ 28,495,000

Compensation and benefits

62,180,000

91,275,000

43,141,000

Professional services

3,034,000

5,175,000

5,751,000

Technology and communication

3,056,000

10,384,000

9,741,000

Selling, general and administrative

8,521,000

20,309,000

8,219,000

Depreciation and amortization

1,603,000

24,793,000

13,372,000

5,422,000

9,620,000

8,159,000

^[1]

617,000

1,484,000

3,082,000

Impairment of long-lived assets

1,196,000

3,598,000

15,292,000

Other operating expenses

398,000

1,379,000

857,000

Total operating expenses

86,027,000

168,017,000

107,614,000

Operating loss

(74,546,000)

(140,061,000)

(79,119,000)

Interest income (expense), net

11,000

(247,000)

123,000

Loss from change in fair value of warrant liability

(79,373,000)

Income tax (expense) benefit

832,000

487,000

(218,000)

Loss before income taxes

(153,076,000)

(139,821,000)

(79,214,000)

(11,751,000)

602,000

(391,000)

Net loss

(164,827,000)

(139,219,000)

(79,605,000)

Less: Net loss attributable to noncontrolling interest

(120,832,000)

Net loss attributable to Bakkt Holdings, Inc.

$ (43,995,000)

Net loss per share attributable to Bakkt Holdings, Inc. Class A common stockholders per share:

Basic (in dollars per share)

$ 0.81

Diluted (in dollars per share)

$ 0.81

General and administrative expenses

$ 1,006,862

15,791,577

Other income (expense):

Other Income

4,476

Interest earned on investments held in Trust Account

4,193

20,246

4,193

Transaction Costs allocable to warrant liabilities

(768,391)

768,391

Loss from change in fair value of warrant liability

Operating loss

(1,006,862)

(15,791,577)

(3,090,130)

(9,329,720)

(3,090,130)

Class A [Member] | VPC IMPACT ACQUISITION HOLDINGS [Member]

(3,854,328)

(9,304,998)

Net loss

(4,861,190)

(25,096,575)

$ (4,861,190)

Net loss attributable to Bakkt Holdings, Inc.

$ (3,520,953)

$ (20,077,260)

Net loss per share attributable to Bakkt Holdings, Inc. Class A common stockholders per share:

Weighted average shares outstanding

13,429,289

20,737,202

Basic and diluted net loss per share

$ (0.26)

$ (0.97)

Class B [Member] | VPC IMPACT ACQUISITION HOLDINGS [Member]

Net loss attributable to Bakkt Holdings, Inc.

$ (1,340,237)

$ (5,019,315)

Net loss per share attributable to Bakkt Holdings, Inc. Class A common stockholders per share:

Weighted average shares outstanding

5,111,809

5,184,300

Basic and diluted net loss per share

$ (0.26)

$ (0.97)

[1]	(1)As a result of the Business Combination (Note 4), ICE and its affiliates are no longer our affiliates. Refer to Note 8 for our related party disclosures.

Consolidated Statements of Operations (Parentheticals) - USD ($)	3 Months Ended	9 Months Ended	12 Months Ended
	Dec. 31, 2021	Oct. 14, 2021	Dec. 31, 2020
Income Statement [Abstract]
Related party net revenues	$ 71	$ 136	$ 2,007

Amount of revenue, fees and commissions earned from transactions between (a) a parent company and its subsidiaries; (b) subsidiaries of a common parent; (c) an entity and trusts for the benefit of employees, for example, but not limited to, pension and profit-sharing trusts that are managed by or under the trusteeship of the entity's management; (d) an entity and its principal, owners, management, or members of their immediate families; and (e) affiliates.

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Consolidated Statements of Comprehensive Loss - USD ($) $ in Thousands	3 Months Ended	9 Months Ended	12 Months Ended
	Dec. 31, 2021	Oct. 14, 2021	Dec. 31, 2020
Statement of Comprehensive Income [Abstract]
Net loss	$ (164,827)	$ (139,219)	$ (79,605)
Currency translation adjustment, net of tax	(259)	248	191
Comprehensive loss	(165,086)	$ (138,971)	$ (79,414)
Comprehensive loss attributable to noncontrolling interest	(121,036)
Comprehensive loss attributable to Bakkt Holdings, Inc.	$ (44,050)

Amount after tax of increase (decrease) in equity from transactions and other events and circumstances from net income (loss) and other comprehensive income (loss), attributable to noncontrolling interests. Excludes changes in equity resulting from investments by owners and distributions to owners.

+ References + Details

Amount after tax of increase (decrease) in equity from transactions and other events and circumstances from net income and other comprehensive income. Excludes changes in equity resulting from investments by owners and distributions to owners.

+ References + Details

The consolidated profit or loss for the period, net of income taxes, including the portion attributable to the noncontrolling interest.

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Summary of Significant Accounting Policies

Consolidated Statements of Changes in Members' Equity and Mezzanine Equity - USD ($)	Total	VPC IMPACT ACQUISITION HOLDINGS [Member]	Conversion Of Class A Ordinary Shares And Class B Ordinary Shares Into Class A Common Stock	Class C Voting Units	Common Class A	Class B Ordinary Shares VPC IMPACT ACQUISITION HOLDINGS [Member]	Incentive Units	Member Units	Member Units Conversion Of Class A Ordinary Shares And Class B Ordinary Shares Into Class A Common Stock	Member Units Issuance Of Class V Common Stock For Opco Incentive Units	Member Units Class A Voting Units	Member Units Class B Voting Units	Member Units Class B Voting Units Class B Warrant	Member Units Class C Voting Units	Private and public warrants Class B Warrant	Private and public warrants Class C Warrant	Private and public warrants Class B Ordinary Shares	Accumulated Deficit	Accumulated Deficit VPC IMPACT ACQUISITION HOLDINGS [Member]	Accumulated Other Comprehensive Income	Common Stock Common Class A	Common Stock Common Class A Conversion Of Class A Ordinary Shares And Class B Ordinary Shares Into Class A Common Stock	Common Stock Class V Common Stock	Common Stock Class V Common Stock Issuance Of Class V Common Stock For Opco Incentive Units	Common Stock Class B Ordinary Shares	Common Stock Class B Ordinary Shares VPC IMPACT ACQUISITION HOLDINGS [Member]	Common Stock Class B Ordinary Shares Conversion Of Class A Ordinary Shares And Class B Ordinary Shares Into Class A Common Stock	Common Stock Class A Ordinary Shares	Additional Paid-in Capital	Additional Paid-in Capital VPC IMPACT ACQUISITION HOLDINGS [Member]	Additional Paid-in Capital Conversion Of Class A Ordinary Shares And Class B Ordinary Shares Into Class A Common Stock	Total Stockholders' Equity	Total Stockholders' Equity Conversion Of Class A Ordinary Shares And Class B Ordinary Shares Into Class A Common Stock	Total Stockholders' Equity Issuance Of Class V Common Stock For Opco Incentive Units	Total Stockholders' Equity Incentive Units	Noncontrolling Interest	Noncontrolling Interest Issuance Of Class V Common Stock For Opco Incentive Units
Beginning balance (in shares) at Dec. 31, 2019											400,000,000	182,500,000
Beginning balance at Dec. 31, 2019	$ 10,515,000						$ 10,515,000				$ 1,916,000	$ 182,500,000						$ (32,899,000)														$ 151,517,000
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Issuance of Class A voting units and Issuance of common stock to PIPE investors, net of issuance costs (in shares)														270,270,270
Issuance of Class A voting units and Issuance of common stock to PIPE investors, net of issuance costs											$ 697,000			$ 300,000,000																		697,000
Pushdown accounting resulting from Bridge2 Solutions acquisition (Note 4)														$ 10,104,000																		10,104,000
Issuance of Class B warrant (Note 10)															$ 5,426,000																	5,426,000
Vesting of Class C warrant (Note 10)				$ 300,000,000
Unit-based compensation (Note 11)	10,937,000						10,937,000
Currency translation adjustment, net of tax	191,000																			$ 191,000												191,000
Net loss	(79,605,000)	$ (4,861,190)																(79,605,000)														(79,605,000)
Ending balance (in shares) at Dec. 31, 2020											400,000,000	182,500,000		270,270,270												5,184,300
Ending balance at Dec. 31, 2020	21,452,000										$ 2,613,000	$ 182,500,000		$ 310,104,000			$ 5,426,000	(112,504,000)		191,000												388,330,000			$ 21,452,000
Ending balance at Dec. 31, 2020	388,330,000	(29,249,901)						$ (54,346,000)											$ (29,250,419)							$ 518
Beginning balance (in shares) at Jul. 30, 2020																										0
Beginning balance at Jul. 30, 2020		0																	0
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Forfeiture and cancellation of common units (Note 11) (in shares)						(565,700)																				(565,700)
Forfeiture and cancellation of common units (Note 11)																										$ (57)
Issuance of Class B ordinary shares to Sponsor		25,000																								$ 575				$ 24,425
Issuance of Class B ordinary shares to Sponsor (in shares)																										5,750,000
Accretion for Class A ordinary shares to redemption amount		(24,413,711)																	(24,389,286)											$ (24,425)
Net loss		(4,861,190)																	(4,861,190)
Ending balance (in shares) at Dec. 31, 2020											400,000,000	182,500,000		270,270,270												5,184,300
Ending balance at Dec. 31, 2020	21,452,000										$ 2,613,000	$ 182,500,000		$ 310,104,000			5,426,000	(112,504,000)		191,000												388,330,000			21,452,000
Ending balance at Dec. 31, 2020	$ 388,330,000	(29,249,901)						(54,346,000)											(29,250,419)							$ 518
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net loss		(33,671,616)
Ending balance (in shares) at Mar. 31, 2021																										5,184,300
Ending balance at Mar. 31, 2021		(62,921,517)																	(62,922,035)							$ 518
Incentive units beginning balance (in shares) at Dec. 31, 2020	85,875,000																											20,737,202
Mezzanine equity beginning balance at Dec. 31, 2020	$ 21,452,000
Beginning balance (in shares) at Dec. 31, 2020											400,000,000	182,500,000		270,270,270												5,184,300
Beginning balance at Dec. 31, 2020	21,452,000										$ 2,613,000	$ 182,500,000		$ 310,104,000			$ 5,426,000	(112,504,000)		191,000												388,330,000			$ 21,452,000
Beginning balance at Dec. 31, 2020	388,330,000	(29,249,901)						(54,346,000)											(29,250,419)							$ 518
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Issuance of Class A voting units and Issuance of common stock to PIPE investors, net of issuance costs											$ 185,000																					185,000
Exercise of warrants (Notes 9) (in shares)													9,953,454
Exercise of warrants (Note 9)													$ 5,426,000		$ (5,426,000)
Vesting of Class C warrant (Note 10)	969,000															$ 969,000
Unit-based compensation (Note 11)	26,538,000						26,538,000
Issuance of Class B ordinary shares to Sponsor		25,000
Currency translation adjustment, net of tax	248,000																			248,000												248,000
Net loss	(139,219,000)	(25,096,575)																(139,219,000)														(139,219,000)
Ending balance (in shares) at Oct. 14, 2021											400,000,000	192,453,454		270,270,270											5,184,300	5,184,300
Ending balance at Oct. 14, 2021	47,990,000						47,990,000				$ 2,798,000	$ 187,926,000		$ 310,104,000		969,000		(251,723,000)		439,000												250,513,000
Ending balance at Oct. 14, 2021	$ 207,372,000	(54,346,476)																(54,347,000)	(54,346,994)						$ 1,000	$ 518						(54,346,000)
Incentive units beginning balance (in shares) at Dec. 31, 2020	85,875,000																											20,737,202
Mezzanine equity beginning balance at Dec. 31, 2020	$ 21,452,000
Beginning balance (in shares) at Mar. 31, 2021																										5,184,300
Beginning balance at Mar. 31, 2021		(62,921,517)																	(62,922,035)							$ 518
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net loss		21,269,658
Ending balance (in shares) at Jun. 30, 2021																										5,184,300
Ending balance at Jun. 30, 2021		(41,651,859)																	(41,652,377)							$ 518
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net loss		(483,148)
Ending balance (in shares) at Sep. 30, 2021																										5,184,300
Ending balance at Sep. 30, 2021		(42,135,007)																	(42,135,525)							$ 518
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net loss		(12,211,469)
Ending balance (in shares) at Oct. 14, 2021											400,000,000	192,453,454		270,270,270											5,184,300	5,184,300
Ending balance at Oct. 14, 2021	47,990,000						$ 47,990,000				$ 2,798,000	$ 187,926,000		$ 310,104,000		$ 969,000		(251,723,000)		439,000												250,513,000
Ending balance at Oct. 14, 2021	$ 207,372,000	$ (54,346,476)																(54,347,000)	$ (54,346,994)						$ 1,000	$ 518						(54,346,000)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Issuance of Class A voting units and Issuance of common stock to PIPE investors, net of issuance costs (in shares)																					32,500,000
Issuance of Class A voting units and Issuance of common stock to PIPE investors, net of issuance costs								312,000,000		$ 107,879,000											$ 3			$ 2,000					$ 311,997,000			312,000,000		$ 2,000			$ 107,877,000
Exercise of warrants (Notes 9) (in shares)																					7,194,928
Exercise of warrants (Note 9)								130,908,000													$ 1								130,907,000			130,908,000
Conversion of stock (in shares)	17,473,362				7,194,928																	17,469,460	189,933,286				(5,184,300)
Conversion of stock																											$ (1,000)
Share-based compensation (Note 11)								1,022,000																					1,022,000			1,022,000
Unit-based compensation (Note 11)								46,786,000																												$ 46,786,000
Forfeiture and cancellation of common units (Note 11) (in shares)																							(1,134,856)
Forfeiture and cancellation of common units (Note 11)								(4,602,000)																												(4,602,000)
Currency translation adjustment, net of tax	$ (259,000)							(259,000)												(55,000)												(55,000)				(204,000)
Net loss	(164,827,000)							(164,827,000)										(43,995,000)														(43,995,000)				(120,832,000)
Ending balance (in shares) at Dec. 31, 2021																					57,164,388		206,271,792
Ending balance at Dec. 31, 2021								2,294,171,000										$ (98,342,000)		$ (55,000)									$ 566,766,000			468,396,000				1,825,775,000
Ending balance at Dec. 31, 2021	2,294,171,000																				$ 6		$ 21,000
Mezzanine equity beginning balance at Oct. 14, 2021	207,372,000
Increase (Decrease) in Temporary Equity [Roll Forward]
Redemption of Class A ordinary shares (Note 4)	$ (84,530,000)
Redemption of Class A ordinary shares (Note 4) (in shares)	(8,452,042)
Conversion of Class A ordinary shares and Class B ordinary shares into Class A common stock (Note 4)	$ (122,842,000)		$ (122,842,000)					$ 1,796,769,000	$ 122,841,000													$ 2,000	$ 19,000								$ 122,840,000	$ 19,000	$ 122,841,000			$ 1,796,750,000
Conversion of Class A ordinary shares and Class B ordinary shares into Class A common stock (Note 4) (in shares)	(12,285,160)

Consolidated Statements of Cash Flows - USD ($)	3 Months Ended	9 Months Ended	12 Months Ended
Consolidated Statements of Cash Flows - USD ($)	Dec. 31, 2021	Oct. 14, 2021	Dec. 31, 2020
Cash flows from operating activities:
Net loss	$ (164,827,000)	$ (139,219,000)	$ (79,605,000)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization expense	5,422,000	9,512,000	7,973,000
Non-cash lease expense	249,000	946,000	1,388,000
Share-based compensation expense (Note 11)	1,022,000
Unit-based compensation expense (Note 11)	44,892,000	33,877,000	11,649,000
Recognition of affiliate capital contribution (Note 8)		185,000	697,000
Amortization of customer consideration asset (Note 10)		1,743,000	388,000
Deferred income taxes	11,733,000	0	(354,000)
Impairment of long-lived assets	1,196,000	3,598,000	15,292,000
Acquisition-related expenses			1,378,000
Unrealized gain on investment in shares of affiliate stock (Note 8)			(628,000)
Loss on sale of shares of affiliate stock		63,000
Loss from change in fair value of warrant liability	79,373,000
Gain on extinguishment of software license liability	(1,301,000)
Modification and vesting of Class C warrant (Note 10)		969,000
Cancellation of common units	(192,000)
Other	(129,000)	655,000	117,000
Changes in operating assets and liabilities:
Accounts receivable	(1,133,000)	(6,601,000)	(264,000)
Other receivable			115,000
Prepaid insurance	(31,121,000)	(351,000)	(580,000)
Deposits with clearinghouse affiliate		20,199,000	11,002,000
Accounts payable and accrued liabilities	(19,728,000)	23,292,000	16,076,000
Due to related party (affiliate in Predecessor periods) (1)	(1,696,000)	457,000	(7,927,000)
Deferred revenues	24,000	1,038,000	(4,331,000)
Operating lease liabilities.	(12,000)	(822,000)	(1,192,000)
Customer funds payable	124,000	345,000	81,000
Other assets and liabilities (Note 11)	(7,283,000)	(801,000)	(2,215,000)
Net cash used in operating activities	(83,387,000)	(50,915,000)	(30,940,000)
Cash flows from investing activities:
Capitalized internal-use software development costs and other capital expenditures	(3,578,000)	(12,109,000)	(20,569,000)
Proceeds from maturities of short-term investments			1,988,000
Proceeds from disposal of assets		8,000
Proceeds from sale of shares of affiliate stock		1,759,000
Cash acquired through Business Combination	30,837,000		10,652,000
Net cash provided by (used in) investing activities	27,259,000	(10,342,000)	(7,929,000)
Cash flows from financing activities:
Payment of finance lease liability	(404,000)	(97,000)	(313,000)
Repurchase of redeemed Class A ordinary shares	(84,530,000)
Payment of deferred underwriting fee	(7,258,000)
Proceeds from the exercise of warrants (Note 9)	37,117,000
Proceeds from PIPE, net of issuance costs (Note 4)	312,000,000
Proceeds from issuance of Class C voting units (Note 10)			37,800,000
Net cash provided by (used in) financing activities	256,925,000	(97,000)	37,487,000
Effect of exchange rate changes	(307,000)	248,000	191,000
Net increase (decrease) in cash, cash equivalents, restricted cash and customer funds	200,490,000	(61,106,000)	(1,191,000)
Cash, cash equivalents, restricted cash and customer funds at the beginning of the period	30,837,000	91,943,000
Cash, cash equivalents, restricted cash and customer funds at the end of the period	408,415,000	30,837,000	91,943,000
Supplemental disclosure of cash flow information:
Non-cash operating lease right-of-use asset acquired	10,347,000	0	2,991,000
Supplemental disclosure of non-cash investing and financing activity:
Issuance of Class A voting units in exchange of capital contribution (Note 10)		26,000	697,000
Capitalized internal-use software development costs and other capital expenditures included in accounts payable and accrued liabilities.	1,929,000	1,809,000	1,564,000
Issuance of Class B warrant			5,426,000
Cashless exercise of private placement warrants	64,978,000		260,811,000
Reconciliation of cash, cash equivalents, restricted cash and customer funds to consolidated balance sheet:
Cash and cash equivalents	391,364,000	13,911,000	75,361,000
Restricted cash	16,500,000	16,500,000	16,500,000
Customer funds	551,000	426,000	82,000
Total cash, cash equivalents, restricted cash and customer funds	408,415,000	30,837,000	91,943,000
Previously Reported [Member]
Cash flows from financing activities:
Cash, cash equivalents, restricted cash and customer funds at the beginning of the period	207,925,000	91,943,000	93,134,000
Cash, cash equivalents, restricted cash and customer funds at the end of the period		207,925,000	91,943,000
Reconciliation of cash, cash equivalents, restricted cash and customer funds to consolidated balance sheet:
Total cash, cash equivalents, restricted cash and customer funds		207,925,000	91,943,000
VPC IMPACT ACQUISITION HOLDINGS [Member]
Cash flows from operating activities:
Net loss		(25,096,575)	(4,861,190)
Adjustments to reconcile net loss to net cash used in operating activities:
Loss from change in fair value of warrant liability		9,329,720	3,090,130
Formation cost paid by Sponsor in exchange for issuance of founder shares		0	6,606
Interest earned on investments held in Trust Account		20,246	4,193
Transaction Costs Allocable To Warrant Liabilities		0	768,391
Changes in operating assets and liabilities:
Prepaid insurance		234,959	(234,959)
Accounts payable and accrued liabilities		14,903,106	893,415
Net cash used in operating activities		(649,036)	(341,800)
Cash flows from investing activities:
Investment of cash into Trust Account		0	(207,372,020)
Net cash provided by (used in) investing activities		0	(207,372,020)
Cash flows from financing activities:
Proceeds from sale of Units, net of underwriting discount paid		0	203,224,580
Proceeds from sale of Private Placement Units		0	6,147,440
Payment of offering costs		0	(397,793)
Repayment of promissory note – related party		0	(82,729)
Net cash provided by (used in) financing activities		0	208,891,498
Net increase (decrease) in cash, cash equivalents, restricted cash and customer funds		(649,036)	1,177,678
Cash, cash equivalents, restricted cash and customer funds at the beginning of the period	$ 528,642	1,177,678	0
Cash, cash equivalents, restricted cash and customer funds at the end of the period		528,642	1,177,678
Reconciliation of cash, cash equivalents, restricted cash and customer funds to consolidated balance sheet:
Total cash, cash equivalents, restricted cash and customer funds		528,642	1,177,678
Noncash Investing and Financing Items [Abstract]
Deferred underwriting fee payable		0	20,960,000
Offering costs paid through promissory note		0	7,258,021
Offering costs paid by sponsor in exchange for issuance of Founder Shares		0	82,729
Offering costs included in accrued offering costs		$ 0	18,394
Offering costs included in accrued offering costs			2,230
Initial classification of warrant liabilities			$ (57)

Organization and Description of Business	9 Months Ended	12 Months Ended
Organization and Description of Business	Oct. 14, 2021	Dec. 31, 2021
Organization and Description of Business		1. Organization and Description of Business Organization VPC Impact Acquisition Holdings (“VIH”) was a blank check company incorporated as a Cayman Islands exempted company on July 31, 2020. VIH was incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities. VIH’s sponsor was VPC Impact Acquisition Holdings Sponsor, LLC (the “Sponsor”). The registration statement for VIH’s Initial Public Offering was declared effective on September 22, 2020. On September 25, 2020, VIH consummated the Initial Public Offering of 20,000,000 units (the “Units”), generating gross proceeds of $200.0 million. Simultaneously with the closing of the Initial Public Offering, VIH consummated the sale of 6,000,000 warrants (the “private placement warrants”) at a price of $1.00 per Private Placement Warrant in a private placement to the Sponsor, generating gross proceeds of $6.0 million. On September 29, 2020, the underwriters notified VIH of their intention to partially exercise their over-allotment option on October 1, 2020. As such, on October 1, 2020, VIH consummated the sale of an additional 737,202 Units, at $10.00 per Unit, and the sale of an additional 147,440 private placement warrants, at $1.00 per Private Warrant, generating total gross proceeds of $7.5 million. Following the closing of the Initial Public Offering on September 25, 2020 and the partial exercise of the underwriter’s over-allotment on October 1, 2020, an amount of approximately $207.4 million ($10.00 per Unit) from the proceeds of the sale of the Units in the Initial Public Offering and the sale of the private placement warrants, net of transaction costs, was placed in a trust account (the “Trust Account”). On October 15, 2021 (the “Closing Date”), VIH and Bakkt Opco Holdings, LLC and its operating subsidiaries (f/k/a Bakkt Holdings, LLC, “Opco”) consummated a business combination (the “Business Combination”) contemplated by the definitive Agreement and Plan of Merger entered into on January 11, 2021 (as amended, the “Merger Agreement”). In connection with the finalization of the Business Combination, VIH changed its name to “Bakkt Holdings, Inc.” and changed its jurisdiction of incorporation from the Cayman Islands to the State of Delaware (the “Domestication”). Unless the context otherwise provides, “we,” “us,” “our,” “Bakkt”, the “Company” and like terms refer (i) prior to the Closing Date, to Opco and its subsidiaries and (ii) after the Closing Date, to Bakkt Holdings, Inc. and its subsidiaries, including Opco. Immediately following the Domestication, we became organized in an umbrella partnership corporation, or “up-C,” 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 Business Combination, a portion of VIH shares were exchanged for cash for shareholders who elected to execute their redemption right. The remaining VIH shares were exchanged for newly issued shares of our Class A common stock. Additionally, all outstanding membership interests and rights to acquire membership interests in Opco were exchanged for Opco common units and an equal number of newly issued shares of our Class V common stock. The existing owners of Opco other than Bakkt are considered noncontrolling interests in the accompanying consolidated financial statements (the “financial statements”). Refer to Note 4 for further discussion on the Business Combination. Our Class A common stock and warrants are listed on the New York Stock Exchange under the ticker symbols “BKKT” and “BKKT WS,” respectively. Description of Business We offer a platform with three complementary aspects—a digital asset marketplace, a loyalty redemption service, and an alternative payment method. Digital Asset Marketplace . Our digital asset marketplace enables participants to seamlessly transact in a growing universe of digital assets and has applications for individual consumers, businesses and institutions. Through Bakkt Trust Company LLC (“Bakkt Trust”), we have an institutional-grade custodian for bitcoin and ether. Bakkt Trust is a New York limited-purpose trust company that is chartered by and subject to the supervision and oversight of the New York Department of Financial Services (“NYDFS”). In September 2019, Bakkt Trust, along with ICE Futures U.S., Inc. (“IFUS”) and ICE Clear US, Inc. (“ICUS”), both of which are wholly-owned subsidiaries of ICE, brought to market an institutional-grade, regulated infrastructure for trading, clearing, and custody services for bitcoin. Bakkt Trust acts as a qualified custodian for bitcoin, which enables Bakkt Trust to offer end-to-end regulated, physically-delivered bitcoin futures and options contracts to financial institutions and market makers. In addition, Bakkt Trust offers non-trading- related, standalone custody of bitcoin and ether to institutions and certain high net worth individuals in cryptoassets, subject to NYDFS regulatory oversight. Loyalty Redemption . Our loyalty redemption service, an institutional-grade loyalty platform born out of our acquisition of Bridge2 Solutions in February 2020 (Note 4), provides seamless and cost-effective options for consumers to use their loyalty points. Our loyalty redemption platform, which is cloud-based and delivered through major web browsers and mobile devices, connects loyalty programs to leading commerce partners allowing consumers to redeem a spectrum of loyalty currencies for merchandise, services and gift cards. Alternative Payments . Our alternative payments platform provides choice and convenience to both consumers and merchants. Through Bakkt Marketplace, LLC (“Bakkt Marketplace”), we have an integrated platform that enables consumers and enterprises to transact in digital assets. Alternative payments users have a digital wallet that enables them to purchase, sell, convert, and or spend digital assets. Users can also use their digital wallet to spend fiat currency with various retailers and convert loyalty and rewards points into fiat currency. We have received money transmitter licenses from all states throughout the U.S. where such licenses are required, have obtained a New York State virtual currency license, and are 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 within the consumer app.
VPC IMPACT ACQUISITION HOLDINGS [Member]
Organization and Description of Business	NOTE 1—DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS VPC Impact Acquisition Holdings (now known as BAKKT holdings Inc.) (the “Company”) is a blank check company incorporated as a Cayman Islands exempted company on July 31, 2020. The Company was incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities (a “Business Combination”). On January 11, 2021, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”), with Pylon Merger Company LLC, a Delaware limited liability company and a direct wholly owned subsidiary of the Company (“Merger Sub”), and Bakkt Holdings, LLC, a Delaware limited liability company (“Bakkt”), a transformative digital asset marketplace launched in 2018 by Intercontinental Exchange, Inc. (“ICE”) and a group of investors and strategic partners (see Note 6). The Company is not limited to a particular industry or sector for purposes of consummating a Business Combination. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. Business Combination On October 15, 2021 (the “Closing Date”), VPC Impact Acquisition Holdings (“VIH”) consummated the previously announced merger (the “Merger”) pursuant to that certain Agreement and Plan of Merger, dated as of January 11, 2021 (as amended, the “Merger Agreement”), by and among VIH, Pylon Merger Company LLC, a Delaware corporation and direct wholly owned subsidiary of VIH (“Merger Sub”), and Bakkt Opco Holdings, LLC, a Delaware limited liability corporation (f/k/a Bakkt Holdings, LLC) (“Opco”) (the Merger and other transactions contemplated by the Merger Agreement, collectively the “Business Combination”). As contemplated by the Merger Agreement and described in the section entitled “Domestication Proposal” beginning on page 167 of the final prospectus and definitive proxy statement, dated September 17, 2021 (the “Proxy Statement”) as filed with the Securities and Exchange Commission (the “SEC”), VIH filed on October 14, 2021 a notice of deregistration and necessary accompanying documents with the Cayman Islands Registrar of Companies, and on the Closing Date, a certificate of incorporation (the “Certificate of Incorporation”) and a certificate of corporate domestication with the Secretary of State of the State of Delaware, under which VIH was domesticated and continues as a Delaware corporation (the “Domestication”), changing its name to “Bakkt Holdings, Inc.” (the “Company,” “we,” “us,” and “our”). As a result of and upon the effective time of the Domestication (the “Effective Time”), (a) each unit of VIH issued and outstanding immediately prior to the Effective Time was automatically separated into the underlying Class A Ordinary Share, par value $0.0001 per share, of VIH (each, a “VIH Class A Ordinary Share”) and one-half of a redeemable warrant exercisable for a VIH Class A Ordinary Share (“VIH Warrants”); (b) each VIH Class A Ordinary Share issued and outstanding immediately prior to the Effective Time automatically converted into one share of the Company’s Class A Common Stock, par value $0.0001 per share (“Class A Common Stock”), (provided that each VIH Class A Ordinary Share owned by Public Shareholders (as defined in the Proxy Statement) who validly elected to redeem their VIH Class A Ordinary Shares was redeemed for cash in an amount equal to approximately $10.01 per VIH Class A Ordinary Share (collectively, the “Redemption”)); (c) each Class B Ordinary Share, par value $0.0001 per share, of VIH issued and outstanding immediately prior to the Effective Time was automatically converted into one share of Class A Common Stock; (d) each VIH Warrant was automatically converted into a redeemable warrant exercisable for one share of Class A Common Stock (“Public Warrants”) on the same terms as and subject to the same conditions as were in effect prior to such conversion; and (e) each Private Placement Warrant (as defined in the Proxy Statement and, together with the Public Warrants, the “Warrants”) issued and outstanding prior to the Effective Time was automatically converted into a warrant exercisable for one share of Class A Common Stock on the same terms and subject to the same conditions as were in effect prior to such conversion. In connection with the Merger, all outstanding membership interests and rights to acquire membership interests in Opco were exchanged for an aggregate of 208,200,000 common units of Opco (“Opco Common Units”) and an equal number of newly issued shares of the Company’s Class V Common Stock, par value $0.0001 per share (“Class V Common Stock”), which are non-economic, voting shares of the Company, of which 207,406,648 are outstanding and 793,352 reserved for issuance upon the exercise of a warrant agreement. Each Opco Common Unit, when coupled with one share of Class V Common Stock is referred to as a “Paired Interest.” Paired Interests may be exchanged for one share of Class A Common Stock or the Cash Amount (as defined in the Proxy Statement) in accordance with the Third Amended and Restated Limited Liability Company Agreement of Opco (the “Opco LLC Agreement”) and the Exchange Agreement (the “Exchange Agreement”). Following the closing of the Business Combination (the “Closing”), the Company became organized in what is commonly referred to as an umbrella partnership corporation, or “up-C,” structure in which substantially all of the assets and the business of the Company are held by Opco and its subsidiaries, and the Company’s only direct assets consist of Opco Common Units and its managing member interest in Opco. Following the Closing, the Company owned approximately 19.4% of the Opco Common Units and with the remaining Opco Common Units being owned by the equity owners of Opco prior to the Merger. PIPE Investment On the Closing Date, a number of purchasers (the “PIPE Investors,” which included certain equity holders of VIH and Opco) purchased from the Company an aggregate of 32,500,000 shares of Class A Common Stock (the “PIPE Shares”), for a purchase price of $10.00 per share and an aggregate purchase price of $325 million (the “PIPE Investment”), pursuant to separate subscription agreements (each, a “Subscription Agreement”) entered into on January 11, 2021. Pursuant to the Subscription Agreements, the Company gave certain registration rights to the PIPE Investors with respect to the PIPE Shares. The offering of the PIPE Shares was not registered under the Securities Act, in reliance upon the exemption provided in Section 4(a)(2) of the Securities Act. The PIPE Investment was consummated following the Effective Time and immediately prior to the Closing. Business Prior to the Business Combination All activity from inception through October 14, 2021 relates to the Company’s formation, its initial public offering (“Initial Public Offering”), which is described below, and subsequent to the Initial Public Offering, identifying a target company for a Business Combination. The Company will not generate any operating revenues until after the completion of a Business Combination and consummating the acquisition of BAKKT Holdings Inc. The registration statement for the Company’s Initial Public Offering was declared effective on September 22, 2020. On September 25, 2020 the Company consummated the Initial Public Offering of 20,000,000 units (the “Units” and, with respect to the Class A ordinary shares included in the Units sold, the “Public Shares”), generating gross proceeds of $200,000,000 which is described in Note 3. Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 6,000,000 warrants (the “Private Placement Warrants”) at a price of $1.00 per Private Placement Warrant in a private placement to VPC Impact Acquisition Holdings Sponsor, LLC (the “Sponsor”), generating gross proceeds of $6,000,000, which is described in Note 4. On September 29, 2020, the underwriters notified the Company of their intention to partially exercise their over-allotment option on October 1, 2020. As such, on October 1, 2020, the Company consummated the sale of an additional 737,202 Units, at $10.00 per Unit, and the sale of an additional 147,440 Private Placement Warrants, at $1.00 per Private Warrant, generating total gross proceeds of $7,519,460. Transaction costs charged to equity amounted to $11,906,607, consisting of $4,147,440 of underwriting fees, $7,258,021 of deferred underwriting fees and $501,146 of other offering costs. Following the closing of the Initial Public Offering on September 25, 2020 and the partial exercise of the underwriter’s over-allotment on October 1, 2020, an amount of $207,372,020 ($10.00 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Placement Warrants was placed in a trust account (the “Trust Account”) and invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 185 days or less, or in any open-ended investment company that holds itself out as a money market fund investing solely in U.S. Treasuries and meeting certain conditions under Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earliest of: (i) the completion of a Business Combination and (ii) the distribution of the funds in the Trust Account. Liquidity and Capital Resources As of October 14, 2021, the Company had $528,642 in its operating bank accounts and working capital deficit of $15,270,109 million. Prior to the completion of the Initial Public Offering, the Company’s liquidity needs had been satisfied through a contribution of $25,000 from Sponsor to cover for certain formation and offering costs in exchange for the issuance of the Founder Shares, the loan of up to $300,000 from the Sponsor pursuant to the Note (see Note 5), and the proceeds from the consummation of the Private Placement not held in the Trust Account. The Note was repaid on September 25, 2020. Until the consummation of the Business Combination, the Company used the funds not held in the Trust Account for identifying and evaluating target businesses, performing due diligence on prospective target businesses, traveling to and from the offices, plants or similar location of prospective target businesses or their representatives or owners, reviewing corporate documents and material agreements of prospective target businesses and structuring, negotiating and completing a Business Combination, which was the Business Combination with BAKKT Holdings Inc. The Company completed its Business Combination on October 15, 2021 and has raised sufficient capital for its operations.

Summary of Significant Accounting Policies

9 Months Ended

12 Months Ended

Oct. 14, 2021

Dec. 31, 2021

2. Summary of Significant Accounting Policies

Basis of Presentation and Consolidation

As a result of the Business Combination, we evaluated if VIH or Opco is the predecessor for accounting purposes. In connection therewith, we considered the application of Rule 405 of Regulation C, the interpretive guidance of the staff of the SEC, including factors for registrants to consider in determining the predecessor, and analyzed the following: (1) the order in which the entities were acquired, (2) the size of the entities, (3) the fair value of the entities, (4) the historical and ongoing management structure, and (5) how management discusses our business in this Form

10-K.

In considering the foregoing principles of predecessor determination in light of our specific facts and circumstances, we determined that Opco is the predecessor for accounting purposes. The financial statement presentation includes the financial statements of Opco as “Predecessor” for periods prior to the Closing Date and the financial statements of the Company as “Successor” for the period after the Closing Date, including the consolidation of Opco. Refer to Note 4 for further discussion on the Business Combination.

The financial statements are prepared in accordance with United States generally accepted accounting principles (“U.S. GAAP”) and include the accounts of the Company and our subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. In addition, certain reclassifications of amounts

previously reported have been made to the accompanying consolidated financial statements in order to conform to current presentation.

In the opinion of management, all adjustments (consisting of normal recurring accruals), considered necessary for a fair presentation have been included. The historical financial information is not necessarily indicative of our future results of operations, financial position, and cash flows.

Use of Estimates

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. We base our estimates on historical experience and various other assumptions that we believe to be reasonable under the circumstances. The inputs into our estimates consider the economic implications of

COVID-19

on our critical and significant accounting estimates. Additionally, subsequent to December 31, 2021, there has been a military conflict in Eastern Europe that may have an impact on our operations. As of the date of issuance, the conflict is still ongoing and thus there is uncertainty as to the ultimate impact to us. The significant estimates and assumptions that affect the financial statements may include, but are not limited to, those that are related to income tax valuation allowances, useful lives of intangible assets and property, equipment and software, fair value of financial assets and liabilities, determining provision for doubtful accounts, valuation of acquired tangible and intangible assets, the impairment of intangible assets and goodwill, and fair market value of Opco common units, incentive units and participation units. Actual results may materially differ from management’s estimates.

Segment Information

We operate in one operating and reportable segment. Operating segments are defined as components of an enterprise about which separate financial information is evaluated regularly by the chief operating decision maker, who is our chief executive officer (“CEO”), in deciding how to allocate resources and assessing performance. Further, all material operations are within the United States. Our chief operating decision maker allocates resources and assesses performance based upon discrete financial information at the consolidated level.

Cash and Cash Equivalents and Restricted Cash

We consider all short-term, highly liquid investments with maturities from the purchase date of three months or less to be cash equivalents. Cash equivalents consists of amounts invested in money market funds of $343.1 million and $38.8 million as of December 31, 2021 and 2020, respectively.

We classify all cash and cash equivalents that are not available for immediate or general business use as restricted. The restricted cash includes amounts set aside due to regulatory requirements (Note 13).

Customer Funds and Customer Funds Payable

Customer funds represents fiat currency deposited in digital wallets. In accordance with state money transmitter laws, we may invest customer cash deposits in certain permissible investments. As of December 31, 2021, we have not made any such investments. We classify the assets as current since they are readily available for customer use with a corresponding customer funds payable liability.

Translation of Foreign Currencies and Foreign Currency Transactions

Our foreign subsidiaries’ functional currencies are their respective local currencies. The assets and liabilities of foreign subsidiaries are translated into U.S. dollars at the exchange rate at the balance sheet date. Revenue and expenses are translated using average monthly rates. Translation adjustments are included in “Accumulated other comprehensive income” in the balance sheets and reflected as “Currency translation adjustment, net of tax” in the accompanying consolidated statements of operations (the “statements of operations”).

Transactions denominated in currencies other than the functional currency are remeasured based on the exchange rates at the time of the transaction. Monetary assets and liabilities are translated at the rate in effect at the balance sheet date, with subsequent changes in exchange rates resulting in transaction gains or losses, which are included in “Other income (expense), net” in the statements of operations and comprehensive loss.

Non-monetary

assets and liabilities are translated at historical rates and revenue and expenses are translated at average rates in effect during each reporting period.

Accounts Receivable and Allowance for Doubtful Accounts

We classify rights to consideration in exchange for services or goods as accounts receivables. Accounts receivable are rights to consideration that are unconditional (i.e., only the passage of time is required before payment is due). “Accounts receivable, net” includes billed and contract assets (i.e., unbilled receivables), net of an estimated allowance for doubtful accounts. We calculate the allowance using the current expected credit loss model. It is based upon historical loss patterns, the number of days that billings are past due, an evaluation of the potential risk of loss associated with delinquent accounts and incorporates the use of forward-looking information over the contractual term of our accounts receivable. Receivables are

written-off

and charged against our recorded allowance when we have exhausted collection efforts without success. The allowance for doubtful accounts was approximately $0.2 million and $0.2 million as of December 31, 2021 and 2020, respectively. There were no write-offs of receivables during the periods from October 15, 2021 through December 31, 2021 and January 1, 2021 through October 14, 2021, and the year ended December 31, 2020, respectively.

Property, Equipment and Software, Net

Property, equipment and software are stated at cost, less accumulated depreciation and amortization.

Costs related to software we develop or obtain for internal use and such costs are included in “Property, equipment and software, net”. Costs incurred during the preliminary or maintenance development stage are expensed, and costs incurred during the application development stage are capitalized and are amortized over the useful life of the software.

Depreciation and amortization are computed using the straight-line method over the following estimated useful lives of assets:


	Successor	Predecessor
	December 31, 2021	December 31, 2020
Internal use software	3-7 years	3-7 years
Purchased software	3 years	3 years
Assets under finance lease	2-5 years	2-5 years
Office, furniture and equipment	7-10 years	7-10 years
Leasehold improvements	7 years	7 years
Other computer and network equipment	3 years	3 years

Impairment of Long-Lived Assets

Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying value of the asset may not be recoverable. The period of depreciation and amortization of long-lived assets is evaluated to determine whether events or circumstances warrant revised estimates of useful lives. When indicators of impairment are present, the recoverability of our long-lived assets is determined by comparing the carrying value of the long-lived assets to total amount of undiscounted net cash flows expected to result from the use of the assets and their eventual disposition. If the estimated future undiscounted cash flows demonstrate the long-lived assets are not recoverable, an impairment loss would be calculated based on the excess of the carrying amounts of the long-lived assets over their fair value. We recorded impairment charges of approximately

$1.2 million, $3.6 million and $15.3 million related to long-lived assets during the periods from October 15, 2021 through December 31, 2021 and January 1, 2021 through October 14, 2021, and the year ended December 31, 2020, respectively (Note 6).

Leases

In accordance with ASU

2016-02,

Leases (Topic 842)

, we determine if an arrangement is a lease and whether it is classified as finance or operating at the inception of the contract. We recognize the lease at its commencement date on the balance sheet as a liability for our obligation related to the lease and a corresponding asset representing our right to use the underlying asset over the period of use. Leases with an initial term of 12 months or less are not recorded on the balance sheet and the lease expense for these leases is recognized on a straight-line basis over the lease term.

The lease liability for each lease is recognized as the present value of the lease payments not yet paid at the commencement date. The

right-of-use

(“ROU”) asset for each lease is recorded at the amount equal to the initial measurement of lease liability, adjusted for balances of prepaid rent, lease incentives received and initial direct costs incurred.

When determining lease term, we consider renewal options that are reasonably certain to exercise and termination options that are reasonably certain to not be exercised, in addition to the

non-cancellable

lease term.

For operating leases, expense is generally recognized on a straight-line basis over the lease term, and is recorded within “Selling, general and administrative”. For finance leases, interest on lease liability is recognized using the effective interest method, while the ROU asset is amortized on a straight-line basis over the shorter of the useful life of the ROU asset or the lease term. Interest on lease liability is recorded within “Interest income (expense), net”, and amortization of

right-of-use

assets is recorded within “Depreciation and amortization”.

Business Combinations

We account for our business combinations using the acquisition accounting method, which requires us to determine the fair value of identifiable assets acquired and liabilities assumed, including any contingent consideration, to properly allocate the purchase price to the individual assets acquired and liabilities assumed and record any residual purchase price as goodwill in accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 805,

Business Combinations

. We identify and attribute fair values and estimated lives to the intangible assets acquired and allocates the total cost of an acquisition to the underlying net assets based on their respective estimated fair values. Determining the fair value of assets acquired and liabilities assumed requires management’s judgment and involves the use of significant estimates, including projections of future cash inflows and outflows, discount rates and asset lives. These determinations will affect the amount of amortization expense recognized in future periods. We base our fair value estimates on assumptions we believe are reasonable but recognizes that the assumptions are inherently uncertain.

For business combinations effected through a common control transaction, we measure the recognized net assets of the acquiree at the carrying amounts of the net assets previously recognized by our related party. We reflect the operations of entities acquired through a common control transaction in our financial statements as of the first date in the reporting period or as of the date that the entity was acquired by our related party, as applicable.

If the initial accounting for the business combination has not been completed by the end of the reporting period in which the business combination occurs, provisional amounts are reported to present information about facts and circumstances that existed as of the acquisition date. Once the measurement period ends, which in no case extends beyond one year from the acquisition date, revisions to the accounting for the business combination are recorded in earnings.

All acquisition-related costs, other than the costs to issue debt or equity securities, are accounted for as expenses in the period in which they are incurred.

Goodwill and Intangible Assets

Goodwill and intangible assets that have indefinite useful lives are accounted for in accordance with ASC 350,

Intangibles — Goodwill and Other

. We allocate the cost of an acquired entity to the assets acquired and liabilities assumed based on their estimated fair values at the date of acquisition. The excess of the acquisition consideration transferred over the fair value of the net assets acquired, including other intangible assets, is recorded as goodwill. Goodwill is tested for impairment at the reporting unit level, and we are organized and operate as a single reporting unit. Goodwill and indefinite-lived intangible assets are tested at least annually or more frequently when events or circumstances occur that indicate that it is more likely than not that an impairment has occurred. In assessing goodwill and intangible assets for impairment, we first assess qualitative factors to determine whether it is necessary to perform the quantitative impairment test. In the qualitative assessment, we may consider factors such as economic conditions, industry and market conditions and developments, overall financial performance and other relevant entity-specific events in determining whether it is more likely than not that the fair value of the reporting unit is less than the carrying amount. Should we conclude that it is more likely than not that the recorded goodwill and intangible assets amounts have been impaired, we would perform the impairment test. An impairment loss is recognized in earnings if the estimated fair value of a reporting unit or indefinite lived intangible asset is less than the carrying amount of the reporting unit or intangible asset. Significant judgment is applied when goodwill and intangible assets are assessed for impairment.

Identifiable intangible assets with finite lives are amortized on a straight-line basis over their estimated useful lives and are also reviewed at least annually for impairment or more frequently if conditions exist that indicate that an asset may be impaired.

We did not record any impairment charges related to goodwill and intangible assets during the periods from October 15, 2021 through December 31, 2021 and January 1, 2021 through October 14, 2021, and the year ended December 31, 2020, respectively.

Revenue Recognition

We recognize revenue when we transfer promised goods or services to customers in an amount that reflects the consideration to which we expect to be entitled in exchange for those goods or services.

Digital asset marketplace

Digital asset marketplace revenues are derived from the Triparty agreement and our custody services.

Triparty Agreement:

The Digital Currency Trading, Clearing, and Warehouse Services Agreement with IFUS and ICUS (the “Triparty Agreement”) governs the trading, clearing and custody services for physically-delivered bitcoin futures contracts and options contracts (collectively, “PDF Contracts”). While our performance obligation to IFUS and ICUS is comprised of several related promises as described in Note 8, we have concluded that we have a single performance obligation to provide a stand-ready custody function that supports the trading and clearing services as required for the PDF Contracts for parties that trade PDF Contracts (“PDF Contract Traders”), so that IFUS can execute its trading services and ICUS can clear and arrange for the settlement of the PDF Contracts. We have concluded that the related activities that collectively comprise this single performance obligation are not separately identifiable within the context of the Triparty Agreement, as all are necessary in order for IFUS and ICUS to offer PDF Contracts. We determine the obligation period associated with Triparty Agreement revenue using the portfolio method based on our historical transaction experience, as the PDF Contracts have similar characteristics. The

average performance obligation period is less than one month based on the application of the portfolio method. Therefore, we recognize revenue for the stand-ready custody services that we provide to IFUS and ICUS on a straight-line basis over the average performance obligation period, which is less than one month.

PDF Contract Traders pay a transaction fee for trading and clearing, which is collected by ICUS. Per terms of the Triparty Agreement, IFUS and ICUS pass to us all trading and clearing transaction fees, net of rebates and liquidity payments issued to PDF Contract Traders. We consider the transaction price to be the net transaction fee received from IFUS and ICUS or paid to IFUS and ICUS. Rebates offered by IFUS to support market liquidity and trading volume represent consideration payable to a customer and reduce the transaction price; as such, these rebates are included in “Net revenues”. Because these rebates are measured and resolved within the same reporting period, it is not necessary for us to estimate these at a given reporting period date.

We also recognize a capital contribution for the cost of the trading and clearing services provided by IFUS and ICUS pursuant to the Contribution Agreement (Note 10), which reduces the revenue recognized as part of the net transaction fee.

Revenue from the Triparty Agreement is included in “Transaction revenue, net” in the disaggregation of revenue by service type table within Note 3.

Custody:

For PDF Contract Traders with custody accounts related to PDF Contracts, we do not charge a fee specifically for the custody service. For customers using custody services on a standalone basis, we charge a fee, which is generally based on a fixed fee and represents fixed consideration. We invoice customers on a quarterly basis. Our performance obligation related to the storage and custody of a customer’s bitcoin represents an obligation to provide custody services for digital assets. The contract for custodial services may be terminated by the applicable institution or high net worth individual at any time upon final withdrawal of all digital assets, without incurring a penalty. As a result, we believe our contracts represent a

day-to-day

contract with each day representing a renewal. These renewals are priced consistently with the original contract and with other similar customers and as such, we do not believe that they represent a material right.

The daily contract consists of a single performance obligation to provide custodial services, with the transaction price equal to a pro rata portion (i.e., daily) of the annual custody fee. Our performance obligation to provide custodial services meets the criterion to be satisfied over time. Revenue from our custodial services is included in “Net revenues” in the statements of operations.

Revenue from our custody services is included in “Subscription and services revenue” in the disaggregation of revenue by service type table within Note 3.

Loyalty redemption platform

We host, operate and maintain a loyalty redemption platform connecting loyalty programs to ecommerce merchants allowing loyalty point holders to redeem a spectrum of loyalty currencies for other digital assets, merchandise and services. Our customer in these arrangements is generally the loyalty program sponsor. Our contracts related to our loyalty redemption platform consist of two performance obligations: (1) access to our SaaS-based redemption platform and customer support services and (2) facilitation of order fulfillment services. We are the principal related to providing access to our redemption platform. We are acting as the agent to facilitate order fulfillment services on behalf of the loyalty program sponsor. Revenues generated from our loyalty redemption platform are included in “Net revenues” in the statements of operations and include the following:

•

Platform subscription fees:

Monthly fixed fee charged to customers to access the redemption platform and receive customer support services. We recognize revenue for these fees on a straight-line basis over the related contract term as the customer receives benefits evenly throughout the term of the contract. These fees are allocated to our performance obligation to provide access to our redemption platform, and thus are recognized on a gross basis. Revenue from our platform subscription fees is

included in “Subscription and services revenue” in the disaggregation of revenue table by service type in Note 3.

•

Transaction fees:

Transaction fees are earned for most transactions processed through our platform. These fees are allocated to our performance obligation to provide order placement services on behalf of the loyalty program sponsor, and therefore are recognized net of the related redemption cost. We allocate transaction fees to the period in which the related transaction occurs. Revenue from our transaction fees is included in “Transaction revenue, net” in the disaggregation of revenue table by service type in Note 3.

•

Revenue share fees:

We are entitled to revenue share fees in the form of rebates from third-party commerce merchants and other partners which provide services facilitating redemption order fulfillment. We allocate revenue share fees to the period in which the related transaction occurs. Revenue from our revenue share fees is included in “Transaction revenue, net” in the disaggregation of revenue table by service type in Note 3.

•

Service fees:

We earn fees for certain software development activities associated with the implementation of new customers on our loyalty redemption platform and other development activities if a customer requests that we customize certain features and functionalities for their loyalty program. We also earn fees for providing call center services for customers. We recognize service fees as revenue on a straight-line basis, beginning when the internally developed software resulting from such implementation or other development activities are operational in our platform over the longer of the remaining anticipated customer life and 3 years, which represents the estimated useful life of our internally developed software. Implementation and development service fees are generally billed when the implementation and development activities are performed. We recognize deferred revenue when all such fees are billed. Revenue from our services fees is included in “Subscription and services revenue” in the disaggregation of revenue table by service type in Note 3.

Alternative payment platform

Alternative payment platform revenues are transaction fees earned by Bakkt Marketplace. Development of this platform began in February 2020, when Opco entered into a Strategic Alliance Agreement (the “Strategic Alliance Agreement”) with a strategic partner, who was also a customer of Opco, to develop and operate a mechanism whereby a customer can purchase food and beverage items from the strategic partner using their Bakkt digital wallet.

In conjunction with the Strategic Alliance Agreement, the parties entered into a separate agreement under which the Company issued the strategic partner a warrant to purchase 15 million Class B voting units. Opco accounted for the cost of the warrant as consideration payable to a customer within the scope of ASC 606,

Revenue from Contracts with Customers

, and recorded an asset at the fair value on the grant date of the warrant. Opco recognized the customer consideration asset as a reduction to transaction fees on a straight-line basis over 28 months, which represents the time period between the launch date of the services under the Strategic Alliance Agreement, which occurred in November 2020, and the end of the contract term. These reductions to revenue are included in “Net revenues” in the statements of operations. As described in Note 10, the customer consideration asset was fully impaired during the period from January 1, 2021 through October 14, 2021. Accordingly, Successor period transaction fees no longer reflect a reduction for the recognition of the customer consideration asset. Refer to Note 10 for additional information related to the warrant.

Transaction fees and the reduction to transaction fees are included in “Transaction revenue, net” in the disaggregation of revenue by service type table in Note 3.

Sale of cryptoassets

As part of our operation of the alternative payment platform, we transact in bitcoin and ether (collectively referred to as “cryptoassets”) with consumers. Consumer cryptoasset transactions are not material for the periods

from October 15, 2021 through December 31, 2021 and January 1, 2021 through October 14, 2021. There were no consumer cryptoasset transactions for the year ended December 31, 2020.

Additionally, as part of our operation of the alternative payment platform, we transact in cryptoassets with our trading partners in order to adjust our cryptoasset inventory based on actual consumer activity to maintain an inventory based on our inventory policy. Transactions in cryptoassets with our trading partners in the normal course of business is not material for the periods from October 15, 2021 through December 31, 2021 and January 1, 2021 through October 14, 2021. There were no material transactions in cryptoassets with our trading partners in the normal course of business for the year ended December 31, 2020.

We maintain an inventory reserve of cryptoassets to facilitate consumer transactions if needed. We may adjust our inventory reserve levels under our inventory policy. Sales of cryptoassets resulting from inventory reserve adjustments are not part of our normal course of business. Accordingly, proceeds from the sale of cryptoassets outside of the normal course of business is included in “Other income (expense), net,” net of the cost of cryptoasset sold, in the statements of operations. Opco recognized income from the sale of cryptoassets, net of the cost of cryptoassets sold, of $0 and $1.0 million for periods from October 15, 2021 through December 31, 2021 and January 1, 2021 through October 14, 2021, respectively. There were no sales of cryptoassets outside of the normal course of business for the year ended December 31, 2020.

Off-Balance

Sheet Cryptoassets

Cryptoassets held in a custodial capacity on behalf of our customers are not included in our balance sheet, as we do not own those cryptoassets and they do not exhibit the characteristics of assets as it relates to our consolidated financial statements.

Practical expedients

We have elected the following practical expedients under ASC 606:

•

Assessing the performance obligation period for Triparty Agreement transactions on a portfolio basis.

•

Exclude sales taxes from the measurement of the transaction price.

•

Not adjust the transaction price for the existence of a significant financing component if the timing difference between a customer’s payment and our performance is one year or less.

•

Not provide disclosures about the transaction price allocated to unsatisfied performance obligations for contracts with a duration of one year or less or when the consideration is variable and allocated entirely to a wholly unsatisfied performance obligation or a wholly unsatisfied promise to transfer a distinct good or service that forms part of a single performance obligation.

Additionally, we have elected the practical expedient under ASC

340-40

to not capitalize incremental costs to obtain a contract with a customer if the amortization period would have been one year or less.

Refer to Note 3 for additional disclosures related to our recognition of revenue.

Deferred Revenue

Deferred revenue includes amounts invoiced prior to our meeting the criteria for revenue recognition. We invoice customers for service fees at the time the service is performed, and such fees are recognized as revenue over time as we satisfy our performance obligation. The portion of deferred revenue to be recognized in the succeeding twelve-month period is recorded as

non-current

deferred revenue, and the remaining portion is recorded as current deferred revenue. We have determined that these arrangements do not contain a significant financing component, and therefore the transaction price is not adjusted.

Compensation and Benefits

Compensation and benefits primarily consist of salaries and wages, bonuses, contract labor fees, share-based compensation, unit-based compensation, payroll taxes and benefits associated with the compensation of our employees, excluding the accelerated unit-based compensation discussed in “Acquisition-related expenses,” and any contract labor not capitalized.

Professional Services

Professional services expenses consist of costs associated with audit, tax, legal and other professional services and are recognized as incurred.

Technology and Communication

Technology and communication expenses include costs incurred in operating and maintaining our platform, including software licenses, software maintenance and support, hosting and infrastructure costs.

Selling, General and Administrative

Selling, general and administrative expenses consist primarily of costs associated with advertising, marketing, insurance and rent. Advertising costs are expensed as incurred. Total advertising costs for the periods from October 15, 2021 through December 31, 2021 and January 1, 2021 through October 14, 2021, and the year ended December 31, 2020 were approximately $2.6 million, $16.2 million and $4.9 million, respectively.

Acquisition-Related Expenses

We incur incremental costs relating to our completed and potential acquisitions and other strategic opportunities. This includes fees for investment banking advisors, lawyers, accountants, tax advisors and public relations firms, as well as costs associated with other external costs directly related to the proposed or closed transactions. Acquisition-related expenses for the year ended December 31, 2020 included approximately $9.6 million of accelerated expense for our incentive and participation units resulting from the issuance of Class C voting units in connection with the acquisition of Bridge2 Solutions (Note 4).

Share-Based Compensation

Share-based compensation expense relates to the restricted stock units (“RSUs”) granted during the Successor period. Our RSUs are measured at fair value on the date of grant and recognized as expense in “Compensation and benefits” over the requisite service period. Expense is recognized on a straight-line basis for awards that vest based solely on a service condition, and on an accelerated attribution basis for all other awards. The fair value of our RSUs is determined as the closing price of our Class A common stock on the date of grant. We account for forfeitures as they occur. See Note 11 for additional disclosures related to share-based compensation.

Unit-Based Compensation

The Successor period unit-based compensation expense relates to the replacement common incentive units and phantom units (“participation” units) granted during the Predecessor period that were issued to employees as purchase consideration. The replacement incentive units and participation units were measured at fair value on the Closing Date, and we recognize expense in “Compensation and benefits” in the statements of operations over the requisite service period. A portion of the current year expense relates to the acceleration of compensation expense given the satisfaction of

non-substantive

service obligations upon the Closing Date for certain participation units. Additionally, we recognize variable compensation expense for liability-classified participation units based on changes to the fair value of the awards at each reporting date. We account for

forfeitures as they occur. Any cancellations of common incentive units due to clawbacks or similar provisions are recognized in “Other income (expense), net” at the lesser of the recognized compensation cost associated with the unit-based payment arrangement or the fair value of the consideration received.

The Predecessor period unit-based compensation expense related to incentive units and participation units granted to employees and was measured at fair value on the date of grant and recognized as expense in “Compensation and benefits” over the requisite service period, subject to acceleration if certain performance or market conditions were met. Additionally, we recognized variable compensation expense for liability-classified participation units based on changes to the fair value of the awards at each reporting date. We accounted for forfeitures in the Predecessor period as they occurred. See Note 11 for additional disclosures related to unit-based compensation.

Warrant Accounting

We account for our Class A common stock warrants in accordance with applicable accounting guidance provided in ASC Topic 815,

Derivatives and Hedging—Contracts in Entity’s Own Equity

, as either derivative liabilities or as equity instruments depending on the specific terms of the warrant agreement. We classify as equity any equity-linked contracts that (1) require physical settlement or

net-share

settlement or (2) give us a choice of

net-cash

settlement or settlement in our own shares (physical settlement or

net-share

settlement). We classify as assets or liabilities any equity-linked contracts that (1) require

net-cash

settlement (including a requirement to

net-cash

settle the contract if an event occurs and if that event is outside our control) or (2) give the counterparty a choice of

net-cash

settlement or settlement in shares (physical settlement or

net-share

settlement). All public and private placement warrants issued by us were deemed to qualify for liability classification (Note 9).

Noncontrolling Interest

Noncontrolling interest represents the portion of Opco that we control and consolidate but do not own. We recognize each noncontrolling holders’ respective share of the estimated fair value of the net assets at the date of formation or acquisition. Noncontrolling interest is subsequently adjusted by the noncontrolling holders’ share of additional contributions, distributions and their share of the net earnings or losses of each respective consolidated entity. We allocate net income or loss to noncontrolling interest based on the weighted average ownership interest during the period. The net income or loss that is not attributable to the Company is reflected in “Net loss attributable to noncontrolling interest”. We do not recognize a gain or loss on transactions with a consolidated entity in which we do not own 100% of the equity, but we reflect the difference in cash received or paid from the noncontrolling interests carrying amount as additional

paid-in

capital.

Income Taxes

We account for deferred income taxes related to the federal and state jurisdictions using the asset and liability method. Under this method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of assets and liabilities and their respective tax bases. Deferred tax assets are also recognized for the future tax benefits attributable to the expected utilization of existing tax net operating loss carryforwards and other types of carryforwards. If the future utilization of some portion of deferred taxes is determined to be unlikely, a valuation allowance is provided to reduce the recorded tax benefits from such assets. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences and carryforwards are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. In the event interest or penalties are incurred with respect to income tax matters, our policy will be to include such items in income tax expense. We record deferred tax assets and liabilities on a net basis on the consolidated balance sheets. We will recognize interest and penalties related to uncertain tax positions in income tax expense.

Fair Value Measurements

We account for our financial assets and liabilities that are recognized and/or disclosed at fair value on a recurring basis in accordance with ASC 820,

Fair Value Measurements and Disclosures

. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities required or permitted to be recorded at fair value, we consider the principal or most advantageous market in which we would transact, and we consider assumptions that market participants would use when pricing the asset or liability. ASC 820 establishes a hierarchy of valuation techniques based on whether the inputs to those valuation techniques are observable or unobservable and proscribes the following fair value hierarchy in determining fair values:

Level 1 — Quoted prices for identical assets or liabilities in active markets.

Level 2 — Inputs other than quoted prices within Level 1 that are observable either directly or indirectly, including quoted prices in active markets for similar assets or liabilities, quoted prices in markets with insufficient volume or infrequent transactions (less active markets), or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data such as interest rates or yield curves.

Level 3 — Unobservable inputs reflecting our view about the assumptions that market participants would use in measuring the fair value of the assets or liabilities.

Concentration of Credit Risk

Financial instruments that potentially subject us to concentrations of credit risk consist primarily of cash and cash equivalents, restricted cash, and accounts receivable, including unbilled accounts receivable. The associated risk of concentration for cash and cash equivalents and restricted cash is mitigated by banking with creditworthy institutions. At certain times, amounts on deposit exceed federal deposit insurance limits. We have not experienced any losses on our deposits of cash and cash equivalents.

As of December 31, 2021, and 2020, three and four customers represented approximately 49% and 58%, respectively, of total accounts receivable.

For the periods from October 15, 2021 through December 31, 2021 and January 1, 2021 through October 14, 2021, and the year ended December 31, 2020, four, three, and two customers represented approximately 59%, 55%, and 65%, respectively, of total revenue.

Investments

Bakkt Clearing was required to hold shares of Intercontinental Exchange, Inc. (“ICE”) stock for ICUS membership privileges prior to the withdrawal of its ICUS membership on May 20, 2020. These shares were carried at cost basis and evaluated periodically for impairment. Upon withdrawal of its ICUS membership, these shares were remeasured at fair value, with realized and unrealized gains and losses being reflected as “Other income (expense), net”. In June 2021, we sold all of our shares of ICE stock, resulting in a realized loss on the sale of shares of affiliate stock of approximately $0.1 million for the period from January 1, 2021 through October 14, 2021. We recorded an unrealized gain of $0.6 million for the year ended December 31, 2020 (Note 8).

Investments are classified as current or

non-current

depending on their maturity dates and when it is expected to be converted into cash.

Recently Adopted Accounting Pronouncements


Standard/Description	Effective Date and Adoption Considerations	Effect on Financial Statements
ASU No. 2016-13, Financial Instruments — Measurement of Credit Losses on Financial Instruments, applies to all financial instruments carried at amortized cost including accounts receivable and certain off-balance-sheet credit exposures. It requires financial assets carried at amortized cost to be presented at the net amount expected to be collected and requires entities to record credit losses through an allowance for credit losses on available-for-sale debt securities.	We adopted on January 1, 2020 on a modified retrospective basis.	The adoption of this standard requires more timely recognition of credit losses and credit loss estimates are required to use historical information, current information and reasonable and supportable forecasts of future events. The adoption of the new standard did not have a material impact on our consolidated financial statement amounts.

ASU 2017-04, Simplifying the Test for Goodwill Impairment, removes the second step of the goodwill impairment test, which requires a hypothetical purchase price allocation if the fair value of a reporting unit is less than its carrying value. Goodwill impairment will now be measured using the difference between the carrying value and the fair value of the reporting unit, and any loss recognized should not exceed the total amount of goodwill allocated to that reporting unit.	We adopted on January 1, 2020 on a prospective basis.	The adoption of the new standard did not have a material impact on our consolidated financial statement amounts. The fair value of our reporting unit has been greater than its corresponding carrying value since our inception. Changes in future projections, market conditions, and other factors may cause a change in the excess of fair value of our reporting unit over its corresponding carrying value.

ASU 2018-15, Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement that is a Service Contract, helps entities evaluate the accounting for fees paid by a customer in a cloud computing arrangement by providing guidance for determining when an arrangement includes a software license and is solely a hosted service. Customers will now apply the same criteria for capitalizing implementation costs as they would for a software license arrangement. The guidance also prescribes the balance sheet, income statement, and cash flow classification of the capitalized implementation costs and related	We adopted on January 1, 2020 and apply the rules prospectively to eligible costs incurred on or after the effective date.	The adoption of the new standard did not have a material impact on our consolidated financial statement amounts.


Standard/Description	Effective Date and Adoption Considerations	Effect on Financial Statements
amortization expense and requires additional quantitative and qualitative disclosures.

ASU No. 2019-12, Simplifying the Accounting for Income Taxes, eliminates certain exceptions related to the approach for intra-period tax allocation, the methodology for calculating income taxes in an interim period and the recognition of deferred tax liabilities for outside basis differences. It clarifies that single-member limited liability companies, and other similar disregarded entities that are not subject to income tax, are not required to recognize an allocation of consolidated income tax expense in their separate financial statements. Further, it simplifies the accounting for franchise taxes, enacted changes in tax laws or rates and transactions that result in a step-up in the tax basis of goodwill.	We adopted on January 1, 2020 on a prospective basis.	The adoption of the new standard did not have a material impact on our consolidated financial statement amounts.

ASU 2020-06, Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40).	We early adopted on January 1, 2021.	This standard is effective for annual periods beginning after December 15, 2023, including interim periods therein, with early adoption permitted. The adoption of the new standard did not have a material impact on our consolidated financial statement amounts.

ASU 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers. This standard requires that an acquirer recognize, and measure contract assets and liabilities acquired in a business combination in accordance with ASU 2014-09, Revenue from Contracts with Customers (Topic 606), or ASU 2021-08.	We early adopted on October 15, 2021 on a prospective basis.	This standard is effective for annual periods beginning after December 15, 2022, including interim periods therein, with early adoption permitted. We applied the guidance to the Business Combination as it relates to the measurement of deferred revenue at the acquisition date.

Recently Issued Accounting Pronouncements Not Yet Adopted

Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements.

Summary of Significant Accounting Policies

NOTE 2—SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying audited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial

information and in accordance with the instructions to Form

10-Q

and Article 8 of Regulation

S-X

of the U.S. Securities and Exchange Commission (the “SEC”). Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying audited consolidated financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented.

The accompanying audited consolidated financial statements should be read in conjunction with the Company’s Annual Report on

Form 10-K

originally filed with the SEC on March 31, 2021 (as amended and restated on May 24, 2021 and December 7, 2021). The interim results for the period from October 1, 2021 through October 14, 2021 are not necessarily indicative of the results to be expected for the period ending December 31, 2021 or for any future interim periods.

Principles of Consolidation

The accompanying consolidated financial statements include the accounts of the Company and its wholly owned subsidiary. All significant intercompany balances and transactions have been eliminated in consolidation.

Emerging Growth Company

The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.

Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to

non-emerging

growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

Use of Estimates

The preparation of consolidated financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and

disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period.

Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the consolidated financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates.

One of the more significant accounting estimates included in these consolidated financial statements is the determination of the fair value of the warrant liabilities. Such estimates may be subject to change as more current information becomes available and accordingly the actual results could differ significantly from those estimates.

Cash and Cash Equivalents

The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of October 14, 2021 and December 31, 2020.

Investments held in Trust Account

The Company’s portfolio of investments held in trust is comprised solely of investments in money market funds that invest in U.S. government securities, or a combination thereof. The Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these investments are included in interest earned on marketable securities held in Trust Account in the accompanying consolidated statements of operations. The estimated fair values of investments held in the Trust Account are determined using available market information.

Warrant Liabilities

The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own ordinary shares, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding.

For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional

paid-in

capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded as liabilities at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a

non-cash

gain or loss on the statements of operations. The fair value of the Private Placement Warrants was estimated using a Black-Scholes Option Pricing Model (see Note 9). For periods subsequent to the detachment of the Public Warrants from the Units, the close price of the Public Warrant price was used as the fair value of the Public Warrants as each relevant date.

Class A Ordinary Shares Subject to Possible Redemption

The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in ASC 480. Class A ordinary shares subject to mandatory redemption are classified as a liability instrument and are measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, ordinary shares are classified as shareholders’ equity. The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at October 14, 2021 and December 31, 2020, Class A ordinary shares subject to possible redemption are presented as temporary equity, outside of the shareholders’ equity section of the Company’s consolidated balance sheets.

The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable ordinary shares to equal the redemption value at the end of each reporting period. Immediately upon the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount value. The change in the carrying value of redeemable Class A ordinary shares resulted in charges against additional

paid-in

capital and accumulated deficit.

At October 14, 2021 and December 31, 2020, the Class A ordinary shares reflected in the balance sheets are reconciled in the following table:


Gross proceeds	$	207,372,020
Less:
Proceeds allocated to Public Warrants		(13,275,495	)
Class A ordinary shares issuance costs		(11,138,216	)
Plus:
Accretion of carrying value to redemption value		24,413,711

Class A ordinary shares subject to possible redemption	$	207,372,020

Offering Costs

Offering costs consist of legal, accounting, underwriting fees and other costs incurred through the Initial Public Offering that are directly related to the Initial Public Offering. Offering costs amounting to $11,906,606, of which $11,138,216 were charged to shareholders’ equity upon the completion of the Initial Public Offering and $768,391 were expensed to the consolidated statements of operations.

Income Taxes

The Company accounts for income taxes under ASC Topic 740, “Income Taxes,” which prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company’s management determined that the Cayman Islands is the Company’s major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of October 14, 2021 and December 31, 2020, there were no unrecognized tax benefits and no amounts accrued for interest and penalties. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position.

The Company is considered to be an exempted Cayman Islands company with no connection to any other taxable jurisdiction and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s tax provision was zero for the period presented. The Company does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months.

Net Income (Loss) Per Ordinary Share (Restated)

The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”. The Company has two classes of ordinary shares, which are referred to as Class A ordinary shares and Class B ordinary shares. Income and losses are shared pro rata between the two classes of ordinary shares. Net income (loss) per ordinary share is computed by dividing net income (loss) by the weighted average number of ordinary shares outstanding for the period. The Company applies the

two-class

method in calculating earnings per share. Accretion associated with the redeemable shares of Class A ordinary shares is excluded from earnings per share as the redemption value approximates fair value.

The calculation of diluted income (loss) per share does not consider the effect of the warrants issued in connection with the (i) Initial Public Offering, and (ii) the private placement since the exercise of the warrants is contingent upon the occurrence of future events. The warrants are exercisable to purchase 16,516,041 Class A ordinary shares in the aggregate. As of October 14, 2021 and 2020, the Company did not have any other dilutive securities or other contracts that could, potentially, be exercised or converted into ordinary shares and then share in the earnings of the Company. As a result, diluted net loss per ordinary share is the same as basic net loss per ordinary share for the periods presented.

The following table reflects the calculation of basic and diluted net loss per ordinary share (in dollars, except per share amounts):


	For The Period From January 1, 2021 To October 14, 2021						For The Period From July 31, 2020 (inception) through December 31, 2020
	Class A			Class B			Class A			Class B
Basic and diluted net loss per ordinary share
Numerator:
Allocation of net loss, as adjusted	$	(20,077,260	)	$	(5,019,315	)	$	(3,520,953	)	$	(1,340,237	)
Denominator:
Basic and diluted weighted average shares outstanding		20,737,202			5,184,300			13,429,289			5,111,809

Basic and diluted net loss per ordinary share	$	(0.97	)	$	(0.97	)	$	(0.26	)	$	(0.26	)

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Corporation Coverage of $250,000. The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account.

Fair Value of Financial Instruments

The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the Company’s consolidated balance sheets, primarily due to their short-term nature, with the exception of the warrant liabilities (see Note 9).

Recent Accounting Standards

In August 2020, the FASB issued Accounting Standards Update No.

2020-06, “Debt—Debt

with Conversion and Other Options (Subtopic

470-20)

and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic

815-40):

Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity” (“ASU

2020-06”),

which simplifies accounting for convertible instruments by removing major separation models required under current GAAP. ASU

2020-06

removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception and it also simplifies the diluted earnings per share calculation in certain areas. ASU

2020-06

is effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years, with early adoption permitted. The Company adopted ASU

2020-06

effective as of January 1, 2021. The adoption of ASU

2020-06

did not have an impact on the Company’s consolidated financial statements.

Management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s consolidated financial statements.

Revenue from Contracts with Customers

12 Months Ended

Dec. 31, 2021

Revenue from Contract with Customer [Abstract]

Revenue from Contracts with Customers

3. Revenue from Contracts with Customers

Disaggregation of Revenue

We disaggregate revenue by service type and by platform, respectively, as follows (in thousands):


	Successor		Predecessor
Service Type	October 15, 2021 through December 31, 2021		January 1, 2021 through October 14, 2021		Year ended December 31, 2020
Transaction revenue, net (a)	$	5,724	$	10,637	$	7,386
Subscription and service revenue		5,757		17,319		21,109

Total revenue	$	11,481	$	27,956	$	28,495

(a)

Amounts are net of rebates and liquidity payments, reductions related to the Contribution Agreement and consideration payable pursuant to the Strategic Alliance Agreement of less than $0.1 million for the period from October 15, 2021 through December 31, 2021 and approximately $2.1 million and $4.5 million for the period from January 1, 2021 through October 14, 2021 and the year ended December 31, 2020, respectively. Included in these amounts are amounts earned from related parties of less than $0.1 million for the period from October 15, 2021 through December 31, 2021 and approximately $0.3 million and $4.1 million for the period from January 1, 2021 through October 14, 2021 and the year ended December 31, 2020, respectively (Note 8).


	Successor		Predecessor
Platform	October 15, 2021 through December 31, 2021		January 1, 2021 through October 14, 2021			Year ended December 31, 2020
Digital asset marketplace (b)	$	165	$	518		$	(1,073	)
Loyalty redemption platform		11,315		29,179			30,774
Alternative payment platform (c)		1		(1,741	)		(576	)

Total revenue	$	11,481	$	27,956		$	28,495

(b)

Amounts are net of rebates and liquidity payments and reductions related to the Contribution Agreement of less than $0.1 million for the period from October 15, 2021 through December 31, 2021 and approximately $0.3 million and $4.1 million for the period from January 1, 2021 through October 14, 2021 and the year ended December 31, 2020, respectively.

(c)	Amounts are net of consideration payable pursuant to the Strategic Alliance Agreement of $0, $1.7 million and $0.4 million for the periods from October 15, 2021 through December 31, 2021 and January 1, 2021 through October 14, 2021 and the year ended December 31, 2020, respectively.

We have one reportable segment to which our revenues relate (Note 2).

Deferred Revenue

Contract liabilities consist of deferred revenues for amounts invoiced prior to us meeting the criteria for revenue recognition. We invoice customers for service fees at the time the service is performed, and such fees are recognized as revenue over time as we satisfy its performance obligation. Contract liabilities are classified as

“Deferred revenue, current” and “Deferred revenue, noncurrent” in our consolidated balance sheets. The activity in deferred revenue for the periods from October 15, 2021 through December 31, 2021 and January 1, 2021 through October 14, 2021, and the year ended December 31, 2020 was as follows (in thousands):


	Successor			Predecessor
	October 15, 2021 through December 31, 2021			January 1, 2021 through October 14, 2021			Year ended December 31, 2020
Beginning of the period contract liability	$	9,423		$	8,385		$	—
Fair value of contract liability acquired (Note 4)		—			—			12,703
Revenue recognized from contract liabilities included in the beginning balance		(1,350	)		(3,524	)		(11,005	)
Increases due to cash received, net of amounts recognized in revenue during the period		1,375			4,562			6,687

End of the period contract liability	$	9,448		$	9,423		$	8,385

Remaining Performance Obligations

As of December 31, 2021, the aggregate amount of the transaction price allocated to the remaining performance obligations related to partially completed contracts is $26.0 million, comprised of $16.6 million of subscription fees and $9.4 million of service fees that are deferred. We will recognize our subscription fees as revenue over a weighted-average period of 50 months (ranges from 10 months – 57 months) and our service fees as revenue over approximately 3 years.

As of December 31, 2020, the aggregate amount of the transaction price allocated to the remaining performance obligations related to partially completed contracts is $15.5 million, comprised of $7.1 million of subscription fees and $8.4 million of service fees that are deferred. We will recognize our subscription fees as revenue over a weighted-average period of 18.5 months (ranges from 4 months – 42 months) and our service fees as revenue over approximately 3 years.

Contract Costs

For the periods from October 15, 2021 through December 31, 2021 and January 1, 2021 through October 14, 2021, we incurred approximately $0.1 million and $0.7 million in incremental costs to obtain and/or costs to fulfill contracts with customers, respectively. We did not incur any costs to obtain or costs to fulfill contracts with customers during the year ended December 31, 2020.

The entire disclosure of revenue from contract with customer to transfer good or service and to transfer nonfinancial asset. Includes, but is not limited to, disaggregation of revenue, credit loss recognized from contract with customer, judgment and change in judgment related to contract with customer, and asset recognized from cost incurred to obtain or fulfill contract with customer. Excludes insurance and lease contracts.

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-URI http://asc.fasb.org/topic&trid=49130388

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 10
-URI http://asc.fasb.org/extlink&oid=123351226&loc=SL49130551-203045

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 13
-Subparagraph (b)(2)
-URI http://asc.fasb.org/extlink&oid=123351226&loc=SL49130556-203045

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=123351226&loc=SL49130554-203045

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 9
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Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (e)
-URI http://asc.fasb.org/extlink&oid=123351226&loc=SL49130554-203045

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
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Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (d)
-URI http://asc.fasb.org/extlink&oid=123351226&loc=SL49130554-203045

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 15
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Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (c)
-URI http://asc.fasb.org/extlink&oid=123351226&loc=SL49130554-203045

Business Combination and Asset Acquisition [Abstract]

Initial Public offering	9 Months Ended
Initial Public offering	Oct. 14, 2021
VPC IMPACT ACQUISITION HOLDINGS [Member]
Initial Public offering	NOTE 3—INITIAL PUBLIC OFFERING Pursuant to the Initial Public Offering, the Company sold 20,000,000 Units, at a purchase price of $10.00 per Unit. In connection with the underwriters’ partial exercise of the over-allotment option on October 1, 2020, the Company sold an additional 737,202 Units, at a purchase price of $10.00 per Unit. Each Unit consists of one Class A ordinary share and one-half of one redeemable warrant (“Public Warrant”). Each whole Public Warrant entitles the holder to purchase one Class A ordinary share at an exercise price of $11.50 per whole share (see Note 8).

Private Placement	9 Months Ended
Private Placement	Oct. 14, 2021
VPC IMPACT ACQUISITION HOLDINGS [Member]
Private Placement	NOTE 4—PRIVATE PLACEMENT Simultaneously with the closing of the Initial Public Offering, the Sponsor purchased an aggregate of 6,000,000 Private Placement Warrants at a price of $1.00 per Private Placement Warrant, for an aggregate purchase price of $6,000,000. In connection with the underwriters’ partial exercise of the over-allotment option on October 1, 2020, the Company sold an additional 147,440 Private Placement Warrants, at a purchase price of $1.00 per Private Placement Warrants, for an aggregate purchase price of $147,440. Each Private Placement Warrant is exercisable to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment (see Note 8). A portion of the proceeds from the Private Placement Warrants were added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Placement Warrants will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private Placement Warrants will expire worthless.

Related Party Transactions	9 Months Ended	12 Months Ended
Related Party Transactions	Oct. 14, 2021	Dec. 31, 2021
Related Party Transactions		8. Related Parties ICE Management and Technical Support In December 2018, we entered into an intercompany services agreement with ICE to provide management and technical support services. For the period October 15, 2021 through December 31, 2021 and January 1, 2021 through October 14, 2021 and the year ended December 31, 2020, expenses of $0, $1.5 million and $3.1 million, respectively have been recorded in connection with this agreement and are reflected as “Related party expenses (affiliate in Predecessor periods)” in the statements of operations. Prior to the Business Combination, ICE also made various payroll distributions and payments to vendors on behalf of Opco and made unitary state income taxes on behalf of DACC Technologies, Inc., and Digital Asset Custody Company, Inc. (collectively with DACC Technologies, Inc., “DACC”). Upon consummation of the Business Combination, we entered into a Transition Services Agreement (“TSA”) with ICE in which ICE will provide insurance, digital warehouse, data center, technical support, and other transition-related services in exchange for quarterly service fees to be paid by us. We recognized $0.6 million of expense related to the TSA for the period from October 15, 2021 through December 31, 2021, which is reflected as “Related party expenses (affiliate in Predecessor periods)” in the statements of operations and “Due to related party (affiliate in Predecessor period)” in the balance sheets. Purchase and Sale Agreement with Executive A Company executive was a party to the Purchase and Sale Agreement entered into during April 2019, by and among, DACC, the Company, and each of the sellers of DACC. The Company executive owned approximately three percent of DACC’s equity prior to the sale and was paid approximately $0.2 million as consideration for the shares owned at closing and additional amount of less than $0.1 million upon the release of the escrow amount during 2020. Triparty Agreements The Triparty Agreement entered into in August 2019 provides for IFUS to list for trading one or more digital currency futures and/or options contracts, and for ICUS to serve as the clearing house to provide central counterparty and ancillary services for such contracts. The Triparty Agreement also governs our PDF Contracts (Note 2). The PDF Contracts generally have a duration of less than one month, and substantially all of the PDF Contracts are settled in the same month in which the trade execution is initiated. At the expiration of a PDF Contract, physical delivery will occur if the counterparties to the PDF Contract have not previously settled the PDF Contract. PDF Contract Traders are generally institutional investors and market makers that enter into agreements separately with each of IFUS, ICUS and us for trading, clearing and custody related services, respectively. With respect to our provision of custody services that are necessary to support the trading and clearing services provided by IFUS and ICUS for the PDF Contracts, our customers are IFUS and ICUS, who are related parties. In this regard, our obligation is to provide a stand-ready custody function that supports the trading and clearing services for the PDF Contracts. Our obligation to provide a stand-ready custody function includes related promises such as: (i) the initial onboarding of PDF Contract Traders to the custody warehouse, which represents the commencement of the custody services; (ii) maintaining a system of accounts within its custody warehouse on behalf of IFUS and ICUS to ensure accurate, timely transfers of bitcoin at PDF Contract maturity (thereby mitigating ICUS’s clearing risk and ensuring safe storage of bitcoin, including when PDF Contracts settle through physical delivery); (iii) standing ready to accept bitcoin deposits from PDF Contract Traders at any point between execution and settlement of the PDF Contract; (iv) verifying account balances of PDF Contract Traders as their PDF Contracts approach expiration; (v) making transfers between PDF Contract Traders as instructed by ICUS when the PDF Contracts reach expiration; and (vi) permitting withdrawals of bitcoin as directed by PDF Contract Traders. The maximum duration of our performance obligation extends from trade execution through the later of settlement of a PDF Contract or the ultimate withdrawal of physically-delivered bitcoin underlying the PDF Contract. However, in our experience, less than 1% of PDF Contracts go to physical settlement. In certain arrangements with PDF Contract Traders, IFUS offers rebates to support market liquidity and trading volume, which provides qualified PDF Contract Traders with a discount to the applicable transaction fee. Under the terms of the Triparty Agreement, these rebates reduce the amount of the trading and clearing revenue that IFUS and ICUS pay to us. To the extent the rebates issued to PDF Contract Traders exceed the transaction fees collected by IFUS and ICUS, we pay IFUS and ICUS for the difference between the rebate amounts and the collected transaction fees. We do not receive any goods or services from IFUS or ICUS in exchange for the payment. The payment to IFUS and ICUS for such shortfall is required to be paid pursuant to the Triparty Agreement. We recognized revenues related to the Triparty Agreement of approximately $0.1 million, $0.1 million and $(2.0) million for the periods from October 15, 2021 through December 31, 2021 and January 1, 2021 through October 14, 2021 and the year ended December 31, 2020, respectively, net of less than $0.1 million for rebates and incentive payments (contra-revenue) for the period from October 15, 2021 through December 31, 2021 and approximately $0.2 million and $3.4 million for rebates and incentive payments (contra-revenue) for the period from January 1, 2021 through October 14, 2021 and the year ended December 31, 2020, respectively. The Triparty Agreement also required Bakkt Trust to make, and, subject to certain limits, to replenish as needed a $35.4 million default resource contribution to ICUS, to be used by ICUS in accordance with the ICUS rules. As described in Note 6, the contribution requirement was reduced to $15.0 million in 2021. The contribution is included in the “Deposits with clearinghouse (affiliate in Predecessor period)” current and noncurrent balances. Interest earned on the contribution, net of certain fees and costs, is paid to Bakkt Trust from ICUS. We did not earn any interest for the periods from October 15, 2021 through December 31, 2021 and January 1, 2021 through October 14, 2021. Total interest of $0.1 million was earned for the year ended December 31, 2020 and is included in “Interest income, net.” All interest earned was collected as of December 31, 2020. Prior to the Business Combination, we also recognized a capital contribution for the cost of the trading and clearing services provided by IFUS and ICUS pursuant to the Contribution Agreement, which reduced revenue attributable to the Triparty Agreement by $0.2 million and $0.7 million for the period from January 1, 2021 through October 14, 2021 and the year ended December 31, 2020, respectively (Note 10). We did not recognize a material reduction in revenue related to this capital contribution for the period from October 15, 2021 through December 31, 2021. Pursuant to a separate triparty agreement among ICE Futures Singapore (“IFS”), ICE Clear Singapore (“ICS”) and Opco, IFS and ICS provide trade execution and clearing services to customers that trade the cash-settled futures. We provide to IFS and ICS pricing data from its PDF Contracts and also licenses its name to IFS and ICS for use in marketing the cash-settled futures. ICS and IFS pay to us 35% of the net trading and clearing revenue that they earn with respect to these contracts. We are not a party to the contracts with customers that trade the cash-settled futures. To date, the cash-settled contracts have resulted in no net revenue payable to us. As of December 31, 2021 and 2020, we had $0 and approximately $1.9 million, respectively, reflected as “Due to related party (affiliate in Predecessor period)” in the balance sheets related to the intercompany services agreement and Triparty Agreement. As of December 31, 2021 and 2020, we had approximately $0.1 million and $0, respectively, as recorded within “Accounts receivable, net” in the balance sheets related to the intercompany services agreement and Triparty Agreement. Other Contractual Relationships with ICE Prior to the withdrawal of Bakkt Clearing’s ICUS membership on May 20, 2020, Bakkt Clearing was required to hold shares of ICE stock for ICUS membership privileges. These shares were carried at cost basis and evaluated periodically for impairment. In connection with the withdrawal of Bakkt Clearing’s ICUS membership, these shares were remeasured at fair value, with unrealized gains and losses being reflected as “Other income (expense), net” in the statements of operations. In June 2021, we sold all of its shares of ICE stock. For the period from January 1, 2021 through October 14, 2021, we recorded a realized loss on the sale of shares of affiliate stock of approximately $0.1 million. For the year ended December 31, 2020, we recorded an unrealized gain of $0.6 million which is included in “Other income (expense), net”. On February 21, 2020, ICE acquired 100% of the issued and outstanding ownership interests in Bridge2 Solutions (Note 4). On March 12, 2020, we completed Series C round of funding in the amount of $299.7 million and issued 270,000,000 Class C voting units to ICE and certain minority investors (Note 10). As part of this funding, ICE contributed the Bridge2 Solutions business to us at an enterprise value of $261.4 million with $10.1 million of additional goodwill, as discussed in Note 4, and made a $2.6 million cash contribution, approximately $1.4 million of which was used to pay acquisition-related expenses incurred by the Company. Additionally, we received approximately $36.6 million of cash contributions from ICE and certain minority investors. Minority Investor Transactions On May 19, 2020, we entered into an agreement to issue a warrant for our Class C voting units to a minority investor in exchange for certain management consulting services rendered by minority investor to us. The fair value of the warrant on the grant date was estimated to be approximately $1.6 million. See Note 10 for additional disclosures.
VPC IMPACT ACQUISITION HOLDINGS [Member]
Related Party Transactions	NOTE 5—RELATED PARTY TRANSACTIONS Founder Shares On August 3, 2020, the Sponsor paid $25,000 to cover certain offering and formation costs of the Company in consideration for 5,750,000 Class B ordinary shares (the “Founder Shares”). In September 2020, the Sponsor transferred an aggregate of 60,000 Founder Shares to members of the Company’s board of directors, resulting in the Sponsor holding 5,690,000 Founder Shares. The Founder Shares included an aggregate of up to 750,000 shares that were subject to forfeiture depending on the extent to which the underwriters’ over-allotment option was exercised, so that the number of Founder Shares would equal, on an as-converted basis, approximately 20% of the Company’s issued and outstanding ordinary shares after the Initial Public Offering. In connection with the underwriters’ partial exercise of the over-allotment option and the forfeiture of the remaining over-allotment option, 565,700 Founder Shares were forfeited and 184,300 Founder Shares are no longer subject to forfeiture resulting in an aggregate of 5,184,300 Founder Shares outstanding at October 1, 2020. The Sponsor has agreed, subject to limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earliest of: (A) one year after the completion of a Business Combination and (B) subsequent to a Business Combination, (x) if the closing price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after a Business Combination, or (y) the date on which the Company completes a liquidation, merger, share exchange or other similar transaction that results in all of the Public Shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property. Administrative Services Agreement Commencing on September 25, 2020, the Company entered into an agreement to pay the Sponsor up to $10,000 per month for office space, utilities, secretarial and administrative support services. Upon completion of a Business Combination or its liquidation, the Company will cease paying these monthly fees. For the period ended October 14, 2021 and for the period from July 31, 2020 (inception) through September 30, 2020, the Company incurred $30,000, $90,000 and $0 in fees for these services, respectively. As of October 14, 2021 and December 31, 2020, $110,000 and $30,000 remained unpaid in the accrued expenses line item on the balance sheets, respectively.

Business Combination and Acquisition

12 Months Ended

Dec. 31, 2021

Business Combination and Acquisition

4. Business Combination and Acquisition

Business Combination

The Business Combination was completed on October 15, 2021. The Business Combination was accounted for as a business combination under ASC 805. Opco constitutes a business, with inputs, processes, and outputs. Accordingly, the acquisition of Opco constitutes the acquisition of a business for purposes of ASC 805, and due to the change in control, has been accounted for using the acquisition method with the Company as the

accounting acquirer and Opco as the accounting acquiree. We have been determined to be the accounting acquirer based on an evaluation of the following factors:

•

We are the sole managing member of Opco, the managing member has full and complete charge of all affairs of Opco and the existing

non-managing

member equity holders of Opco do not have substantive participating or kick out rights;

•

The Sponsor and Opco jointly designated six of the initial eight members of the Board; and

•

Equity Holders do not hold a controlling interest in the Company or Opco due to (1) the limitation imposed by the Voting Agreement entered into between the Company and ICE at Closing on ICE and its affiliates’ voting power to 30% of the total voting power of all shares of our Class A common stock, par value $0.0001 per share (“Class A common stock”), and our Class V common stock, par value $0.0001 per share (“Class V common stock,” together with the Class A common stock, the “Common Stock”) that are issued and outstanding and entitled to vote as of the relevant record date so long as it owns shares of Common Stock representing more than 50% of the total voting power of the Company, and (2) ICE and its affiliates do not unilaterally control the Board, as only one out of the eight members of the Board is affiliated with ICE, and the majority of the Board are independent directors not affiliated with ICE.

These factors support the conclusion that the Company acquired a controlling interest in Opco and is the accounting acquirer. We are the primary beneficiary of Opco, which is a variable interest entity, since we have the power to direct the activities of Opco that most significantly impact Opco’s economic performance through our role as the managing member, and our ownership of Opco, which results in the right (and obligation) to receive benefits (and absorb losses) of Opco that could potentially be significant to us. Therefore, the Business Combination constituted a change in control and was accounted for using the acquisition method. Under the acquisition method, as the accounting acquirer, VIH’s net assets and stockholders equity retain their carrying values. The estimated fair value of the purchase price is allocated to the assets acquired and the liabilities assumed from Opco based on their estimated acquisition-date fair values. Opening successor cash and equity represent the carrying value of the accounting acquirer’s cash and equity and are not comparable to the predecessor cash and equity of Opco.

Included in the opening cash balance as of October 15, 2021 was $207.4 million from the proceeds of the sale of the units in VIH’s Initial Public Offering and the sale of the private placement warrants, net of transaction costs, that was previously held in the Trust Account. The cash proceeds from the Trust Account were used for transaction expenses, deferred underwriting commission, redemption of Public Shares, and the operating activities of the Company following the Business Combination.

We paid $84.5 million of cash for the repurchase of 8,452,042 shares Class A ordinary shares, for shareholders who elected to execute their redemption right, as presented within the financing activities of our statement of cash flows. The remaining 12,285,160 outstanding Class A ordinary shares of the Company, par value $0.0001 per share (the “Class A Ordinary Shares”), and 5,184,300 Class B ordinary shares of the Company, par value $0.0001 per share (the “Class B Ordinary Shares”), were exchanged for an equivalent number of shares of Class A common stock.

We incurred $1.6 million of expenses directly related to the Business Combination from October 15, 2021 through December 31, 2021, which are reflected as “Acquisition-related expenses” in the statements of operations. Opco incurred approximately $24.8 million of expenses directly related to the Business Combination from January 1, 2021 through October 14, 2021, which are reflected as “Acquisition-related expenses” in the statements of operations, including a $12.1 million success fee for an investment bank advising Opco. At Closing, we paid approximately $7.3 million of deferred underwriting costs related to VIH’s initial public offering and $13.0 million of fees related to the $325.0 million in proceeds from the investors purchasing an aggregate of 32,500,000 shares of Class A common stock in connection with the Business Combination (the “PIPE Investment”). The cash inflow from the PIPE Investment is presented net of issuance costs within the

financing section of the statement of cash flows. The fees associated with the PIPE were treated as a reduction of equity. Additionally, at Closing we paid approximately $0.9 million as a prepayment on Directors and Officers (“D&O”) insurance which is included in “Other current assets” in the balance sheets.

Additionally, all outstanding membership interests and rights to acquire membership interests in Opco were exchanged for an aggregate of 208,200,000 Opco common units and an equal number of newly issued shares of our Class V common stock, par value $0.0001 per share (“Class V common stock”), which are

non-economic,

voting shares of the Company, of which 207,406,648 are outstanding and 793,352 reserved for issuance upon the exercise of a warrant agreement. 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. Opco Class C warrants were exchanged for the 793,352 shares of Class V common stock referenced above. Opco incentive units were exchanged for 17,473,362 shares of Class V common stock.

Each Opco common unit, when coupled with one share of our Class V common stock is referred to as a “Paired Interest.” Paired Interests may be exchanged for one share of our Class A common stock or a cash amount in accordance with the Third Amended and Restated Limited Liability Company Agreement of Opco and the Exchange Agreement, dated as of October 15, 2021, between the Company and certain holders of Opco common units (the “Exchange Agreement”). Following the Closing, the Company owned approximately 20.3% of the Opco common units and with the remaining Opco common units being owned by the equity owners of Opco prior to the Merger (the “Opco Equity Holders”).

The following table summarizes the estimated fair value of the purchase consideration paid to Opco Equity Holders (in thousands, except per unit data):


	Consideration
Equity consideration paid to Opco Equity Holders (1)	$	1,904,648
Cash paid for redeemed Opco Incentive Units (2)		1,488
Cash paid for seller transaction costs (3)		13,454

Total purchase consideration	$	1,919,590

(1)	The equity consideration paid to Opco Equity Holders is equal to the estimated fair value of noncontrolling interest on the acquisition date. Equity consideration paid to Opco Equity Holders consisted of the following:


	Fair Value
Opco common units		189,933
Fair value per unit	$	9.46

Fair value of Opco common units	$	1,796,769
Fair value of Opco common incentive units based on services rendered		107,879

Equity consideration paid to Opco Equity Holders	$	1,904,648

(2)	Represents the cash paid to certain Opco Equity Holders in exchange for the redemption of 40% of the first one-third of their Opco common incentive units and preferred incentive units which vested at the effective time of the Business Combination (Note 11).

(3)	Represents Opco’s liability to pay transaction costs as of the Business Combination date, which was settled with cash received from the Business Combination.

We recorded the preliminary allocation of the purchase price to Opco’s assets acquired and liabilities assumed based on their fair values as of October 15, 2021. The preliminary purchase price allocation is as follows (in thousands):


	Fair Value
Cash and cash equivalents, restricted cash and customer funds	$	30,837
Accounts receivable, net		17,009
Other current assets		5,090
Property, equipment and software		4,115
Deposits with clearinghouse, noncurrent (affiliate in Predecessor period)		15,151
Intangible assets		393,070
Goodwill		1,527,071
Deferred tax asset		140
Other assets		3,002

Total assets acquired		1,995,485
Accounts payable and accrued liabilities		(52,997	)
Due to related party (affiliate in Predecessor period)		(2,313	)
Other current liabilities		(3,140	)
Deferred revenue, current		(4,665	)
Participation unit liability		(6,756	)
Deferred revenue, noncurrent		(4,758	)
Other liabilities		(1,266	)

Total liabilities assumed		(75,895	)

Total purchase consideration	$	1,919,590

The goodwill of $1,527.1 million represents the excess purchase price over the fair value of the net tangible and identifiable intangible assets acquired and liabilities assumed. Qualitative factors that contribute to the recognition of goodwill include certain intangible assets that are not recognized as separate identifiable intangible assets apart from goodwill. Intangible assets not recognized apart from goodwill consist primarily of expertise and industry

know-how

of the workforce, back-office infrastructure, strong market position and the assembled workforce of Opco. None of the goodwill recognized is expected to be deductible for income tax purposes.

The weighted average amortization period for the acquired intangible assets is 5.7 years. The fair value of the intangible assets is as follows (in thousands):


	Weighted Average Useful Lives (in years)		Fair Value
Trademarks / trade names (1)		Indefinite	$	39,470
Licenses (2)		Indefinite		241,320
Customer relationships (3)		8.0		44,970
Technology (4)		4.2		67,310

Total intangible assets acquired			$	393,070

(1)	The trademarks / trade names represent those that Opco originated which were valued using the relief-from-royalty method.

(2)	The licenses represent those that Opco acquired that were valued using the with-and-without method.

(3)	The customer relationships represent the existing customer relationships of Opco that were valued by applying the multi-period excess earnings methodology.

(4)	The technology represents technologies acquired and developed by Opco for the purpose of operating its platform, which were valued using the relief-from-royalty method.

The following unaudited pro forma financial information presents the combined results of operations as if the Business Combination and the acquisition of Bridge2 Solutions had occurred as of January 1, 2020. The unaudited pro forma financial information as presented below is for illustrative purposes and does not purport to represent what the results of operations would actually have been if the business combinations occurred as of the date indicated or what the results would be for any future periods. The unaudited pro forma results reflect the

step-up

amortization adjustments for the fair value of intangible assets acquired, acquisition-related expenses, nonrecurring post-combination compensation expense, unit-based compensation expense under the new capital structure and the related adjustment to the income tax provision.


	Year ended December 31, 2021			Year ended December 31, 2020
Pro forma revenue, net	$	39,437		$	34,154
Pro forma net loss		(198,467	)		(168,751	)
Less: pro forma net loss attributable to noncontrolling interest		(165,136	)		(140,376	)

Pro forma net loss attributable to Bakkt Holdings, Inc.	$	(33,331	)	$	(28,375	)

Predecessor Acquisition

Bridge2 Solutions, LLC

On February 21, 2020, ICE acquired all of the issued and outstanding equity of Bridge2 Solutions LLC and its affiliated companies (collectively, “Bridge2 Solutions”), including their then-parent company B2S Holdings, Inc., a leading loyalty redemption platform provider connecting loyalty programs to ecommerce merchants allowing loyalty point holders to redeem a spectrum of loyalty currencies for digital assets, merchandise and services. On March 12, 2020, Bakkt completed a Series C round of financing valued at $300.0 million. As part of the financing, ICE contributed substantially all of the assets and liabilities of Bridge2 Solutions to the Company at a value of approximately $260.8 million. Bakkt accounted for the acquisition of Bridge2 Solutions as a common control transaction under ASC 805, as Bridge2 Solutions was owned by ICE prior to its combination with Opco. As such, we measured the recognized net assets of Bridge2 Solutions at the carrying amounts of the net assets previously recognized by ICE and began reflecting the operations of Bridge2 Solutions in its financial statements as of the date of its acquisition by ICE. This acquisition is included in the one reportable segment.

The following table summarizes the fair values of the net assets acquired as of the acquisition date (in thousands):


	February 21, 2020
Cash and cash equivalents	$	10,652
Accounts receivable		10,158
Other current assets		1,284
Property and equipment		4,465
Customer relationships		53,620
Technology		11,990
Trade name		415
Other non-current assets		2,864
Goodwill		216,575

Total assets acquired		312,023


	February 21, 2020
Accounts payable and accrued liabilities		(22,450	)
Deferred revenue		(12,703	)
Deferred income tax liabilities		(3,005	)
Other non-current liabilities		(2,402	)

Total liabilities assumed		(40,560	)

Total purchase consideration	$	271,463

The identifiable intangible assets acquired were $53.6 million for customer relationships, which have been assigned a useful life of 12 years, approximately $12.0 million for acquired technology, which has been assigned a useful life of 7 years, and $0.4 million for a trade name, which has been assigned a useful life of 1 year. The weighted average amortization period for the acquired intangible assets is 11.0 years. The goodwill related to the acquisition represents the value paid for expertise and industry

know-how

of the workforce, back-office infrastructure and expected synergies from Bridge2 Solutions’ complementary business model. We recognized an additional amount of approximately $10.1 million of goodwill as a result of push-down accounting by ICE for certain deferred income tax liabilities recognized, but not expected to be settled with ICE, in connection with the Bridge2 Solutions acquisition.

The actual results of operations of the acquisition has been included in the statements of operations from the date of acquisition. The following table summarizes Bridge2 Solutions’ revenue and earnings included in the statements of operations from February 22, 2020 through December 31, 2020 (in thousands):


	February 22, 2020 – December 31, 2020
Revenue	$	30,774
Net loss		(11,085	)

Goodwill and Intangible Assets, Net

12 Months Ended

Dec. 31, 2021

Goodwill and Intangible Assets Disclosure [Abstract]

Goodwill and Intangible Assets, Net

5. Goodwill and Intangible Assets, Net

Changes in goodwill consisted of the following (in thousands):


	Predecessor
Balance as of January 1, 2020	$	16,854
Acquisition of Bridge2 Solutions		216,575

Balance as of December 31, 2020		233,429
Foreign currency translation		(48	)

Balance as of October 14, 2021	$	233,381


	Successor
Balance as of October 15, 2021	$	1,527,071
Foreign currency translation		47

Balance as of December 31, 2021	$	1,527,118

The opening balance of goodwill as of October 15, 2021 represents the fair value of goodwill on the Closing Date. See Note 4 for additional details. No goodwill impairment charges have been recognized in the periods presented.

Intangible assets consisted of the following (in thousands):


	Successor
	December 31, 2021
	Weighted Average Useful Life (in years)		Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount
Licenses		Indefinite	$	241,320	$	—		$	241,320
Trademarks / trade names		Indefinite		39,470		—			39,470
Technology		4.2		67,310		(3,415	)		63,895
Customer relationships		8		44,970		(1,186	)		43,784

Total			$	393,070	$	(4,601	)	$	388,469


	Predecessor
	December 31, 2020
	Weighted Average Useful Life (in years)		Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount
Regulatory licenses		Indefinite	$	554	$	—		$	554
Acquired technology		7		13,690		(1,879	)		11,811
Customer relationships		12		53,620		(3,844	)		49,776
Trade name		1		415		(357	)		58

Total			$	68,279	$	(6,080	)	$	62,199

Amortization of intangible assets for the periods from October 15, 2021 through December 31, 2021 and January 1, 2021 through October 14, 2021 and the year ended December 31, 2020 was $4.6 million, $5.1 million and $6.5 million, respectively, and is included in “Depreciation and amortization” in the statements of operations.

Estimated future amortization for definite-lived intangible assets as of December 31, 2021 is as follows (in thousands):


	December 31, 2021
Year ending December 31:
2022	$	21,811
2023		21,811
2024		21,871
2025		18,896
2026		7,628
Thereafter		15,662

Total	$	107,679

Consolidated Balance Sheet Components

12 Months Ended

Dec. 31, 2021

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Consolidated Balance Sheet Components

6. Consolidated Balance Sheet Components

Accounts Receivable, Net

Accounts receivable, net consisted of the following (in thousands):


	Successor			Predecessor
	December 31, 2021			December 31, 2020
Trade accounts receivable	$	11,404		$	5,656
Unbilled receivables		5,448			2,590
Other receivables		1,500			2,312

Total accounts receivable		18,352			10,558
Less: allowance for doubtful accounts		(210	)		(150	)

Total	$	18,142		$	10,408

Other Current Assets

Other current assets consisted of the following (in thousands):


	Successor		Predecessor
	December 31, 2021		December 31, 2020
Prepaid expenses	$	4,784	$	4,631
Customer consideration asset, current (Note 10)		—		2,325

Total	$	4,784	$	6,956

Property, Equipment and Software, Net

Property, equipment and software, net consisted of the following (in thousands):


	Successor			Predecessor
	December 31, 2021			December 31, 2020
Internal-use software	$	3,550		$	20,343
Purchased software		17			110
Office furniture and equipment		19			609
Other computer and network equipment		2,991			1,199
Leasehold improvements		277			479

Property, equipment and software, gross		6,854			22,740
Less: accumulated amortization and depreciation		(733	)		(2,783	)

Total	$	6,121		$	19,957

For the periods from October 15, 2021 through December 31, 2021 and January 1, 2021 through October 14, 2021, and the year ended December 31, 2020, depreciation and amortization expense related to property, equipment and software amounted to approximately $0.8 million, $4.4 million and $2.7 million, respectively, of which $0.4 million, $3.6 million and $0.9 million, respectively, related to amortization expense of capitalized

internal-use

software placed in service.

ICE contributed to the Opco software obtained for internal use (Note 10). In connection with the Business Combination, this

internal-use

software was measured at fair value on the acquisition date and is included in the

fair value of technology acquired by the Company (Note 4). As of December 31, 2020, the total amount capitalized was $19.8 million, $17.4 million of which had been placed in service.

We entered into a software license agreement that required a minimum usage fee of approximately $0.7 million annually for the contract term. The license was capitalized at the present value of minimum license payments over the contract term. We recognized a corresponding liability for the license payments. The software license was being amortized over the contract term. During the period from October 15, 2021 through December 31, 2021, we terminated the software license agreement. As a result of the termination, we recorded an impairment charge of approximately $1.2 million for the impairment of the related asset to a fair value of $0 and income of $1.3 million for the extinguishment of the related liability. The impairment charge and income are reflected as “Impairment of long-lived assets” and “Other income (expense), net”, respectively.

During 2020, various customizations were made to an application being developed by a third party for Bakkt Marketplace to expand the application’s functionality to meet our business requirements. The application was customized to include necessary features, and its testing began in the second half of 2020. The testing indicated that the desired results would not be met, which was identified as a triggering event for impairment analysis that concluded that the application would not provide a viable solution for its business requirements. As a result, the carrying value of the capitalized

internal-use

software was impaired as of December 31, 2020. We recorded an impairment charge of approximately $11.5 million to reduce the carrying amount of

internal-use

software within property, equipment and software to a $0 fair value. The impairment charge is included in “Impairment of long-lived assets”.

During 2020, we terminated a software license agreement in accordance with the terms of the agreement. The license was related to the underlying clearing software utilized by Bakkt Clearing and had a five-year term. As a result of the termination, we recorded an impairment charge of approximately $1.4 million to

write-off

the license to a $0 fair value. The impairment charge is included in “Impairment of long-lived assets”.

During 2020, we purchased payment software to use in the

roll-out

of our alternative payment method. We ultimately built out our alternative payment method offering using

API-based

integrations instead of the acquired payment software. As such, we recorded an impairment charge of approximately $2.5 million to

write-off

the software to a $0 fair value that is included in “Impairment of long-lived assets”.

Deposits with Clearinghouse

Deposits with clearinghouse, current and noncurrent, consisted of the default resource contribution (Note 8). The default resource contribution amounted to approximately $15.2 million and $35.4 million as of December 31, 2021 and 2020, respectively.

On January 19, 2021, ICUS self-certified a rule change with the CFTC, reducing Bakkt Trust’s

“skin-in-the-game”

contribution to the ICUS guaranty fund to approximately $15.2 million from $35.4 million. Following the

two-week

self-certification period, in which no comments were received from the CFTC, ICUS proceeded with the reduction. On February 3, 2021, ICUS returned $20.2 million to Bakkt Trust. The default resource contribution includes less than $0.1 million of cash margins held with ICUS.

Other Assets

Other assets consisted of the following (in thousands):


	Successor		Predecessor
	December 31, 2021		December 31, 2020
Customer consideration asset, noncurrent (Note 10)	$	—	$	2,713
Operating lease right-of-use assets (Note 17)		11,239		1,799
Finance lease right-of-use assets		—		468
Other		2,640		598

Total	$	13,879	$	5,578

Accounts Payable and Accrued Liabilities

Accounts payable and accrued liabilities consisted of the following (in thousands):


	Successor		Predecessor
	December 31, 2021		December 31, 2020
Accounts payable	$	10,646	$	7,165
Accrued expenses		20,130		14,808
Purchasing card payable		17,698		12,683
Salaries and benefits payable		13,349		6,018
Other		2,267		2,241

Total	$	64,090	$	42,915

Other Current Liabilities

Other current liabilities consisted of the following (in thousands):


	Successor		Predecessor
	December 31, 2021		December 31, 2020
Participation units liability, current (Note 11)	$	2,027	$	—
Current maturities of operating lease liability		615		953
Software license obligation, current		—		675
Current maturities of finance lease liability		—		129
Other		1,075		186

Total	$	3,717	$	1,943

Other Noncurrent Liabilities

Other noncurrent liabilities consisted of the following (in thousands):


	Successor		Predecessor
	December 31, 2021		December 31, 2020
Software license obligation, noncurrent	$	—	$	1,233
Participation units liability, non-current (Note 11)		2,027		870
Operating lease liability, noncurrent (Note 17)		10,647		847
Finance lease liability, noncurrent		—		369

Total	$	12,674	$	3,319

Tax Receivable Agreement	12 Months Ended
Tax Receivable Agreement	Dec. 31, 2021
Income Tax Disclosure [Abstract]
Tax Receivable Agreement	7. Tax Receivable Agreement On October 15, 2021, we entered into a Tax Receivable Agreement with certain Opco Equity Holders. Pursuant to the Tax Receivable Agreement, among other things, holders of Opco common units may, subject to certain conditions, from and after April 15, 2022, exchange such Paired Interests for Class A common stock on a one-for-one 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 Tax Receivable Agreement provides for the payment by us to exchanging holders of Opco common units of 85% of certain net income tax benefits, if any, that we realize (or in certain cases is deemed to realize) as a result of these increases in tax basis and certain other tax attributes of Opco and tax benefits related to entering into the Tax Receivable Agreement, including tax benefits attributable to payments under the Tax Receivable Agreement. This payment obligation is an obligation of the Company and not of Opco. For purposes of the Tax Receivable Agreement, the cash tax savings in income tax will be computed by comparing our actual income tax liability (calculated with certain assumptions) to the amount of such taxes that we would have been required to pay had there been no increase (or decrease) to the tax basis of the assets of Opco as a result of Opco having an election in effect under Section 754 of the Code for each taxable year in which an exchange of Opco common units for Class A common stock occurs and had we not entered into the Tax Receivable Agreement. Such increase or decrease will be calculated under the Tax Receivable Agreement without regard to any transfers of Opco common units or distributions with respect to such Opco common units before the exchange under the Exchange Agreement to which Section 743(b) or 734(b) of the Code applies. As of December 31, 2021, no such exchanges have occurred, and as such, no value has been recorded under the Tax Receivable Agreement.

Related Parties	12 Months Ended
Related Parties	Dec. 31, 2021
Related Party Transactions [Abstract]
Related Parties	8. Related Parties ICE Management and Technical Support In December 2018, we entered into an intercompany services agreement with ICE to provide management and technical support services. For the period October 15, 2021 through December 31, 2021 and January 1, 2021 through October 14, 2021 and the year ended December 31, 2020, expenses of $0, $1.5 million and $3.1 million, respectively have been recorded in connection with this agreement and are reflected as “Related party expenses (affiliate in Predecessor periods)” in the statements of operations. Prior to the Business Combination, ICE also made various payroll distributions and payments to vendors on behalf of Opco and made unitary state income taxes on behalf of DACC Technologies, Inc., and Digital Asset Custody Company, Inc. (collectively with DACC Technologies, Inc., “DACC”). Upon consummation of the Business Combination, we entered into a Transition Services Agreement (“TSA”) with ICE in which ICE will provide insurance, digital warehouse, data center, technical support, and other transition-related services in exchange for quarterly service fees to be paid by us. We recognized $0.6 million of expense related to the TSA for the period from October 15, 2021 through December 31, 2021, which is reflected as “Related party expenses (affiliate in Predecessor periods)” in the statements of operations and “Due to related party (affiliate in Predecessor period)” in the balance sheets. Purchase and Sale Agreement with Executive A Company executive was a party to the Purchase and Sale Agreement entered into during April 2019, by and among, DACC, the Company, and each of the sellers of DACC. The Company executive owned approximately three percent of DACC’s equity prior to the sale and was paid approximately $0.2 million as consideration for the shares owned at closing and additional amount of less than $0.1 million upon the release of the escrow amount during 2020. Triparty Agreements The Triparty Agreement entered into in August 2019 provides for IFUS to list for trading one or more digital currency futures and/or options contracts, and for ICUS to serve as the clearing house to provide central counterparty and ancillary services for such contracts. The Triparty Agreement also governs our PDF Contracts (Note 2). The PDF Contracts generally have a duration of less than one month, and substantially all of the PDF Contracts are settled in the same month in which the trade execution is initiated. At the expiration of a PDF Contract, physical delivery will occur if the counterparties to the PDF Contract have not previously settled the PDF Contract. PDF Contract Traders are generally institutional investors and market makers that enter into agreements separately with each of IFUS, ICUS and us for trading, clearing and custody related services, respectively. With respect to our provision of custody services that are necessary to support the trading and clearing services provided by IFUS and ICUS for the PDF Contracts, our customers are IFUS and ICUS, who are related parties. In this regard, our obligation is to provide a stand-ready custody function that supports the trading and clearing services for the PDF Contracts. Our obligation to provide a stand-ready custody function includes related promises such as: (i) the initial onboarding of PDF Contract Traders to the custody warehouse, which represents the commencement of the custody services; (ii) maintaining a system of accounts within its custody warehouse on behalf of IFUS and ICUS to ensure accurate, timely transfers of bitcoin at PDF Contract maturity (thereby mitigating ICUS’s clearing risk and ensuring safe storage of bitcoin, including when PDF Contracts settle through physical delivery); (iii) standing ready to accept bitcoin deposits from PDF Contract Traders at any point between execution and settlement of the PDF Contract; (iv) verifying account balances of PDF Contract Traders as their PDF Contracts approach expiration; (v) making transfers between PDF Contract Traders as instructed by ICUS when the PDF Contracts reach expiration; and (vi) permitting withdrawals of bitcoin as directed by PDF Contract Traders. The maximum duration of our performance obligation extends from trade execution through the later of settlement of a PDF Contract or the ultimate withdrawal of physically-delivered bitcoin underlying the PDF Contract. However, in our experience, less than 1% of PDF Contracts go to physical settlement. In certain arrangements with PDF Contract Traders, IFUS offers rebates to support market liquidity and trading volume, which provides qualified PDF Contract Traders with a discount to the applicable transaction fee. Under the terms of the Triparty Agreement, these rebates reduce the amount of the trading and clearing revenue that IFUS and ICUS pay to us. To the extent the rebates issued to PDF Contract Traders exceed the transaction fees collected by IFUS and ICUS, we pay IFUS and ICUS for the difference between the rebate amounts and the collected transaction fees. We do not receive any goods or services from IFUS or ICUS in exchange for the payment. The payment to IFUS and ICUS for such shortfall is required to be paid pursuant to the Triparty Agreement. We recognized revenues related to the Triparty Agreement of approximately $0.1 million, $0.1 million and $(2.0) million for the periods from October 15, 2021 through December 31, 2021 and January 1, 2021 through October 14, 2021 and the year ended December 31, 2020, respectively, net of less than $0.1 million for rebates and incentive payments (contra-revenue) for the period from October 15, 2021 through December 31, 2021 and approximately $0.2 million and $3.4 million for rebates and incentive payments (contra-revenue) for the period from January 1, 2021 through October 14, 2021 and the year ended December 31, 2020, respectively. The Triparty Agreement also required Bakkt Trust to make, and, subject to certain limits, to replenish as needed a $35.4 million default resource contribution to ICUS, to be used by ICUS in accordance with the ICUS rules. As described in Note 6, the contribution requirement was reduced to $15.0 million in 2021. The contribution is included in the “Deposits with clearinghouse (affiliate in Predecessor period)” current and noncurrent balances. Interest earned on the contribution, net of certain fees and costs, is paid to Bakkt Trust from ICUS. We did not earn any interest for the periods from October 15, 2021 through December 31, 2021 and January 1, 2021 through October 14, 2021. Total interest of $0.1 million was earned for the year ended December 31, 2020 and is included in “Interest income, net.” All interest earned was collected as of December 31, 2020. Prior to the Business Combination, we also recognized a capital contribution for the cost of the trading and clearing services provided by IFUS and ICUS pursuant to the Contribution Agreement, which reduced revenue attributable to the Triparty Agreement by $0.2 million and $0.7 million for the period from January 1, 2021 through October 14, 2021 and the year ended December 31, 2020, respectively (Note 10). We did not recognize a material reduction in revenue related to this capital contribution for the period from October 15, 2021 through December 31, 2021. Pursuant to a separate triparty agreement among ICE Futures Singapore (“IFS”), ICE Clear Singapore (“ICS”) and Opco, IFS and ICS provide trade execution and clearing services to customers that trade the cash-settled futures. We provide to IFS and ICS pricing data from its PDF Contracts and also licenses its name to IFS and ICS for use in marketing the cash-settled futures. ICS and IFS pay to us 35% of the net trading and clearing revenue that they earn with respect to these contracts. We are not a party to the contracts with customers that trade the cash-settled futures. To date, the cash-settled contracts have resulted in no net revenue payable to us. As of December 31, 2021 and 2020, we had $0 and approximately $1.9 million, respectively, reflected as “Due to related party (affiliate in Predecessor period)” in the balance sheets related to the intercompany services agreement and Triparty Agreement. As of December 31, 2021 and 2020, we had approximately $0.1 million and $0, respectively, as recorded within “Accounts receivable, net” in the balance sheets related to the intercompany services agreement and Triparty Agreement. Other Contractual Relationships with ICE Prior to the withdrawal of Bakkt Clearing’s ICUS membership on May 20, 2020, Bakkt Clearing was required to hold shares of ICE stock for ICUS membership privileges. These shares were carried at cost basis and evaluated periodically for impairment. In connection with the withdrawal of Bakkt Clearing’s ICUS membership, these shares were remeasured at fair value, with unrealized gains and losses being reflected as “Other income (expense), net” in the statements of operations. In June 2021, we sold all of its shares of ICE stock. For the period from January 1, 2021 through October 14, 2021, we recorded a realized loss on the sale of shares of affiliate stock of approximately $0.1 million. For the year ended December 31, 2020, we recorded an unrealized gain of $0.6 million which is included in “Other income (expense), net”. On February 21, 2020, ICE acquired 100% of the issued and outstanding ownership interests in Bridge2 Solutions (Note 4). On March 12, 2020, we completed Series C round of funding in the amount of $299.7 million and issued 270,000,000 Class C voting units to ICE and certain minority investors (Note 10). As part of this funding, ICE contributed the Bridge2 Solutions business to us at an enterprise value of $261.4 million with $10.1 million of additional goodwill, as discussed in Note 4, and made a $2.6 million cash contribution, approximately $1.4 million of which was used to pay acquisition-related expenses incurred by the Company. Additionally, we received approximately $36.6 million of cash contributions from ICE and certain minority investors. Minority Investor Transactions On May 19, 2020, we entered into an agreement to issue a warrant for our Class C voting units to a minority investor in exchange for certain management consulting services rendered by minority investor to us. The fair value of the warrant on the grant date was estimated to be approximately $1.6 million. See Note 10 for additional disclosures.

Warrants

9 Months Ended

12 Months Ended

Oct. 14, 2021

Dec. 31, 2021

Warrants

9. Warrants

As of December 31, 2021, there were 7,141,035 public warrants and 0 private placement warrants outstanding. public warrants may only be exercised for a whole number of shares. No fractional shares will be issued upon exercise of the public warrant. Each warrant entitles its holders to purchase one share of Class A common stock at an exercise price of $11.50 per share. The public warrants and private placement warrants became exercisable on November 15, 2021. The public warrants will expire five years after the Closing Date, or earlier upon redemption or liquidation. We may redeem the outstanding warrants when various conditions are met, such as specific stock prices, as detailed in the specific warrant agreements. The warrants are recorded as a liability and reflected as “Warrant liability” in the balance sheets.

During the period from October 15, 2021 through December 31, 2021, we issued 7,194,928 shares of Class A common stock in exchange for the exercise of 3,227,566 public warrants and the cashless exercise of 6,147,440 private placement warrants. We received $37.1 million in proceeds from the exercise of the public warrants. We recognized a loss from the change in fair value of the warrant liability during the period from October 15, 2021 through December 31, 2021 of $79.4 million.

Warrants

NOTE 8 — WARRANTS LIABILITIES

At October 14, 2021 and December 31, 2020, the fair value of the Public Warrants was $17,211,878 and $11,509,147, respectively and the fair value of the Private Placement Warrants was $14,618,000 and $11,003,918 respectively. Public Warrants may only be exercised for a whole number of shares. No fractional shares will be issued upon exercise of the Public Warrants. The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination or (b) one year from the closing of the Initial Public Offering. The Public Warrants will expire five years from the completion of a Business Combination or earlier upon redemption or liquidation.

The Company will not be obligated to deliver any Class A ordinary shares pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the

Securities Act with respect to the Class A ordinary shares underlying the warrants is then effective and a prospectus relating thereto is current, subject to the Company satisfying its obligations with respect to registration. No warrant will be exercisable and the Company will not be obligated to issue a Class A ordinary share upon exercise of a warrant unless the Class A ordinary share issuable upon such warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the warrants.

The Company has agreed that as soon as practicable, but in no event later than 15 business days, after the closing of a Business Combination, it will use its best efforts to file with the SEC a registration statement for the registration, under the Securities Act, of the Class A ordinary shares issuable upon exercise of the warrants. The Company will use its best efforts to cause the same to become effective and to maintain the effectiveness of such registration statement and a current prospectus relating thereto until the expiration of the warrants in accordance with the provisions of the warrant agreement. If a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants is not effective by the sixtieth (60th) business day after the closing of a Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption. Notwithstanding the above, if the Class A ordinary shares are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, the Company will not be required to file or maintain in effect a registration statement, and in the event the Company does not so elect, it will use its best efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available.

Redemption of warrants when the price per Class

A ordinary share equals or exceeds $18.00

Once the warrants become exercisable, the Company may redeem the outstanding warrants (except as described with respect to the Private Placement Warrants):

•

in whole and not in part;

•

at a price of $0.01 per warrant;

•

upon a minimum of 30 days’ prior written notice of redemption to each warrant holder; and

•

if, and only if, the closing price of the Class A ordinary shares equals or exceeds $18.00 per share (as adjusted) for any 20 trading days within

a 30-trading day

period ending three business days before the Company sends the notice of redemption to the warrant holders.

If and when the warrants become redeemable by the Company, the Company may exercise its redemption right even if it is unable to register or qualify the underlying securities for sale under all applicable state securities laws.

Redemption of warrants when the price per Class

A ordinary share equals or exceeds $10.00

Once the warrants become exercisable, the Company may redeem the outstanding warrants (except as described with respect to the Private Placement Warrants):

•

in whole and not in part;

•

at $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption;

provided

that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that

number of shares based on the redemption date and the “fair market value” of the Company’s Class A ordinary shares;

•

if, and only if, the closing price of the Class A ordinary shares equals or exceeds $10.00 per public share (as adjusted) for any 20 trading days within

the 30-trading day

period ending three trading days before the Company send the notice of redemption of the warrant holders; and

•

if the closing price of the Class A ordinary shares for any 20 trading days within

a 30-trading day

period ending on the third trading day prior to the date on which we send the notice of redemption to the warrant holders is less than $18.00 per share (as adjusted), the Private Placement Warrants must also be concurrently called for redemption on the same terms as the outstanding Public Warrants, as described above.

If the Company calls the Public Warrants for redemption, as described above, its management will have the option to require any holder that wishes to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. The exercise price and number of ordinary shares issuable upon exercise of the Public Warrants may be adjusted in certain circumstances including in the event of a share dividend, extraordinary dividend or recapitalization, reorganization, merger or consolidation. However, except as described below, the Public Warrants will not be adjusted for issuances of ordinary shares at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the Public Warrants. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of Public Warrants will not receive any of such funds with respect to their Public Warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with respect to such Public Warrants. Accordingly, the Public Warrants may expire worthless.

In addition, if (x) the Company issues additional Class A ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of a Business Combination at an issue price or effective issue price of less than $9.20 per Class A ordinary share (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of a Business Combination on the date of the consummation of a Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Class A ordinary shares during the 10 trading day period starting on the trading day prior to the day on which the Company consummates a Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price, and the $10.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price.

The Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that the Private Placement Warrants and the Class A ordinary shares issuable upon the exercise of the Private Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be exercisable on a cashless basis and be

non-redeemable,

except as described above, so long as they are held by the initial purchasers or their permitted transferees. If the Private Placement Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants.

Stockholders' Equity

9 Months Ended

12 Months Ended

Oct. 14, 2021

Dec. 31, 2021

Stockholders' Equity

10. Stockholders’ Equity

Preferred Stock

We are authorized to issue 1,000,000 shares of preferred stock with a par value of $0.0001 per share. The holders of a series of preferred stock shall be entitled only to such voting rights as shall expressly be granted thereto by the Certificate of Incorporation (including any certificate of designation relating to such series of preferred stock). As of December 31, 2021, no shares of preferred stock have been issued.

Common Stock

Class A Common Stock

We are authorized to issue 750,000,000 shares with a par value of $0.0001 per share. Each holder of Class A common stock is entitled to one vote for each share of Class A common stock held of record by such holder on all matters on which stockholders generally or holders of Class A common stock as a separate class are entitled to vote, including the election or removal of directors (whether voting separately as a class or together with one or more classes of our capital stock). As of December 31, 2021, there were 57,164,388 shares of Class A common stock issued and outstanding.

Dividends

Subject to preferences that may be applicable to any outstanding preferred stock, the holders of shares of Class A common stock are entitled to receive ratably such dividends, if any, as may be declared from time to time by our Board out of funds legally available therefor.

Liquidation

In the event of any voluntary or involuntary liquidation, dissolution or winding up of our affairs, the holders of Class A common stock are entitled to share ratably in all assets remaining after payment of our debts and other liabilities, subject to prior distribution rights of preferred stock or any class or series of stock having a preference over the Class A common stock, then outstanding, if any.

Class V Common Stock

We are authorized to issue 250,000,000 shares with par value $0.0001 per share. These shares have no economic value but entitle the holder to one vote per share. Each Opco common unit, when coupled with one share of our Class V common stock is referred to as a “Paired Interest.” Paired Interests may be exchanged for one share of our Class A common stock or a cash amount in accordance with the Third Amended and Restated Limited Liability Company Agreement of Opco, and the Exchange Agreement. As of December 31, 2021, there were 206,271,792 shares of Class V common stock issued and outstanding.

Dividends

Dividends shall not be declared or paid on the Class V common stock.

Liquidation

In the event of any voluntary or involuntary liquidation, dissolution or winding up of our affairs, the holders of Class V common stock shall not be entitled to receive any of our assets.

Restrictions

In the event that any outstanding share of Class V common stock ceases to be held directly or indirectly by a holder of a Opco common units, such share will automatically be transferred to us and cancelled for no consideration. We will not issue additional shares of Class V common stock after the effectiveness of the Certificate of Incorporation other than in connection with the valid issuance or transfer of Opco common units in accordance with Opco’s Third Amended and Restated Limited Liability Company Agreement (the “LLC Agreement”).

Members’ Equity

Prior to the Business Combination, Opco had three classes of voting units – Class A, Class B and Class C voting units – and incentive units granted under the Opco Incentive Equity Plan (the “Opco Plan”) (Note 11).

In December 2018, pursuant to the contribution agreement between Opco and ICE in connection with ICE’s formation of Opco (the “Contribution Agreement”), ICE committed to contribute developed assets and licenses in exchange for 400,000,000 Class A voting units. The primary value contributed by ICE was the access to the trading and clearing services to be provided for the duration of the Triparty Agreement. Prior to 2020, ICE had contributed developed technology assets of $1.7 million, which is included in “Property, equipment and software, net” (Note 6). The contribution from ICE and associated increase in “Members’ equity” for the Class A voting units issued was recognized over time as the services were provided. During the period from January 1, 2021

through October 14, 2021 and the year ended December 31, 2020, ICE contributed approximately $0.2 million and $0.7 million, respectively, of exchange and clearing license value based on costs incurred by IFUS and ICUS for executing and clearing bitcoin futures under the Triparty Agreement. This is shown as a reduction to “Net revenues” in the statements of operations and an increase to “Members’ equity” in the balance sheets. The reduction to revenue for the period from October 15, 2021 through December 31, 2021 was immaterial.

Also, in December, 2018, ICE and minority investors contributed $182.5 million in exchange for Class B voting units. This was comprised of $111.5 million and $71.0 million contributed by ICE and other Class B voting unit holders (“Minority Investors”), respectively.

Each Class B voting unit was convertible at the option of the voting unit holder any time into Class A voting units using a defined conversion price formula. All Class B voting units were to convert automatically to Class A voting units in the event of an initial public offering.

ICE had a call option on voting units held by Minority Investors that had a trigger date on the fifth anniversary of the launch of certain services, which occurred on September 23, 2019, and ending on the second anniversary after the trigger date. The Minority Investors had a put option on the voting units held requiring ICE to purchase the voting units, based on a trigger date on the third anniversary of the launch of certain services, which occurred on September 23, 2019, and ending on the second anniversary after the trigger date. The price on both the call and put was based on a fair market value calculation, as defined in the LLC Agreement.

In February 2020, Opco entered into a second amended and restated limited liability company agreement. In March 2020, Opco issued approximately 270,000,000 Class C voting units at a price of $1.11 per share for total consideration of $299.7 million. The issuance resulted in Opco recognizing approximately $9.6 million of compensation cost associated with its equity incentive plan (Note 11).

In connection with the Business Combination (Note 4), the Opco equity holders converted 400,000,000 Opco Class A voting units, 192,453,454 Opco Class B voting units, and 270,270,270 Opco Class C voting units to 189,933,286 shares of Class V common stock on a pro rata basis. Additionally, we issued 17,473,362 shares of Class V common stock related to the outstanding Opco incentive units.

Issuance of Class B Warrant

On February 19, 2020, Opco issued a warrant to a strategic partner to purchase 15,000,000 of Opco’s Class B voting units (“Class B Warrant”), at an exercise price of $1.00 per unit, exercisable upon issuance, that expires 3 years from issuance.

Since the strategic partner is also a customer of Opco, the issuance of the warrant was determined to be consideration payable to a customer and was recognized as a unit-based sales incentive at fair value on the warrant’s issuance date of $5.4 million, with a corresponding asset recognized and amortized over the term of the customer contract as a reduction to revenue (Note 3). The current and noncurrent portions of the corresponding asset are included in “Other current assets” and “Other assets,” respectively.

The fair value of the Class B Warrant at the issuance date was measured using the Black-Scholes model. The key inputs used in the valuation were as follows:


	As of February 19, 2020
Dividend yield		—	%
Risk-free interest rate		1.39	%
Expected volatility		40.00	%
Expected term (years)		3.00

Estimates were determined as follows (i) expected term based on the warrant’s contractual period, (ii) based on the blended volatilities of comparable public companies, (iii) risk-free interest rates based on the U.S. Treasury yield for the expected term, and (iv) an expected dividend yield of zero percent was used since we did not yet and do not yet presently expect to pay dividends.

On April 6, 2021, the strategic partner elected to net exercise its Class B Warrant in exchange for 9,953,454 of Class B voting units.

In October 2021, Opco updated its assessment of future revenue from its relationship with the strategic partner and determined that the carrying value of the customer consideration asset exceeded the revenue less cost to provide service expected to be recognized from this relationship. As a result, Opco recorded an impairment charge of approximately $3.6 million to measure the fair value of the customer consideration asset at $0. The impairment charge is reflected as “Impairment of long-lived assets”. Refer to Note 3 for additional disclosures of the revenue reductions related to the customer consideration asset.

Issuance of Class C Warrant

In May, 2020, Opco issued a warrant to a minority investor to purchase 3,603,600 of Opco’s Class C voting units (“Class C Warrant”), at an exercise price of $1.11 per unit. The warrant vests upon the fulfillment of certain service conditions, with an expiration date of September 23, 2024. The fair value of the warrant on the grant date was estimated to be approximately $1.6 million.

Opco measured the fair value of the warrant at issuance using the Black-Scholes option pricing model. The key inputs used in the valuation were as follows:


Dividend yield	—	%
Risk-free interest rate	0.33	%
Expected volatility	50.00	%
Expected term (years)	4.35

Estimates of expected term were based on the contractual period of the warrants. Estimates of the volatility for the Black-Scholes option-pricing model were based on the blended volatilities of comparable public companies. The risk-free interest rates were based on the U.S. Treasury yield for a term consistent with the expected term. Opco had neither declared or paid any cash dividends and did not plan to pay cash dividends in the foreseeable future as of the issuance date. As a result, an expected dividend yield of zero percent was used.

In August 2021, Opco amended the Class C Warrant to change the service conditions for 781,515 warrant units. The service conditions for the remaining 2,822,085 units were unchanged.

Opco accounted for the amendment as a modification and remeasured the fair value of the modified warrant units on the modification date using the Black-Scholes model. The fair value of the modified warrant units on modification date was estimated to be approximately $1.0 million. The key inputs used in the valuation were as follows:


Dividend yield	—	%
Risk-free interest rate	0.41	%
Expected volatility	45.00	%
Expected term (years)	3.06

Estimates of expected term were based on the contractual period of the warrants. Estimates of the volatility for the Black-Scholes model were based on the blended volatilities of comparable public companies. The risk-free interest rates were based on the U.S. Treasury yield for a term consistent with the expected term. Opco had neither declared or paid any cash dividends and did not plan to pay cash dividends in the foreseeable future as of the issuance date. As a result, an expected dividend yield of zero percent was used.

In connection with the Business Combination, the modified warrant units automatically converted into the right to purchase 793,352 Paired Interests in Opco at an exercise price of $1.11 per Paired Interest. As of December 31, 2021, 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. As of December 31, 2020, no warrant units had vested or been exercised. We recorded approximately $1.0 million of expense during the period from January 1, 2021 through October 14, 2021 upon the vesting of the modified warrant units which is reflected in “Selling, general and administrative” in the statements of operations. No expenses were recorded in the period from October 15, 2021 through December 31, 2021 or the year ended December 31, 2020 since the service conditions were not probable of being met in those periods.

Stockholders' Equity

NOTE 7 — SHAREHOLDERS’ EQUITY

Preference Shares

—The Company is authorized to issue 1,000,000 preference shares with a par value of $0.0001 per share, with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors. As of October 14, 2021 and December 31, 2020, there were no preference shares issued or outstanding.

Class

A Ordinary Shares

— At October 14, 2021 and December 31, 2020, there were 20,737,202 Class A ordinary shares issued and outstanding, including Class A ordinary shares subject to possible redemption which are presented as temporary equity.

Class

B Ordinary Shares

—The Company is authorized to issue 20,000,000 Class B ordinary shares, with a par value of $0.0001 per share. Holders of the Class B ordinary shares are entitled to one vote for each share. As of October 14, 2021 and December 31, 2020, there were 5,184,300 Class B ordinary shares issued and outstanding.

Only holders of the Class B ordinary shares will have the right to vote on the appointment of directors prior to the Business Combination. Holders of Class A ordinary shares and Class B ordinary shares will vote together as a single class on all other matters submitted to a vote of shareholders, except as required by law and except that in a vote to continue the Company in a jurisdiction outside the Cayman Islands, holders of Class B ordinary shares will have ten votes per share and holders of Class A ordinary shares will have one vote per share.

The Class B ordinary shares will automatically convert into Class A ordinary shares concurrently with or immediately following the consummation of a Business Combination on a one-for-one basis, subject to adjustment. In the case that additional Class A ordinary shares or equity-linked securities are issued or deemed issued in connection with a Business Combination, the number of Class A ordinary shares issuable upon conversion of all Founder Shares will equal, in the aggregate, 20% of the total number of Class A ordinary shares outstanding after such conversion (after giving effect to any redemptions of Class A ordinary shares by Public Shareholders), including the total number of Class A ordinary shares issued, or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of a Business Combination, excluding any Class A ordinary shares or equity-linked securities exercisable for or convertible into Class A ordinary shares issued, or to be issued, to any seller in a Business Combination and any Private Placement Warrants issued to the Sponsor, officers or directors upon conversion of Working Capital Loans; provided that such conversion of Founder Shares will never occur on a less than

one-for-one

basis.

The entire disclosure for shareholders' equity comprised of portions attributable to the parent entity and noncontrolling interest, including other comprehensive income. Includes, but is not limited to, balances of common stock, preferred stock, additional paid-in capital, other capital and retained earnings, accumulated balance for each classification of other comprehensive income and amount of comprehensive income.

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Share-based Payment Arrangement [Abstract]

Share-Based and Unit-Based Compensation

12 Months Ended

Dec. 31, 2021

Share-Based and Unit-Based Compensation

11. Share-Based and Unit-Based Compensation

2021 Incentive Plan

Our 2021 Omnibus Incentive Plan (the “2021 Incentive Plan”) became effective on the Closing Date with the approval of VIH’s shareholders and the Board of Directors. The 2021 Incentive Plan allows us to make equity and equity-based incentive awards to employees,

non-employee

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, expect under limited conditions.

Share-Based Compensation Expense

During the period from October 15, 2021 through December 31, 2021, we granted 2,141,778 RSUs to employees and directors of Bakkt and Bakkt Trust. We recorded $1.0 million of share-based compensation expense for the period from October 15, 2021 through December 31, 2021 which is included in “Compensation and benefits” in the statements of operations.

Unrecognized compensation expense as of December 31, 2021 was $18.6 million for the RSUs. The unrecognized compensation expense will be recognized over a weighted-average period of 1.51 years.

In January and February, 2022, we granted 6,869,070 RSUs and 4,765,378 PSUs to employees and directors of Bakkt and Bakkt Trust. The majority of these grants were related to initial employment agreements for executives, which were approved by the Compensation Committee of the Board of Directors.

RSU Activity

The following tables summarize RSU activity under the 2021 Incentive Plan for the period from October 15, 2021 through December 31, 2021 (in thousands, except per unit data):


Successor
RSUs	Number of RSUs		Weighted Average Remaining Contractual Term (years)		Weighted Average Grant Date Fair Value		Aggregate Intrinsic Value
Outstanding as of October 15, 2021		—
Granted		2,142			$	9.18	$	19,669
Forfeited		—
Outstanding as of December 31, 2021		2,142		1.51	$	9.18
Vested as of December 31, 2021		—

Opco Plan

In December 2018, Opco established the Opco Plan. The purpose of the Opco Plan was to provide incentives to selected employees, directors, and service providers to promote long-term growth and profitability. Three types of awards may be granted under the Opco Plan: (1) preferred incentive units, (2) common incentive units, and (3) participation units. The total number of units that Opco was authorized to issue under the Opco Plan was 156,000,000, which were granted at the discretion of the Compensation Committee of the Board of Directors of the Company.

Preferred incentive units and common incentive units (collectively, “incentive units”) represent an ownership interest in Opco and are entitled to receive distributions from Opco, subject to certain vesting conditions. Opco classifies incentive units as equity awards on its consolidated balance sheets.

Participation units, issued directly by Opco to Opco Plan participants, do not represent an ownership interest in Opco but rather provide Opco Plan participants the contractual right to participate in the value of Opco, if any through a cash payment upon the occurrence of certain events following vesting of the participation units. Because participation units are settled in cash, Opco classifies participation units as liability awards on its consolidated balance sheets.

The units are unvested on the grant date and are subject to the vesting terms in the award agreement. They do not receive distributions until such units are vested. The units vest subject to continuous employment through the vesting date (subject to limited exceptions), and the achievement of certain performance and market conditions. A portion of the units may be subject to vesting upon a liquidity event, initial public offering, or partial exit event, or to the extent any incentive units and participation units remain outstanding and unvested on the date that is the eight-year anniversary of the launch of one of Opco’s services in a production environment, which occurred on September 23, 2019, these remaining units will vest based on the calculated fair market value of Opco as of such date. The Business Combination was an initial public offering vesting event contemplated in the Opco Plan.

On December 19, 2018, Opco and Bakkt Management, LLC (the “Management Vehicle”), a wholly-owned subsidiary of Opco, entered into the

Back-to-Back

Agreement. The Management Vehicle has no substantive operations, and its sole purpose is to own incentive units in Opco. Under the

Back-to-Back

Agreement, Opco grants incentive units to the Management Vehicle, which is a member of Opco, and the Management Vehicle issues economically identical membership interests in the Management Vehicle (“Management incentive units”) to employees. Any employees who receive Management incentive units have an ownership interest in the Management Vehicle, which corresponds to an indirect ownership interest in Opco. Beginning on the 4th anniversary of the date that an incentive unit vests and assuming that Opco has not consummated an IPO or Liquidity Event, the Management Vehicle has the right, but not the obligation, to require Opco to purchase all of the incentive units then held by the Management Vehicle, for a period of four years. As such, Opco classified the incentive units as “Mezzanine equity” in the balance sheets due to this put option which represents a redemption feature. Since the incentive units reached a vesting event due to the Business Combination, the Management Vehicle no longer has the right to require Opco to purchase all of the incentive units held by the Management Vehicle. Accordingly, since the Closing Date, the Company classifies the incentive units as “Noncontrolling interest” in the balance sheets. Prior to the Business Combination, the incentive units were not subject to remeasurement until exercise of the put option became probable. As of December 31, 2020, Opco did not believe it was probable that the put option would be exercised and had not remeasured these incentive units.

In February 2020, the Compensation Committee of the Board of Directors of ICE (the previous administrators of the Opco Plan) approved the exchange of certain participation units into common incentive units (the “Unit Exchange”). The Unit Exchange was communicated to eligible participants in April 2020, all of whom elected to participate in the exchange. Under the Unit Exchange, each participation unit was exchanged for common incentive units at a 1.00:1.11 ratio. The Unit Exchange did not result in additional compensation expense because the fair value of the units immediately before and after the modification was the same.

In May 2020, Opco amended the Opco Plan. Under the modified Opco Plan, participants have the opportunity to continue to hold unvested units upon voluntary resignation of employment. The number of unvested units that a participant can continue to hold depends on the number of years that the participant was employed.

Non-forfeited

units vest upon the occurrence of a vesting event, as defined in the Opco Plan, subject to time restrictions. The modification to the Opco Plan did not result in additional compensation expense being recognized because the fair value of the units immediately before and after the modification was the same.

In anticipation of the Business Combination, certain incentive unit awards granted under the Opco Plan in late 2020 were modified. The modification was approved in April 2021. The modification required Opco to redeem 40% of the first

one-third

of certain employee awards which were scheduled to vest upon consummation of the Business Combination. Upon consummation of the Business Combination, we paid approximately $1.5 million to award holders for the redemption. This amount is included in the purchase consideration paid to Opco Equity Holders (Note 4). As this obligation was contingent upon consummation of the Business Combination, Opco did not recognize any additional unit-based compensation expense as a result of the modification for the period from January 1, 2021 through October 14, 2021.

Upon consummation of the Business Combination, the 76,475,000 outstanding preferred incentive units and 23,219,745 outstanding common incentive units were converted into 17,473,362 Successor common incentive units, and the 10,811,502 outstanding participation units were converted into 1,197,250 Successor participation units. Contemporaneously with the conversion, approximately

one-third

of the awards in the Opco Plan vested. In November 2021, we made total payments of $5.2 million to settle the vested participation units. These payments are included in “Other assets and liabilities” in the statements of cash flows. The second and third

one-third

tranches will generally vest on the

one-year

and

two-year

anniversary date of the closing, respectively, 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 period from October 15, 2021 through December 31, 2021, was as follows (in thousands):

Successor

Type of unit

Compensation
Expense

Statement of
Operations and
Comprehensive
Loss
Classification

Balance Sheet
Classification

Common incentive unit

42,376

Compensation
and benefits

Noncontrolling
interest

Participation unit

2,516

Compensation
and benefits

Other noncurrent
liabilities

Total

44,892

Unit-based compensation expense for the period from January 1, 2021 through October 14, 2021, was as follows (in thousands):

Predecessor

Type of unit

Compensation
Expense

Statement of
Operations and
Comprehensive
Loss
Classification

Balance Sheet
Classification

Preferred incentive unit

14,091

Compensation
and benefits

Mezzanine
equity

Common incentive unit

12,447

Compensation
and benefits

Mezzanine
equity

Participation unit

7,339

Compensation
and benefits

Other noncurrent
liabilities

Total

33,877

Unit-based compensation expense for the year ended December 31, 2020 was as follows (in thousands):


Predecessor
Type of unit	Compensation Expense		Statement of Operations and Comprehensive Loss Classification	Balance Sheet Classification
Preferred incentive unit	$	9,210	Compensation and benefits	Mezzanine equity
Common incentive unit		1,727	Compensation and benefits	Mezzanine equity
Participation unit		712	Compensation and benefits	Other noncurrent liabilities

Total	$	11,649

Included in the unit-based compensation expense for the period from October 15, 2021 through December 31, 2021 is $47.2 million of accelerated expense related to the incremental fair value of Successor common incentive and participation units based on remeasurement of the fair value of common incentive units and participation units in the Opco Plan on the Closing Date, as well as acceleration of expense for

non-substantive

service. This increase in expense was partially offset by the reversal of expense previously recorded for forfeitures of preferred and common incentive units made by certain former employees.

Included in the unit-based compensation expense for the period January 1, 2021 through October 14, 2021 is approximately $30.6 million of accelerated expense related to the

one-third

of the incentive units and participation units in the Opco Plan which vested upon consummation of the Business Combination.

Included in the unit-based compensation expense for the year ended December 31, 2020 is approximately $9.6 million of accelerated expense related to Opco’s incentive and participation units resulting from the issuance of Class C voting units (Note 10). The additional compensation cost was recognized because the issuance of additional units changed the scenario in the Monte Carlo simulation that was used to calculate the fair value of incentive units and participation units. The new scenario resulted in an acceleration of the compensation cost recognized for Opco’s incentive and participation units. This compensation cost is included in “Acquisition-related expenses”.

Unrecognized compensation expense as of December 31, 2021 was approximately $5.7 million and $1.9 million for common incentive units and participation units, respectively. The unrecognized compensation expense will be recognized over a weighted-average period of 1.79 years.

Unrecognized compensation expense as of December 31, 2020 was approximately $13.7 million, $9.8 million, and $10.4 million for preferred incentive units, common incentive units, and participation units, respectively. At the time, the unrecognized compensation expense was to be recognized over a weighted-average period of 6.75 years.

Unit Activity

The following tables summarize common incentive unit activity under the Opco Plan for the period October 15, 2021 through December 31, 2021 (in thousands, except per unit data):


Successor
Common Incentive Units	Number of Common Incentive Units			Weighted Average Remaining Contractual Term (years)		Weighted Average Grant Date Fair Value		Aggregate Intrinsic Value
Outstanding as of October 15, 2021		17,473			2.00	$	6.30	$	109,998
Granted		—
Forfeited		(1,134	)			$	6.30
Outstanding as of December 31, 2021		16,339			1.79	$	6.30	$	133,240
Vested as of December 31, 2021		11,507						$	93,840

The following tables summarize preferred incentive unit and common incentive unit activity under the Opco Plan for the period from January 1, 2021 through October 14, 2021 and the year ended December 31, 2020 (in thousands, except per unit data):


Predecessor
Preferred Incentive Units	Number of Preferred Incentive Units			Weighted Average Remaining Contractual Term (years)		Weighted Average Grant Date Fair Value		Aggregate Intrinsic Value
Outstanding as of January 1, 2020		82,125			7.73	$	0.42	$	34,493
Granted		3,350				$	0.63	$	2,105
Forfeited		(9,000	)			$	0.41
Outstanding as of December 31, 2020		76,475			6.75	$	0.42	$	88,711
Granted		—
Forfeited		—
Outstanding as of October 14, 2021		76,475			6.04	$	0.42	$	141,058
Vested as of October 14, 2021		—


Predecessor
Common Incentive Units	Number of Common Incentive Units			Weighted Average Remaining Contractual Term (years)		Weighted Average Grant Date Fair Value		Aggregate Intrinsic Value
Outstanding as of January 1, 2020		3,750			7.73	$	0.34	$	1,275
Granted		31,333				$	0.42	$	13,065
Forfeited		(8,250	)			$	0.33
Outstanding as of December 31, 2020		26,833			6.75	$	0.43	$	25,760
Granted		—
Forfeited		(3,613	)			$	0.39
Outstanding as of October 14, 2021		23,220			6.04	$	0.53	$	25,605
Vested as of October 14, 2021		—

The participation units granted during the periods from October 15, 2021 through December 31, 2021 and January 1, 2021 through October 14, 2021, and the year ended December 31, 2020 were 0.0 million, zero, and 10.7 million, respectively. The total number of participation units outstanding as of December 31, 2021, October 14, 2021, and December 31, 2020 were 0.7 million, 10.8 million, and 11.8 million, respectively. During the Successor period, we granted certain employees awards, which are payable over a

two-year

period in cash or shares of Class A common stock in an amount that will fluctuate based on the trading price of Class A common stock. We have included these awards in the amounts above as they are subject to the same accounting as the participation units. The fair value of the participation units as of December 31, 2021, October 14, 2021 and December 31, 2020 was $4.1 million, $6.7 million, and $0.9 million, respectively. 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 condition associated with the vesting of the units. The determination of the fair value of the units is affected by Opco’s stock price and certain assumptions such as Opco’s expected stock price volatility over the term of the units, risk-free interest rates, and expected dividends, which are determined as follows:

•

Expected term – The expected term represents the period that a unit is expected to be outstanding.

•

Volatility – Opco has limited historical data available to derive its own stock price volatility. As such, Opco estimates stock price volatility based on the average historic price volatility of comparable public industry peers.

•

Risk-free interest rate – The risk-free rate is based on the U.S. Treasury yield curve in effect on the grant date for securities with similar expected terms to the term of Opco’s incentive units.

•

Expected dividends – Expected dividends is assumed to be zero as Opco has not paid and does not expect to pay cash dividends or

non-liquidating

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.

The inputs used in the models to estimate the fair value of the common incentive units and participation units granted in 2021 and preferred incentive units, common incentive units, and participation units granted in 2020, including the common incentive units granted in connection with the Unit Exchange, are summarized as follows:


	Successor			Predecessor
	December 31, 2021			December 31, 2020
Dividend yield		—	%		—	%
Risk-free interest rate		0.06% - 0.36	%		1.85	%
Expected volatility		51.00% - 53.00	%		45.00	%
Expected term (years)		0.50 - 2.00			4.73 and 7.73
Discount for lack of marketability		8.20	%		21.00% - 24.00	%

Net Loss per share

12 Months Ended

Dec. 31, 2021

Earnings Per Share [Abstract]

Net Loss per share

12. Net Loss per share

Basic earnings per share is based on the weighted average number of shares of Class A common stock issued and outstanding during the Successor period. Diluted earnings per share is based on the weighted average number shares of Class A common stock issued and outstanding and the effect of all dilutive common stock equivalents and potentially dilutive share-based awards outstanding during the Successor period. For the Successor period, there is no difference in the number of shares used to calculate basic and diluted shares outstanding due to our net loss position. The potentially dilutive securities that would be anti-dilutive due to our net loss are not included in the calculation of diluted net loss per share attributable to controlling interest. The anti-dilutive securities are included in the table below.

The following is a reconciliation of the denominators of the basic and diluted per share computations for net loss (in thousands, except share and per share data):


	Successor
	From October 15, 2021 through December 31, 2021
Net Loss per share:
Numerator – basic and diluted:
Net loss	$	(164,827	)
Less: Net loss attributable to noncontrolling interest		(120,832	)

Net loss attributable to Bakkt Holdings, Inc. – basic and diluted	$	(43,995	)

Denominator – basic and diluted:
Weighted average shares outstanding – basic and diluted		54,018,064

Net loss per share – basic and diluted	$	(0.81	)

Potential common shares issuable to employee or directors upon exercise or conversion of shares under our share-based and unit-based compensation plans and upon exercise of warrants are excluded from the computation of diluted earnings per common share when the effect would be anti-dilutive.

The following table summarizes the total potential common shares excluded from diluted loss per common share as their effect would be anti-dilutive:


	Successor
	From October 15, 2021 through December 31, 2021
RSUs		2,141,778
Private and public warrants		7,141,035
Opco warrants		793,352
Opco unvested incentive units		4,831,432
Opco common units		201,440,360

Total		216,347,957

Capital Requirements	12 Months Ended
Capital Requirements	Dec. 31, 2021
Financial Services, Banking and Thrift [Abstract]
Capital Requirements	13. Capital Requirements Bakkt Trust is subject to certain NYDFS regulatory capital requirements. 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 December 31, 2021 and 2020, Bakkt Trust had determined that $16.5 million, respectively should be set aside to satisfy these, which is reflected as “Restricted cash” in the balance sheets. Bakkt Clearing is registered as a futures commission merchant (“FCM”) with the Commodity Futures Trading Commission (“CFTC”) and is a member of the National Futures Association (“NFA”). Bakkt Clearing is subject to CFTC Regulation 1.17, and the NFA capital requirements. Under these requirements, it is 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. These margin requirements may change from day to day, but as of December 31, 2021, Bakkt Clearing had adjusted net capital of $2.0 million. Bakkt Marketplace is 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 means member’s equity minus intangible assets and tangible member’s equity amounted to $11.0 million as of December 31, 2021 and approximately $2.5 million as of December 31, 2020. 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

9 Months Ended

12 Months Ended

Oct. 14, 2021

Dec. 31, 2021

Commitments and Contingencies

14. Commitments and Contingencies

401(k) Plan

We sponsor a 401(k) defined contribution plan covering all eligible U.S. employees. Both Company and employee contributions to the 401(k) plan are discretionary. For the period from October 15, 2021 through December 31, 2021 and January 1, 2021 through October 14, 2021 and the year ended December 31, 2020, we recorded approximately $0.5 million, $1.6 million and $1.5 million respectively of expenses related to the 401(k) plan.

Litigation

Legal and regulatory proceedings have arisen and may arise in the ordinary course of business. However, we do not believe that the resolution of these matters will have a material adverse effect on our financial position, results of operations or cash flows. However, future results could be materially and adversely affected by new developments relating to the legal proceedings and claims.

Commercial Purchasing Card Facility

We, through our loyalty business, have a purchasing card facility with a bank that we utilize for redemption purchases made from merchant partners as part of our loyalty redemption platform. Expenditures made using the purchasing card facility are payable monthly, are not subject to formula-based restrictions and do not bear interest if amounts outstanding are paid when due and in full. Among other covenants, the purchasing card facility requires us to maintain a

month-end

cash balance of $40.0 million. In September 2021, we notified the facility provider that we anticipated a breach of the

month-end

cash balance requirement. The facility provider agreed to forbear on exercising its rights and remedies under the terms of the facility until October 31, 2021 to allow time for the closing of the Business Combination. We cured the cash balance requirement breach on October 15, 2021 with the closing of the Business Combination. 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. serves as the guarantor on behalf of our subsidiary under the commercial purchasing card facility.

Purchase Obligations

In December 2021, we entered into a four-year cloud computing arrangement which includes minimum contractual payments due to the third-party provider. As of December 31, 2021, our outstanding purchase obligations consist of the following future minimum commitments (in thousands):


	Payments Due by Period
	Less than 1 year		1-3 years		3-5 years		More than 5 years		Total
Purchase obligations	$	2,250	$	8,750	$	9,000	$	—	$	20,000

Commitments and Contingencies

NOTE 6—COMMITMENTS AND CONTINGENCIES

Risks and Uncertainties

Management continues to evaluate the impact of the COVID-19 global pandemic and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of these consolidated financial statements. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Registration and Shareholders Rights

Pursuant to a registration rights agreement entered into on September 22, 2020, the holders of the Founder Shares, Private Placement Warrants and any warrants that may be issued upon conversion of Working Capital Loans (and any Class A ordinary shares issuable upon the exercise of the Private Placement Warrants and

warrants that may be issued upon conversion of the Working Capital Loans) are entitled to registration rights requiring the Company to register a sale of any of its securities held by them. The holders of these securities will be entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of a Business Combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements.

Underwriting Agreement

The underwriters are entitled to a deferred fee of $0.35 per Unit, or $7,258,021 in the aggregate. The deferred fee was paid to the underwriters at the closing of the Business Combination on October 15, 2021.

Merger Agreement

On January 11, 2021, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”), with Pylon Merger Company LLC, a Delaware limited liability company and a direct wholly owned subsidiary of the Company (“Merger Sub”), and Bakkt Holdings, LLC, a Delaware limited liability company (“Bakkt”), a transformative digital asset marketplace launched in 2018 by Intercontinental Exchange, Inc. (“ICE”) and a group of investors and strategic partners.

The Merger Agreement provides that, among other things and upon the terms and subject to the conditions thereof, the following transactions will occur (together with the other agreements and transactions contemplated by the Merger Agreement, the “Proposed Transaction”): (i) at the closing of the transactions contemplated by the Merger Agreement, Merger Sub will merge (the “Merger”) with and into Bakkt, the separate corporate existence of Merger Sub will cease and Bakkt will be the surviving limited liability company, to be renamed Bakkt Opco Holdings, LLC (“Bakkt Opco”); (ii) immediately prior to the closing of the PIPE Investment and the effective time of the Merger, the Company will be renamed “Bakkt Holdings, Inc.” (referred to hereinafter as “Bakkt Pubco”); and (iii) as a result of the Merger, the aggregate consideration to be received in respect of the Merger by all of the Bakkt interest holders will be an aggregate of 208,200,000 common units of Bakkt Opco (“Bakkt Opco Units”) and 208,200,000 shares of class V common stock of Bakkt Pubco, which will be non-economic voting shares of Bakkt Pubco.

Subscription Agreements

On January 11, 2021, concurrently with the execution of the Merger Agreement, the Company entered into subscription agreements (the “Subscription Agreements”) with certain investors (collectively, the “PIPE Investors” which include certain existing equity holders of the Company and Bakkt), pursuant to, and on the terms and subject to the conditions of which, the PIPE Investors have collectively subscribed for 32,500,000 Bakkt Pubco Class A Shares for an aggregate purchase price equal to $325,000,000 (the “PIPE Investment”). The PIPE Investment will be consummated immediately prior to the closing of the Merger Agreement. The Subscription Agreements provide for certain customary registration rights for the PIPE Investors. The Subscription Agreements will terminate with no further force and effect upon the earliest to occur of: (a) such date and time as the Merger Agreement is terminated in accordance with its terms; (b) the mutual written agreement of the parties to such Subscription Agreement; and (c) December 31, 2021.

Income Taxes

12 Months Ended

Dec. 31, 2021

Income Tax Disclosure [Abstract]

Income Taxes

15. Income Taxes

As a result of the Business Combination, the Company acquired a controlling interest in Opco, which is treated as a partnership for U.S. federal income tax purposes, and in most applicable state and local income tax jurisdictions. As a partnership, Opco is not itself subject to U.S. federal and certain state and local income taxes. Any taxable income or loss generated by Opco is passed through to and included in the taxable income or loss of its partners, including the Company following the Business Combination, on a pro rata basis. The Company’s U.S. federal and state income tax expense primarily relates to the Company’s allocable share of any taxable income or loss of Opco following the Business Combination. In addition, Opco’s wholly owned corporate subsidiaries that are consolidated for U.S. GAAP purposes but separately taxed for federal, state, and foreign income tax purposes as corporations are generating federal, state, and foreign income tax expense.

The domestic and foreign components of income (loss) before income taxes for the following period were as follows (in thousands):


	Successor			Predecessor
	October 15, 2021 through December 31, 2021			January 1, 2021 through October 14, 2021			Year ended December 31, 2020
Domestic	$	(153,831	)	$	(142,376	)	$	(82,339	)
Foreign		755			2,555			3,125

Total loss before provision for income taxes	$	(153,076	)	$	(139,821	)	$	(79,214	)

Details of the income tax expense (benefit) are as follows (in thousands):


	Successor		Predecessor
	October 15, 2021 through December 31, 2021		January 1, 2021 through October 14, 2021			Year ended December 31, 2020
Current:
Foreign	$	5	$	(763	)	$	830
Federal		—		161			—
State		18		—			(85	)

Total current income tax expense (benefit)		23		(602	)		745

Deferred:
Foreign		—		—			(1	)
Federal		10,004		—			(11	)
State		1,724		—			(342	)

Total deferred income tax expense (benefit)		11,728		—			(354	)

Total income tax expense (benefit)	$	11,751	$	(602	)	$	391


	Successor			Predecessor
	October 15, 2021 through December 31, 2021			January 1, 2021 through October 14, 2021			Year Ended December 31, 2020
Tax provision at federal statutory rate	$	(32,146	)	$	(29,363	)	$	(16,635	)
Increase (decrease) in income tax resulting from:
Tax on income not subject to entity level federal income tax		—			29,859			17,716
Tax rate differences on income in other jurisdictions		—			—			172
State income taxes, net of federal tax effect		1,741			—			(423	)
Noncontrolling interest		25,375			—			—
Fair value of warrant liability		16,668			—			—
Changes in valuation allowance		(50	)		(301	)		15
Stock Compensation		—			—			(851	)
Other		163			(797	)		397

Provision for (benefit from) income taxes	$	11,751		$	(602	)	$	391

Effective tax rate		-7.7	%		0.4	%		-0.5	%

The effective tax rate differs from the federal statutory rate primarily due to the loss allocated to noncontrolling interest that is not taxed to the Company and the

non-deductible

fair value expenses related to the warrant liability. While Opco incurred a net loss before income taxes of $153.1 million for the period from October 15, 2021 through December 31, 2021, only $32.4 million was allocated to Bakkt Holdings, Inc. The remaining $120.7 million is benefited for tax purposes by members outside of the reporting group. The primary driver of the expense results from the addback of $79.4 million of

non-deductible

expense related to fair market value adjustments to the Company’s warrant liability. This resulted in the Company recording income tax expense of $11.8 million for the period.

For the period from January 1, 2021 through October 14, 2021 and the year ended December 31, 2020, Opco and its subsidiaries were classified as partnerships or other pass through entities for U.S. federal income tax purposes resulting in $0.6 million benefit from income taxes and $0.4 million income tax expense, respectively.

The following summarizes the significant components of our deferred tax assets and liabilities (in thousands):


	Successor			Predecessor
	December 31, 2021			December 31, 2020
Deferred tax assets:
Net operating loss carryforwards		5,011			3,226
Deferred and share-based compensation		252			132
Acquisition costs		—			138
Deferred revenue		—			55
Property, equipment and software		—			25
Other		51			—

Total deferred tax assets		5,314			3,576
Less: valuation allowance		(3,115	)		(2,901	)

Net deferred tax assets		2,199			675

Deferred tax liabilities:
Investment in partnership	$	11,507		$	—
Intercompany asset with Opco		2,285			—
Customer relationships		—			293
Acquired technology		—			415
Other acquired intangibles		—			21
Other		—			41

Total deferred tax liabilities		13,792			770

Net deferred tax liabilities	$	(11,593	)	$	(95	)

Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes.

Deferred tax assets are reduced by a valuation allowance if, based on the weight of available evidence, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Our realizability of our deferred tax assets, in each jurisdiction, is dependent upon the generation of future taxable income sufficient to utilize the deferred tax assets on income tax returns, including the reversal of existing temporary differences, historical and projected operating results and tax planning strategies. We assessed that certain of its deferred tax assets were not more likely than not to be realized. As such, the Company has a valuation allowance of $3.1 million and $2.9 million as of December 31, 2021 and 2020, respectively. The increase in the valuation allowance during the year was primarily related to the assessment of the realizability of the deferred tax assets at DACC Technologies, Inc., for which the Company has determined it is not more likely than not that it will receive a benefit.

As of December 31, 2021, the Company had gross federal net operating loss carryforwards (“NOLs”) of $17.1 million, of which $0.4 million will begin to expire in 2037 and $16.7 million can be carried forward indefinitely. The Company also had state NOLs of $21.4 million which begin to expire in 2037.

The Company and its affiliates files income tax returns in the U.S. federal jurisdiction, various state jurisdictions and foreign jurisdictions. The Company is no longer subject to income tax examinations by tax authorities for years prior to 2017.

Our

non-U.S.

subsidiaries are subject to Global Intangible

Low-Taxed

Income provisions under the Tax Cuts and Jobs Act; however, we have not generated any tax liability under these provisions since enacted. Further, our

non-U.S.

subsidiaries have not generated material earnings meriting an analysis of indefinite reinvestment of any undistributed earnings. Accordingly, no provision for U.S. federal and state income taxes has been made with respect to these undistributed earnings and a determination of the unrecognized deferred tax liability is not yet applicable or necessary.

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 for the period ended December 31, 2021 and 2020, respectively.

The entire disclosure for income taxes. Disclosures may include net deferred tax liability or asset recognized in an enterprise's statement of financial position, net change during the year in the total valuation allowance, approximate tax effect of each type of temporary difference and carryforward that gives rise to a significant portion of deferred tax liabilities and deferred tax assets, utilization of a tax carryback, and tax uncertainties information.

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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-Section S99
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-Subparagraph (SAB Topic 11.C)
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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-Section 50
-Paragraph 17
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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Reference 5: http://www.xbrl.org/2003/role/disclosureRef
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-URI http://asc.fasb.org/extlink&oid=121826272&loc=d3e32705-109319

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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-URI http://asc.fasb.org/extlink&oid=6424409&loc=d3e44925-109338

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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-URI http://asc.fasb.org/topic&trid=2144680

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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Fair Value Measurements

9 Months Ended

12 Months Ended

Oct. 14, 2021

Dec. 31, 2021

Fair Value Measurements

16. Fair Value Measurements

Financial assets and liabilities that are measured at fair value on a recurring basis are classified entirely as Level 1 as follows (in thousands):


	Successor
	As of December 31, 2021
	Total		Level 1		Level 2		Level 3
Liabilities:
Warrant liability—public warrants	$	17,424	$	17,424	$	—	$	—

Total Liabilities	$	17,424	$	17,424	$	—	$	—


	Predecessor
	As of December 31, 2020
	Total		Level 1		Level 2		Level 3
Assets:
Investment in shares of affiliate stock	$	1,823	$	1,823	$	—	$	—

Total Assets	$	1,823	$	1,823	$	—	$	—

Our public warrant liability and investment in shares of affiliate stock are valued based on quoted prices in active markets and are classified within Level 1. The Private Placement Warrant liability was measured at fair value on a recurring basis using significant unobservable inputs (Level 3) during the Successor period until it was

fully exercised on November 17, 2021. A reconciliation of the warrant liability associated with private placement warrants from October 15, 2021 through December 31, 2021 is summarized below (in thousands):


	Successor
	December 31, 2021
Balance as of October 15, 2021	$	14,631
Loss from fair value of warrant liability		50,347
Exercise of warrants		(64,978	)

Balance as of December 31, 2021	$	—

The carrying amounts of certain financial instruments, including cash and cash equivalents, accounts receivables, unbilled accounts receivables, due from related party, deposits with clearinghouse, due to related party, accounts payable and accrued liabilities, and operating and finance lease obligations approximate their fair values due to their short- term nature. The balance of deposits with clearinghouse not invested in U.S. government securities are in the form of cash, and therefore approximate fair value. During the period from October 15, 2021 through December 31, 2021, we adjusted a software license asset and liability to fair value when impairment charges were recognized, which was on a

non-recurring

basis and based on Level 3 inputs. During the period from January 1, 2021 through October 14, 2021, we adjusted our customer consideration asset to fair value when impairment charges were recognized, which was on a

non-recurring

basis and based on Level 3 inputs. During the year ended December 31, 2020, we adjusted

internal-use

software and software licenses to fair value when impairment charges were recognized, which were on a

non-recurring

basis and based on Level 3 inputs.

Fair Value Measurements

NOTE 9 — FAIR VALUE MEASUREMENTS

The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities:



Level 1:		Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis.

Level 2:		Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active.

Level 3:		Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability.

At October 14, 2021 and December 31, 2020, assets held in the Trust Account were comprised of $207,396,459 and $207,376,213 in money market funds which are invested primarily in U.S. Treasury Securities, respectively. Through October 14, 2021, the Company did not withdraw any interest income from the Trust Account.

At October 14, 2021 and December 31, 2020, there were 10,368,601 Public Warrants and 6,147,440 Private Placement Warrants outstanding.

The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis at October 14, 2021 and December 31, 2020 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value. The gross holding gains and fair value of

held-to-maturity

securities at October 14, 2021 and December 31, 2020 are as follows:


Description	As of October 14, 2021		Quoted Prices in Active Markets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Other Unobservable Inputs (Level 3)
Assets:
Cash and Investments held in Trust Account	$	207,396,459	$	207,396,459	$	—	$	—

Liabilities:
Warrant Liability – Public Warrants	$	17,211,878	$	17,211,878	$	—	$	—

Warrant Liability – Private Placement Warrants	$	14,630,907	$	—	$	—	$	14,630,907


Description	December 31, 2020		Quoted Prices in Active Markets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Other Unobservable Inputs (Level 3)
Assets:
Cash and Investments held in Trust Account	$	207,376,213	$	207,376,213	$	—	$	—

Liabilities:
Warrant Liability – Public Warrants	$	11,509,147	$	11,509,147	$	—	$	—

Warrant Liability – Private Placement Warrants	$	11,003,918	$	—	$	—	$	11,003,918

The Warrants were accounted for as liabilities in accordance with

ASC 815-40 and

are presented within warrant liabilities on the accompanying consolidated balance sheets. The warrant liabilities are measured at fair value at inception and on a recurring basis, with changes in fair value presented within the change in fair value of warrant liabilities in the consolidated statements of operations.

The Private Placement Warrants were valued using a Black-Scholes Option Pricing Model, which is considered to be a Level 3 fair value measurement. The measurement of the Public Warrants after the detachment of the Public Warrants from the Units is classified as Level 1 due to the use of an observable market quote in an active market. For periods subsequent to the detachment of the Public Warrants from the Units, the close price of the Public Warrant price was used as the fair value of the Public Warrants as of each relevant date.

The following table presents the quantitative information regarding Level 3 fair value measurements:


	October 14, 2021			December 31, 2020
Stock price	$	9.68		$	10.08
Exercise price	$	11.50		$	11.50
Risk-free rate		1.13	%		0.36	%
Volatility		35.0	%		25.0	%
Term (in years)		5.0			5.0
Dividend yield		0.0	%		0.0	%

The following table presents the changes in the fair value of Level 3 warrant liabilities:


	Private Placement		Public			Warrant Liabilities
Fair value as of September 25, 2020 (IPO)	$	8,160,000	$	12,800,000		$	20,960,000
Measurement on October 1, 2020 (Overa-Allotment)		200,518		475,495			676,013
Change in fair value		2,643,400		100,000			2,743,400
Transfer to Level 1 from Level 3		—		(13,375,495	)		(13,375,495	)

Fair value as of January 1, 2021		11,003,918		—			11,003,918
Change in fair value		1,725,421		—			1,725,421

Fair value as of October 14, 2021	$	14,630,907	$	—		$	14,630,907

Transfers to/from Levels 1, 2 and 3 are recognized at the end of the reporting period. There were no transfers between levels for the three and nine months ended October 14, 2021. Due to the use of quoted prices in an active market (Level 1) to measure the fair value of the Public Warrants, subsequent to initial measurement, the Company had transfers out of Level 3 totaling $13,275,495 during the period from September 25, 2020 through December 31, 2020.

Basis of Presentation and Consolidation

The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.

+ References + Details

Leases

12 Months Ended

Dec. 31, 2021

Leases [Abstract]

Leases

17. Leases

We assumed operating and finance leases as a result of our acquisition of Bridge2 Solutions on February 21, 2020 for leased office facilities under the terms of various operating leases expiring through 2023. During the year ended December 31, 2021, we also entered into a new real estate lease for office space in Alpharetta, Georgia, that commenced on November 1, 2021, and expires in 2032. We reassessed leases as of the date of the Business Combination as part of our acquisition accounting described in Note 4. We consider a lease to have commenced on the date when we are granted access to the leased asset. Several of these leases include escalation clauses for adjusting rentals. The Company leases real estate for office space under operating leases and office equipment under finance leases. As of December 31, 2021, we do not have any active finance leases.

Our real estate leases have remaining lease terms as of December 31, 2021 ranging from 16 months to 129 months, with one of our leases containing an option to extend the term for a period of 5 years exercisable by us, which we are not reasonably certain of exercising at commencement. None of our leases contain an option to terminate the lease without cause at the option of either party during the lease term. Certain equipment leases contain options to purchase the asset at the fair market value, available with the Company.

Certain of our real estate leasing agreements include terms requiring us to reimburse the lessor for its share of real estate taxes, insurance, operating costs and utilities which we account for as variable lease costs when incurred since we have elected to not separate lease and

non-lease

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 components of total lease expense are as follows (in thousands):


	Successor		Predecessor
	For the period October 15, 2021 through December 31, 2021		For the period January 1, 2021 through October 14, 2021		Year Ended December 31, 2020
Finance lease cost
Amortization of right-of-use assets	$	—	$	108	$	185
Interest on lease liabilities		38		27		44
Operating lease cost		370		856		984
Short-term lease cost		33		202		—
Variable lease cost		10		56		63

Total lease cost	$	451	$	1,249	$	1,276

The short-term lease cost disclosed in the Successor period above reasonably reflects our ongoing short-term lease commitments.


	Successor				Predecessor
	From October 15, 2021 through December 31, 2021				From January 1, 2021 through October 14, 2021				Year Ended December 31, 2020
	Operating Leases		Finance Leases		Operating Leases		Finance Leases		Operating Leases		Finance Leases
Cash paid for amounts included in the measurement of lease liabilities
Cash flow from financing activities	$	—	$	404	$	—	$	97	$	—	$	313
Cash flow from operating activities	$	106	$	38	$	871	$	27	$	1,126	$	44
Supplemental non-cash information on lease liabilities arising from obtaining right-of-use assets	$	10,347	$	—	$	—	$	—	$	2,991	$	786

The weighted average remaining lease term for our operating leases was 120.7 months, and the weighted average discount rate for our operating leases was 5.0%. We do not have any active finance leases as of December 31, 2021. We were not party to any short-term leases during the periods presented.

The following table shows balance sheet information about our leases:


		Successor		Predecessor
	Balance sheet classification	December 31, 2021		December 31, 2020
Operating leases:
Right-of-use assets	Other assets, noncurrent	$	11,239	$	1,799
Lease liabilities, current	Other current liabilities	$	615	$	953
Lease liabilities, noncurrent	Other liabilities, noncurrent	$	10,647	$	847
Finance leases:
Right-of-use assets	Other assets, noncurrent	$	—	$	468
Lease liabilities, current	Other current liabilities	$	—	$	129
Lease liabilities, noncurrent	Other liabilities, noncurrent	$	—	$	369

Future minimum lease payments under

non-cancellable

leases as of December 31, 2021 were as follows:


	Operating Leases			Finance Leases
For the year ended December 31,
2022 (1)	$	(3,114	)	$	—
2023		1,941			—
2024		1,774			—
2025		1,823			—
2026		1,873			—
Thereafter		11,817			—

Total undiscounted lease payments	$	16,114		$	—
Less: Imputed interest	$	(4,852	)	$	—

Total lease liability	$	11,262		$	—
Current	$	615		$	—
Noncurrent (Other noncurrent liabilities)	$	10,647		$	—

(1)

Our new real estate lease for office space in Alpharetta, Georgia requires the landlord to reimburse certain expenditure incurred by us towards construction of improvements, which is expected to be received during the year ended December 31, 2022 and exceeds the payments required to be made pursuant to the lease during the year.

Subsequent Events	9 Months Ended	12 Months Ended
Subsequent Events	Oct. 14, 2021	Dec. 31, 2021
Subsequent Events		18. Subsequent Events On January 31, 2022, we signed a lease agreement for office space in New York, New York. The lease will commence upon completion of tenant’s work to ready the space for occupancy and has a term of 94 months. The total fixed lease payments over the 94-month term of the lease are $7.3 million. We have evaluated subsequent events and transactions and determined that no other events or transactions met the definition of a subsequent event for purpose of recognition or disclosure in these financial statements.
VPC IMPACT ACQUISITION HOLDINGS [Member]
Subsequent Events	NOTE 10 — SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the audited consolidated financial statements were issued. Based upon this review, the Company did not identify, other than as described below, any subsequent events that would have required adjustment or disclosure in the audited consolidated financial statements. At a special meeting of stockholders on October 14, 2021 (the “Special Meeting”), the stockholders of the Company voted and approved Proposal Nos. 1 through 8, including the Bakkt Business Combination. On October 15, 2021, subsequent to October 15, 2021, the Company consummated the previously announced merger (the “Merger”), among other transactions (the Merger and other transactions contemplated by the Merger Agreement, collectively the “Business Combination”), pursuant to that certain Agreement and Plan of Merger, dated as of January 11, 2021 (as amended, the “Merger Agreement”), by and among the Company, Pylon Merger Company LLC, a Delaware corporation and direct wholly owned subsidiary of the Company (“Meger Sub”), and Bakkt Opco Holdings, LLC, a Delaware limited liability corporation (f/k/a Bakkt Holdings, LLC) (“Opco”).

Summary of Significant Accounting Policies (Policies)

9 Months Ended

12 Months Ended

Oct. 14, 2021

Dec. 31, 2021

10-K.

previously reported have been made to the accompanying consolidated financial statements in order to conform to current presentation.

Use of Estimates

COVID-19

Principles of Consolidation

Emerging Growth Company

non-emerging

Segment Information

Cash and Cash Equivalents and Restricted Cash

Customer Funds and Customer Funds Payable

Translation of Foreign Currencies and Foreign Currency Transactions

Non-monetary

assets and liabilities are translated at historical rates and revenue and expenses are translated at average rates in effect during each reporting period.

Accounts Receivable and Allowance for Doubtful Accounts

written-off

Property, Equipment and Software, Net

Property, equipment and software are stated at cost, less accumulated depreciation and amortization.

Depreciation and amortization are computed using the straight-line method over the following estimated useful lives of assets:


	Successor	Predecessor
	December 31, 2021	December 31, 2020
Internal use software	3-7 years	3-7 years
Purchased software	3 years	3 years
Assets under finance lease	2-5 years	2-5 years
Office, furniture and equipment	7-10 years	7-10 years
Leasehold improvements	7 years	7 years
Other computer and network equipment	3 years	3 years

Impairment of Long-Lived Assets

Leases

In accordance with ASU

2016-02,

Leases (Topic 842)

The lease liability for each lease is recognized as the present value of the lease payments not yet paid at the commencement date. The

right-of-use

When determining lease term, we consider renewal options that are reasonably certain to exercise and termination options that are reasonably certain to not be exercised, in addition to the

non-cancellable

lease term.

right-of-use

assets is recorded within “Depreciation and amortization”.

Business Combinations and Acquisition-Related Expenses

Business Combinations

All acquisition-related costs, other than the costs to issue debt or equity securities, are accounted for as expenses in the period in which they are incurred.

Acquisition-Related Expenses

Goodwill and Intangible Assets

Goodwill and intangible assets that have indefinite useful lives are accounted for in accordance with ASC 350,

Intangibles — Goodwill and Other

Revenue Recognition and Deferred Revenue

Revenue Recognition

We recognize revenue when we transfer promised goods or services to customers in an amount that reflects the consideration to which we expect to be entitled in exchange for those goods or services.

Digital asset marketplace

Digital asset marketplace revenues are derived from the Triparty agreement and our custody services.

Triparty Agreement:

Revenue from the Triparty Agreement is included in “Transaction revenue, net” in the disaggregation of revenue by service type table within Note 3.

Custody:

day-to-day

Revenue from our custody services is included in “Subscription and services revenue” in the disaggregation of revenue by service type table within Note 3.

Loyalty redemption platform

•

Platform subscription fees:

included in “Subscription and services revenue” in the disaggregation of revenue table by service type in Note 3.

•

Transaction fees:

•

Revenue share fees:

•

Service fees:

Alternative payment platform

Revenue from Contracts with Customers

Transaction fees and the reduction to transaction fees are included in “Transaction revenue, net” in the disaggregation of revenue by service type table in Note 3.

Sale of cryptoassets

from October 15, 2021 through December 31, 2021 and January 1, 2021 through October 14, 2021. There were no consumer cryptoasset transactions for the year ended December 31, 2020.

Off-Balance

Sheet Cryptoassets

Practical expedients

We have elected the following practical expedients under ASC 606:

•

Assessing the performance obligation period for Triparty Agreement transactions on a portfolio basis.

•

Exclude sales taxes from the measurement of the transaction price.

•

Not adjust the transaction price for the existence of a significant financing component if the timing difference between a customer’s payment and our performance is one year or less.

•

Additionally, we have elected the practical expedient under ASC

340-40

to not capitalize incremental costs to obtain a contract with a customer if the amortization period would have been one year or less.

Refer to Note 3 for additional disclosures related to our recognition of revenue.

Deferred Revenue

non-current

Compensation and Benefits

Professional Services

Professional services expenses consist of costs associated with audit, tax, legal and other professional services and are recognized as incurred.

Technology And Communication

Technology and Communication

Selling, General and Administrative

Share-Based Compensation

Unit-Based Compensation

non-substantive

Warrant Accounting

We account for our Class A common stock warrants in accordance with applicable accounting guidance provided in ASC Topic 815,

Derivatives and Hedging—Contracts in Entity’s Own Equity

net-share

settlement or (2) give us a choice of

net-cash

settlement or settlement in our own shares (physical settlement or

net-share

settlement). We classify as assets or liabilities any equity-linked contracts that (1) require

net-cash

settlement (including a requirement to

net-cash

settle the contract if an event occurs and if that event is outside our control) or (2) give the counterparty a choice of

net-cash

settlement or settlement in shares (physical settlement or

net-share

settlement). All public and private placement warrants issued by us were deemed to qualify for liability classification (Note 9).

Noncontrolling Interest

paid-in

capital.

Income Taxes

Fair Value Measurements

We account for our financial assets and liabilities that are recognized and/or disclosed at fair value on a recurring basis in accordance with ASC 820,

Fair Value Measurements and Disclosures

Level 1 — Quoted prices for identical assets or liabilities in active markets.

Level 3 — Unobservable inputs reflecting our view about the assumptions that market participants would use in measuring the fair value of the assets or liabilities.

Concentration of Credit Risk

As of December 31, 2021, and 2020, three and four customers represented approximately 49% and 58%, respectively, of total accounts receivable.

Investments

Investments are classified as current or

non-current

depending on their maturity dates and when it is expected to be converted into cash.

Recently Adopted Accounting Pronouncements and Recently Issued Accounting Pronouncements Not Yet Adopted

Recent Accounting Standards

In August 2020, the FASB issued Accounting Standards Update No.

2020-06, “Debt—Debt

with Conversion and Other Options (Subtopic

470-20)

and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic

815-40):

Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity” (“ASU

2020-06”),

which simplifies accounting for convertible instruments by removing major separation models required under current GAAP. ASU

2020-06

is effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years, with early adoption permitted. The Company adopted ASU

2020-06

effective as of January 1, 2021. The adoption of ASU

2020-06

did not have an impact on the Company’s consolidated financial statements.

Recently Adopted Accounting Pronouncements


Standard/Description	Effective Date and Adoption Considerations	Effect on Financial Statements
ASU No. 2016-13, Financial Instruments — Measurement of Credit Losses on Financial Instruments, applies to all financial instruments carried at amortized cost including accounts receivable and certain off-balance-sheet credit exposures. It requires financial assets carried at amortized cost to be presented at the net amount expected to be collected and requires entities to record credit losses through an allowance for credit losses on available-for-sale debt securities.	We adopted on January 1, 2020 on a modified retrospective basis.	The adoption of this standard requires more timely recognition of credit losses and credit loss estimates are required to use historical information, current information and reasonable and supportable forecasts of future events. The adoption of the new standard did not have a material impact on our consolidated financial statement amounts.

ASU 2017-04, Simplifying the Test for Goodwill Impairment, removes the second step of the goodwill impairment test, which requires a hypothetical purchase price allocation if the fair value of a reporting unit is less than its carrying value. Goodwill impairment will now be measured using the difference between the carrying value and the fair value of the reporting unit, and any loss recognized should not exceed the total amount of goodwill allocated to that reporting unit.	We adopted on January 1, 2020 on a prospective basis.	The adoption of the new standard did not have a material impact on our consolidated financial statement amounts. The fair value of our reporting unit has been greater than its corresponding carrying value since our inception. Changes in future projections, market conditions, and other factors may cause a change in the excess of fair value of our reporting unit over its corresponding carrying value.

ASU 2018-15, Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement that is a Service Contract, helps entities evaluate the accounting for fees paid by a customer in a cloud computing arrangement by providing guidance for determining when an arrangement includes a software license and is solely a hosted service. Customers will now apply the same criteria for capitalizing implementation costs as they would for a software license arrangement. The guidance also prescribes the balance sheet, income statement, and cash flow classification of the capitalized implementation costs and related	We adopted on January 1, 2020 and apply the rules prospectively to eligible costs incurred on or after the effective date.	The adoption of the new standard did not have a material impact on our consolidated financial statement amounts.


Standard/Description	Effective Date and Adoption Considerations	Effect on Financial Statements
amortization expense and requires additional quantitative and qualitative disclosures.

ASU No. 2019-12, Simplifying the Accounting for Income Taxes, eliminates certain exceptions related to the approach for intra-period tax allocation, the methodology for calculating income taxes in an interim period and the recognition of deferred tax liabilities for outside basis differences. It clarifies that single-member limited liability companies, and other similar disregarded entities that are not subject to income tax, are not required to recognize an allocation of consolidated income tax expense in their separate financial statements. Further, it simplifies the accounting for franchise taxes, enacted changes in tax laws or rates and transactions that result in a step-up in the tax basis of goodwill.	We adopted on January 1, 2020 on a prospective basis.	The adoption of the new standard did not have a material impact on our consolidated financial statement amounts.

ASU 2020-06, Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40).	We early adopted on January 1, 2021.	This standard is effective for annual periods beginning after December 15, 2023, including interim periods therein, with early adoption permitted. The adoption of the new standard did not have a material impact on our consolidated financial statement amounts.

ASU 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers. This standard requires that an acquirer recognize, and measure contract assets and liabilities acquired in a business combination in accordance with ASU 2014-09, Revenue from Contracts with Customers (Topic 606), or ASU 2021-08.	We early adopted on October 15, 2021 on a prospective basis.	This standard is effective for annual periods beginning after December 15, 2022, including interim periods therein, with early adoption permitted. We applied the guidance to the Business Combination as it relates to the measurement of deferred revenue at the acquisition date.

Recently Issued Accounting Pronouncements Not Yet Adopted

Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements.

Basis of Presentation and Consolidation

Basis of Presentation

information and in accordance with the instructions to Form

10-Q

and Article 8 of Regulation

S-X

The accompanying audited consolidated financial statements should be read in conjunction with the Company’s Annual Report on

Form 10-K

Use of Estimates

disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period.

Cash and Cash Equivalents and Restricted Cash

Cash and Cash Equivalents

Investments held in Trust Account

Warrant Liabilities

For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional

paid-in

non-cash

Class A Ordinary Shares Subject to Possible Redemption

paid-in

capital and accumulated deficit.

At October 14, 2021 and December 31, 2020, the Class A ordinary shares reflected in the balance sheets are reconciled in the following table:


Gross proceeds	$	207,372,020
Less:
Proceeds allocated to Public Warrants		(13,275,495	)
Class A ordinary shares issuance costs		(11,138,216	)
Plus:
Accretion of carrying value to redemption value		24,413,711

Class A ordinary shares subject to possible redemption	$	207,372,020

Offering Costs

Income Taxes

Net Income (Loss) Per Ordinary Share (Restated)

two-class

The following table reflects the calculation of basic and diluted net loss per ordinary share (in dollars, except per share amounts):


	For The Period From January 1, 2021 To October 14, 2021						For The Period From July 31, 2020 (inception) through December 31, 2020
	Class A			Class B			Class A			Class B
Basic and diluted net loss per ordinary share
Numerator:
Allocation of net loss, as adjusted	$	(20,077,260	)	$	(5,019,315	)	$	(3,520,953	)	$	(1,340,237	)
Denominator:
Basic and diluted weighted average shares outstanding		20,737,202			5,184,300			13,429,289			5,111,809

Basic and diluted net loss per ordinary share	$	(0.97	)	$	(0.97	)	$	(0.26	)	$	(0.26	)

Concentration of Credit Risk

Fair Value of Financial Instruments

Summary of Significant Accounting Policies (Tables)

9 Months Ended

12 Months Ended

Oct. 14, 2021

Dec. 31, 2021

Summary Of Significant Accounting Policies [Line Items]

Schedule of Earnings Per Share Basic And Diluted

The following is a reconciliation of the denominators of the basic and diluted per share computations for net loss (in thousands, except share and per share data):


	Successor
	From October 15, 2021 through December 31, 2021
Net Loss per share:
Numerator – basic and diluted:
Net loss	$	(164,827	)
Less: Net loss attributable to noncontrolling interest		(120,832	)

Net loss attributable to Bakkt Holdings, Inc. – basic and diluted	$	(43,995	)

Denominator – basic and diluted:
Weighted average shares outstanding – basic and diluted		54,018,064

Net loss per share – basic and diluted	$	(0.81	)

Summary Of Significant Accounting Policies [Line Items]

Schedule of Reconciliation of Class A Ordinary Shares Reflected in the Balance Sheet

At October 14, 2021 and December 31, 2020, the Class A ordinary shares reflected in the balance sheets are reconciled in the following table:


Gross proceeds	$	207,372,020
Less:
Proceeds allocated to Public Warrants		(13,275,495	)
Class A ordinary shares issuance costs		(11,138,216	)
Plus:
Accretion of carrying value to redemption value		24,413,711

Class A ordinary shares subject to possible redemption	$	207,372,020

Schedule of Earnings Per Share Basic And Diluted

The following table reflects the calculation of basic and diluted net loss per ordinary share (in dollars, except per share amounts):


	For The Period From January 1, 2021 To October 14, 2021						For The Period From July 31, 2020 (inception) through December 31, 2020
	Class A			Class B			Class A			Class B
Basic and diluted net loss per ordinary share
Numerator:
Allocation of net loss, as adjusted	$	(20,077,260	)	$	(5,019,315	)	$	(3,520,953	)	$	(1,340,237	)
Denominator:
Basic and diluted weighted average shares outstanding		20,737,202			5,184,300			13,429,289			5,111,809

Basic and diluted net loss per ordinary share	$	(0.97	)	$	(0.97	)	$	(0.26	)	$	(0.26	)

Schedule of Property, Equipment And Software, Useful Lives

Depreciation and amortization are computed using the straight-line method over the following estimated useful lives of assets:


	Successor	Predecessor
	December 31, 2021	December 31, 2020
Internal use software	3-7 years	3-7 years
Purchased software	3 years	3 years
Assets under finance lease	2-5 years	2-5 years
Office, furniture and equipment	7-10 years	7-10 years
Leasehold improvements	7 years	7 years
Other computer and network equipment	3 years	3 years

Revenue from Contracts with Customers (Tables)

12 Months Ended

Dec. 31, 2021

Revenue from Contract with Customer [Abstract]

Disaggregation of Revenue

We disaggregate revenue by service type and by platform, respectively, as follows (in thousands):


	Successor		Predecessor
Service Type	October 15, 2021 through December 31, 2021		January 1, 2021 through October 14, 2021		Year ended December 31, 2020
Transaction revenue, net (a)	$	5,724	$	10,637	$	7,386
Subscription and service revenue		5,757		17,319		21,109

Total revenue	$	11,481	$	27,956	$	28,495

(a)


	Successor		Predecessor
Platform	October 15, 2021 through December 31, 2021		January 1, 2021 through October 14, 2021			Year ended December 31, 2020
Digital asset marketplace (b)	$	165	$	518		$	(1,073	)
Loyalty redemption platform		11,315		29,179			30,774
Alternative payment platform (c)		1		(1,741	)		(576	)

Total revenue	$	11,481	$	27,956		$	28,495

(b)

(c)	Amounts are net of consideration payable pursuant to the Strategic Alliance Agreement of $0, $1.7 million and $0.4 million for the periods from October 15, 2021 through December 31, 2021 and January 1, 2021 through October 14, 2021 and the year ended December 31, 2020, respectively.

We have one reportable segment to which our revenues relate (Note 2).

Contract Liabilities


	Successor			Predecessor
	October 15, 2021 through December 31, 2021			January 1, 2021 through October 14, 2021			Year ended December 31, 2020
Beginning of the period contract liability	$	9,423		$	8,385		$	—
Fair value of contract liability acquired (Note 4)		—			—			12,703
Revenue recognized from contract liabilities included in the beginning balance		(1,350	)		(3,524	)		(11,005	)
Increases due to cash received, net of amounts recognized in revenue during the period		1,375			4,562			6,687

End of the period contract liability	$	9,448		$	9,423		$	8,385

Business Combination and Acquisition (Tables)

12 Months Ended

Dec. 31, 2021

Business Combination and Asset Acquisition [Abstract]

Schedule of Business Acquisitions, by Acquisition

The following table summarizes the estimated fair value of the purchase consideration paid to Opco Equity Holders (in thousands, except per unit data):


	Consideration
Equity consideration paid to Opco Equity Holders (1)	$	1,904,648
Cash paid for redeemed Opco Incentive Units (2)		1,488
Cash paid for seller transaction costs (3)		13,454

Total purchase consideration	$	1,919,590

(1)	The equity consideration paid to Opco Equity Holders is equal to the estimated fair value of noncontrolling interest on the acquisition date. Equity consideration paid to Opco Equity Holders consisted of the following:


	Fair Value
Opco common units		189,933
Fair value per unit	$	9.46

Fair value of Opco common units	$	1,796,769
Fair value of Opco common incentive units based on services rendered		107,879

Equity consideration paid to Opco Equity Holders	$	1,904,648

(2)	Represents the cash paid to certain Opco Equity Holders in exchange for the redemption of 40% of the first one-third of their Opco common incentive units and preferred incentive units which vested at the effective time of the Business Combination (Note 11).

(3)	Represents Opco’s liability to pay transaction costs as of the Business Combination date, which was settled with cash received from the Business Combination.

Schedule of Recognized Identified Assets Acquired and Liabilities Assumed


	Fair Value
Cash and cash equivalents, restricted cash and customer funds	$	30,837
Accounts receivable, net		17,009
Other current assets		5,090
Property, equipment and software		4,115
Deposits with clearinghouse, noncurrent (affiliate in Predecessor period)		15,151
Intangible assets		393,070
Goodwill		1,527,071
Deferred tax asset		140
Other assets		3,002

Total assets acquired		1,995,485
Accounts payable and accrued liabilities		(52,997	)
Due to related party (affiliate in Predecessor period)		(2,313	)
Other current liabilities		(3,140	)
Deferred revenue, current		(4,665	)
Participation unit liability		(6,756	)
Deferred revenue, noncurrent		(4,758	)
Other liabilities		(1,266	)

Total liabilities assumed		(75,895	)

Total purchase consideration	$	1,919,590

The following table summarizes the fair values of the net assets acquired as of the acquisition date (in thousands):


	February 21, 2020
Cash and cash equivalents	$	10,652
Accounts receivable		10,158
Other current assets		1,284
Property and equipment		4,465
Customer relationships		53,620
Technology		11,990
Trade name		415
Other non-current assets		2,864
Goodwill		216,575

Total assets acquired		312,023


	February 21, 2020
Accounts payable and accrued liabilities		(22,450	)
Deferred revenue		(12,703	)
Deferred income tax liabilities		(3,005	)
Other non-current liabilities		(2,402	)

Total liabilities assumed		(40,560	)

Total purchase consideration	$	271,463

Finite-Lived and Indefinite-Lived Intangible Assets Acquired as Part of Business Combination

The weighted average amortization period for the acquired intangible assets is 5.7 years. The fair value of the intangible assets is as follows (in thousands):


	Weighted Average Useful Lives (in years)		Fair Value
Trademarks / trade names (1)		Indefinite	$	39,470
Licenses (2)		Indefinite		241,320
Customer relationships (3)		8.0		44,970
Technology (4)		4.2		67,310

Total intangible assets acquired			$	393,070

(1)	The trademarks / trade names represent those that Opco originated which were valued using the relief-from-royalty method.

(2)	The licenses represent those that Opco acquired that were valued using the with-and-without method.

(3)	The customer relationships represent the existing customer relationships of Opco that were valued by applying the multi-period excess earnings methodology.

(4)	The technology represents technologies acquired and developed by Opco for the purpose of operating its platform, which were valued using the relief-from-royalty method.

Business Acquisition, Pro Forma Information

step-up


	Year ended December 31, 2021			Year ended December 31, 2020
Pro forma revenue, net	$	39,437		$	34,154
Pro forma net loss		(198,467	)		(168,751	)
Less: pro forma net loss attributable to noncontrolling interest		(165,136	)		(140,376	)

Pro forma net loss attributable to Bakkt Holdings, Inc.	$	(33,331	)	$	(28,375	)

The following table summarizes Bridge2 Solutions’ revenue and earnings included in the statements of operations from February 22, 2020 through December 31, 2020 (in thousands):


	February 22, 2020 – December 31, 2020
Revenue	$	30,774
Net loss		(11,085	)

Goodwill and Intangible Assets, Net (Tables)

12 Months Ended

Dec. 31, 2021

Goodwill and Intangible Assets Disclosure [Abstract]

Schedule of Goodwill

Changes in goodwill consisted of the following (in thousands):


	Predecessor
Balance as of January 1, 2020	$	16,854
Acquisition of Bridge2 Solutions		216,575

Balance as of December 31, 2020		233,429
Foreign currency translation		(48	)

Balance as of October 14, 2021	$	233,381


	Successor
Balance as of October 15, 2021	$	1,527,071
Foreign currency translation		47

Balance as of December 31, 2021	$	1,527,118

Schedule of Indefinite-Lived Intangible Assets

Intangible assets consisted of the following (in thousands):


	Successor
	December 31, 2021
	Weighted Average Useful Life (in years)		Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount
Licenses		Indefinite	$	241,320	$	—		$	241,320
Trademarks / trade names		Indefinite		39,470		—			39,470
Technology		4.2		67,310		(3,415	)		63,895
Customer relationships		8		44,970		(1,186	)		43,784

Total			$	393,070	$	(4,601	)	$	388,469


	Predecessor
	December 31, 2020
	Weighted Average Useful Life (in years)		Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount
Regulatory licenses		Indefinite	$	554	$	—		$	554
Acquired technology		7		13,690		(1,879	)		11,811
Customer relationships		12		53,620		(3,844	)		49,776
Trade name		1		415		(357	)		58

Total			$	68,279	$	(6,080	)	$	62,199

Schedule of Future Amortization For Definite-Lived Intangible Assets

Estimated future amortization for definite-lived intangible assets as of December 31, 2021 is as follows (in thousands):


	December 31, 2021
Year ending December 31:
2022	$	21,811
2023		21,811
2024		21,871
2025		18,896
2026		7,628
Thereafter		15,662

Total	$	107,679

Consolidated Balance Sheet Components (Tables)

12 Months Ended

Dec. 31, 2021

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Schedule of Accounts Receivable

Accounts receivable, net consisted of the following (in thousands):


	Successor			Predecessor
	December 31, 2021			December 31, 2020
Trade accounts receivable	$	11,404		$	5,656
Unbilled receivables		5,448			2,590
Other receivables		1,500			2,312

Total accounts receivable		18,352			10,558
Less: allowance for doubtful accounts		(210	)		(150	)

Total	$	18,142		$	10,408

Schedule of Other Current Assets

Other current assets consisted of the following (in thousands):


	Successor		Predecessor
	December 31, 2021		December 31, 2020
Prepaid expenses	$	4,784	$	4,631
Customer consideration asset, current (Note 10)		—		2,325

Total	$	4,784	$	6,956

Schedule of Property, Equipment and Software, Net

Property, equipment and software, net consisted of the following (in thousands):


	Successor			Predecessor
	December 31, 2021			December 31, 2020
Internal-use software	$	3,550		$	20,343
Purchased software		17			110
Office furniture and equipment		19			609
Other computer and network equipment		2,991			1,199
Leasehold improvements		277			479

Property, equipment and software, gross		6,854			22,740
Less: accumulated amortization and depreciation		(733	)		(2,783	)

Total	$	6,121		$	19,957

Schedule of Other Assets

Other assets consisted of the following (in thousands):


	Successor		Predecessor
	December 31, 2021		December 31, 2020
Customer consideration asset, noncurrent (Note 10)	$	—	$	2,713
Operating lease right-of-use assets (Note 17)		11,239		1,799
Finance lease right-of-use assets		—		468
Other		2,640		598

Total	$	13,879	$	5,578

Schedule of Accounts Payable and Accrued Liabilities

Accounts payable and accrued liabilities consisted of the following (in thousands):


	Successor		Predecessor
	December 31, 2021		December 31, 2020
Accounts payable	$	10,646	$	7,165
Accrued expenses		20,130		14,808
Purchasing card payable		17,698		12,683
Salaries and benefits payable		13,349		6,018
Other		2,267		2,241

Total	$	64,090	$	42,915

Other Current Liabilities

Other current liabilities consisted of the following (in thousands):


	Successor		Predecessor
	December 31, 2021		December 31, 2020
Participation units liability, current (Note 11)	$	2,027	$	—
Current maturities of operating lease liability		615		953
Software license obligation, current		—		675
Current maturities of finance lease liability		—		129
Other		1,075		186

Total	$	3,717	$	1,943

Other Noncurrent Liabilities

Other noncurrent liabilities consisted of the following (in thousands):


	Successor		Predecessor
	December 31, 2021		December 31, 2020
Software license obligation, noncurrent	$	—	$	1,233
Participation units liability, non-current (Note 11)		2,027		870
Operating lease liability, noncurrent (Note 17)		10,647		847
Finance lease liability, noncurrent		—		369

Total	$	12,674	$	3,319

Stockholders' Equity (Tables)

12 Months Ended

Dec. 31, 2021

Equity [Abstract]

Schedule of Key Inputs Used in Valuation

The key inputs used in the valuation were as follows:


	As of February 19, 2020
Dividend yield		—	%
Risk-free interest rate		1.39	%
Expected volatility		40.00	%
Expected term (years)		3.00

The key inputs used in the valuation were as follows:


Dividend yield	—	%
Risk-free interest rate	0.33	%
Expected volatility	50.00	%
Expected term (years)	4.35

The key inputs used in the valuation were as follows:


Dividend yield	—	%
Risk-free interest rate	0.41	%
Expected volatility	45.00	%
Expected term (years)	3.06

Share-Based and Unit-Based Compensation (Tables)

12 Months Ended

Dec. 31, 2021

Share-based Payment Arrangement [Abstract]

Schedule of Nonvested Restricted Stock Units Activity

The following tables summarize RSU activity under the 2021 Incentive Plan for the period from October 15, 2021 through December 31, 2021 (in thousands, except per unit data):


Successor
RSUs	Number of RSUs		Weighted Average Remaining Contractual Term (years)		Weighted Average Grant Date Fair Value		Aggregate Intrinsic Value
Outstanding as of October 15, 2021		—
Granted		2,142			$	9.18	$	19,669
Forfeited		—
Outstanding as of December 31, 2021		2,142		1.51	$	9.18
Vested as of December 31, 2021		—

Share-based Payment Arrangement, Cost by Plan

Unit-based compensation expense for the period from October 15, 2021 through December 31, 2021, was as follows (in thousands):

Successor

Type of unit

Compensation
Expense

Statement of
Operations and
Comprehensive
Loss
Classification

Balance Sheet
Classification

Common incentive unit

42,376

Compensation
and benefits

Noncontrolling
interest

Participation unit

2,516

Compensation
and benefits

Other noncurrent
liabilities

Total

44,892

Unit-based compensation expense for the period from January 1, 2021 through October 14, 2021, was as follows (in thousands):

Predecessor

Type of unit

Compensation
Expense

Statement of
Operations and
Comprehensive
Loss
Classification

Balance Sheet
Classification

Preferred incentive unit

14,091

Compensation
and benefits

Mezzanine
equity

Common incentive unit

12,447

Compensation
and benefits

Mezzanine
equity

Participation unit

7,339

Compensation
and benefits

Other noncurrent
liabilities

Total

33,877

Unit-based compensation expense for the year ended December 31, 2020 was as follows (in thousands):


Predecessor
Type of unit	Compensation Expense		Statement of Operations and Comprehensive Loss Classification	Balance Sheet Classification
Preferred incentive unit	$	9,210	Compensation and benefits	Mezzanine equity
Common incentive unit		1,727	Compensation and benefits	Mezzanine equity
Participation unit		712	Compensation and benefits	Other noncurrent liabilities

Total	$	11,649

Share-based Payment Arrangement, Activity

The following tables summarize common incentive unit activity under the Opco Plan for the period October 15, 2021 through December 31, 2021 (in thousands, except per unit data):


Successor
Common Incentive Units	Number of Common Incentive Units			Weighted Average Remaining Contractual Term (years)		Weighted Average Grant Date Fair Value		Aggregate Intrinsic Value
Outstanding as of October 15, 2021		17,473			2.00	$	6.30	$	109,998
Granted		—
Forfeited		(1,134	)			$	6.30
Outstanding as of December 31, 2021		16,339			1.79	$	6.30	$	133,240
Vested as of December 31, 2021		11,507						$	93,840


Predecessor
Preferred Incentive Units	Number of Preferred Incentive Units			Weighted Average Remaining Contractual Term (years)		Weighted Average Grant Date Fair Value		Aggregate Intrinsic Value
Outstanding as of January 1, 2020		82,125			7.73	$	0.42	$	34,493
Granted		3,350				$	0.63	$	2,105
Forfeited		(9,000	)			$	0.41
Outstanding as of December 31, 2020		76,475			6.75	$	0.42	$	88,711
Granted		—
Forfeited		—
Outstanding as of October 14, 2021		76,475			6.04	$	0.42	$	141,058
Vested as of October 14, 2021		—


Predecessor
Common Incentive Units	Number of Common Incentive Units			Weighted Average Remaining Contractual Term (years)		Weighted Average Grant Date Fair Value		Aggregate Intrinsic Value
Outstanding as of January 1, 2020		3,750			7.73	$	0.34	$	1,275
Granted		31,333				$	0.42	$	13,065
Forfeited		(8,250	)			$	0.33
Outstanding as of December 31, 2020		26,833			6.75	$	0.43	$	25,760
Granted		—
Forfeited		(3,613	)			$	0.39
Outstanding as of October 14, 2021		23,220			6.04	$	0.53	$	25,605
Vested as of October 14, 2021		—

Schedule of Share-based Payment Award, Valuation Assumptions


	Successor			Predecessor
	December 31, 2021			December 31, 2020
Dividend yield		—	%		—	%
Risk-free interest rate		0.06% - 0.36	%		1.85	%
Expected volatility		51.00% - 53.00	%		45.00	%
Expected term (years)		0.50 - 2.00			4.73 and 7.73
Discount for lack of marketability		8.20	%		21.00% - 24.00	%

Net Loss per share (Tables)

12 Months Ended

Dec. 31, 2021

Earnings Per Share [Abstract]

Schedule of Basic and Diluted Per Share Computations For Net Loss

The following is a reconciliation of the denominators of the basic and diluted per share computations for net loss (in thousands, except share and per share data):


	Successor
	From October 15, 2021 through December 31, 2021
Net Loss per share:
Numerator – basic and diluted:
Net loss	$	(164,827	)
Less: Net loss attributable to noncontrolling interest		(120,832	)

Net loss attributable to Bakkt Holdings, Inc. – basic and diluted	$	(43,995	)

Denominator – basic and diluted:
Weighted average shares outstanding – basic and diluted		54,018,064

Net loss per share – basic and diluted	$	(0.81	)

Schedule of Weighted-Average Potential Common Shares Excluded From Diluted Loss Per Common Share

The following table summarizes the total potential common shares excluded from diluted loss per common share as their effect would be anti-dilutive:


	Successor
	From October 15, 2021 through December 31, 2021
RSUs		2,141,778
Private and public warrants		7,141,035
Opco warrants		793,352
Opco unvested incentive units		4,831,432
Opco common units		201,440,360

Total		216,347,957

Commitment and Contingencies (Tables)

12 Months Ended

Dec. 31, 2021

Commitments and Contingencies Disclosure [Abstract]

Schedule of Future Minimum Commitments

As of December 31, 2021, our outstanding purchase obligations consist of the following future minimum commitments (in thousands):


	Payments Due by Period
	Less than 1 year		1-3 years		3-5 years		More than 5 years		Total
Purchase obligations	$	2,250	$	8,750	$	9,000	$	—	$	20,000

Income Taxes (Tables)

12 Months Ended

Dec. 31, 2021

Income Tax Disclosure [Abstract]

Schedule of Income before Income Tax, Domestic and Foreign

The domestic and foreign components of income (loss) before income taxes for the following period were as follows (in thousands):


	Successor			Predecessor
	October 15, 2021 through December 31, 2021			January 1, 2021 through October 14, 2021			Year ended December 31, 2020
Domestic	$	(153,831	)	$	(142,376	)	$	(82,339	)
Foreign		755			2,555			3,125

Total loss before provision for income taxes	$	(153,076	)	$	(139,821	)	$	(79,214	)

Schedule of Components of Income Tax Expense (Benefit)

Details of the income tax expense (benefit) are as follows (in thousands):


	Successor		Predecessor
	October 15, 2021 through December 31, 2021		January 1, 2021 through October 14, 2021			Year ended December 31, 2020
Current:
Foreign	$	5	$	(763	)	$	830
Federal		—		161			—
State		18		—			(85	)

Total current income tax expense (benefit)		23		(602	)		745

Deferred:
Foreign		—		—			(1	)
Federal		10,004		—			(11	)
State		1,724		—			(342	)

Total deferred income tax expense (benefit)		11,728		—			(354	)

Total income tax expense (benefit)	$	11,751	$	(602	)	$	391

Schedule of Effective Income Tax Rate Reconciliation


	Successor			Predecessor
	October 15, 2021 through December 31, 2021			January 1, 2021 through October 14, 2021			Year Ended December 31, 2020
Tax provision at federal statutory rate	$	(32,146	)	$	(29,363	)	$	(16,635	)
Increase (decrease) in income tax resulting from:
Tax on income not subject to entity level federal income tax		—			29,859			17,716
Tax rate differences on income in other jurisdictions		—			—			172
State income taxes, net of federal tax effect		1,741			—			(423	)
Noncontrolling interest		25,375			—			—
Fair value of warrant liability		16,668			—			—
Changes in valuation allowance		(50	)		(301	)		15
Stock Compensation		—			—			(851	)
Other		163			(797	)		397

Provision for (benefit from) income taxes	$	11,751		$	(602	)	$	391

Effective tax rate		-7.7	%		0.4	%		-0.5	%

Schedule of Deferred Tax Assets and Liabilities

The following summarizes the significant components of our deferred tax assets and liabilities (in thousands):


	Successor			Predecessor
	December 31, 2021			December 31, 2020
Deferred tax assets:
Net operating loss carryforwards		5,011			3,226
Deferred and share-based compensation		252			132
Acquisition costs		—			138
Deferred revenue		—			55
Property, equipment and software		—			25
Other		51			—

Total deferred tax assets		5,314			3,576
Less: valuation allowance		(3,115	)		(2,901	)

Net deferred tax assets		2,199			675

Deferred tax liabilities:
Investment in partnership	$	11,507		$	—
Intercompany asset with Opco		2,285			—
Customer relationships		—			293
Acquired technology		—			415
Other acquired intangibles		—			21
Other		—			41

Total deferred tax liabilities		13,792			770

Net deferred tax liabilities	$	(11,593	)	$	(95	)

Fair Value Measurements (Tables)

9 Months Ended

12 Months Ended

Oct. 14, 2021

Dec. 31, 2021

Fair value disclosure [Line Items]

Summary of assets and liabilities measured at fair value on a recurring basis

Financial assets and liabilities that are measured at fair value on a recurring basis are classified entirely as Level 1 as follows (in thousands):


	Successor
	As of December 31, 2021
	Total		Level 1		Level 2		Level 3
Liabilities:
Warrant liability—public warrants	$	17,424	$	17,424	$	—	$	—

Total Liabilities	$	17,424	$	17,424	$	—	$	—


	Predecessor
	As of December 31, 2020
	Total		Level 1		Level 2		Level 3
Assets:
Investment in shares of affiliate stock	$	1,823	$	1,823	$	—	$	—

Total Assets	$	1,823	$	1,823	$	—	$	—

Fair Value Measurements Inputs

The key inputs used in the valuation were as follows:


	As of February 19, 2020
Dividend yield		—	%
Risk-free interest rate		1.39	%
Expected volatility		40.00	%
Expected term (years)		3.00

The key inputs used in the valuation were as follows:


Dividend yield	—	%
Risk-free interest rate	0.33	%
Expected volatility	50.00	%
Expected term (years)	4.35

The key inputs used in the valuation were as follows:


Dividend yield	—	%
Risk-free interest rate	0.41	%
Expected volatility	45.00	%
Expected term (years)	3.06

Reconciliation of Warrant Liability

A reconciliation of the warrant liability associated with private placement warrants from October 15, 2021 through December 31, 2021 is summarized below (in thousands):


	Successor
	December 31, 2021
Balance as of October 15, 2021	$	14,631
Loss from fair value of warrant liability		50,347
Exercise of warrants		(64,978	)

Balance as of December 31, 2021	$	—

Summary of assets and liabilities measured at fair value on a recurring basis

Fair value disclosure [Line Items]

held-to-maturity

securities at October 14, 2021 and December 31, 2020 are as follows:


Description	As of October 14, 2021		Quoted Prices in Active Markets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Other Unobservable Inputs (Level 3)
Assets:
Cash and Investments held in Trust Account	$	207,396,459	$	207,396,459	$	—	$	—

Liabilities:
Warrant Liability – Public Warrants	$	17,211,878	$	17,211,878	$	—	$	—

Warrant Liability – Private Placement Warrants	$	14,630,907	$	—	$	—	$	14,630,907


Description	December 31, 2020		Quoted Prices in Active Markets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Other Unobservable Inputs (Level 3)
Assets:
Cash and Investments held in Trust Account	$	207,376,213	$	207,376,213	$	—	$	—

Liabilities:
Warrant Liability – Public Warrants	$	11,509,147	$	11,509,147	$	—	$	—

Warrant Liability – Private Placement Warrants	$	11,003,918	$	—	$	—	$	11,003,918

Fair Value Measurements Inputs

The following table presents the quantitative information regarding Level 3 fair value measurements:


	October 14, 2021			December 31, 2020
Stock price	$	9.68		$	10.08
Exercise price	$	11.50		$	11.50
Risk-free rate		1.13	%		0.36	%
Volatility		35.0	%		25.0	%
Term (in years)		5.0			5.0
Dividend yield		0.0	%		0.0	%

Fair Value of Derivative Warrant Liabilities

The following table presents the changes in the fair value of Level 3 warrant liabilities:


	Private Placement		Public			Warrant Liabilities
Fair value as of September 25, 2020 (IPO)	$	8,160,000	$	12,800,000		$	20,960,000
Measurement on October 1, 2020 (Overa-Allotment)		200,518		475,495			676,013
Change in fair value		2,643,400		100,000			2,743,400
Transfer to Level 1 from Level 3		—		(13,375,495	)		(13,375,495	)

Fair value as of January 1, 2021		11,003,918		—			11,003,918
Change in fair value		1,725,421		—			1,725,421

Fair value as of October 14, 2021	$	14,630,907	$	—		$	14,630,907

Leases (Tables)

12 Months Ended

Dec. 31, 2021

Leases [Abstract]

Summary of Lease Cost

The components of total lease expense are as follows (in thousands):


	Successor		Predecessor
	For the period October 15, 2021 through December 31, 2021		For the period January 1, 2021 through October 14, 2021		Year Ended December 31, 2020
Finance lease cost
Amortization of right-of-use assets	$	—	$	108	$	185
Interest on lease liabilities		38		27		44
Operating lease cost		370		856		984
Short-term lease cost		33		202		—
Variable lease cost		10		56		63

Total lease cost	$	451	$	1,249	$	1,276

The short-term lease cost disclosed in the Successor period above reasonably reflects our ongoing short-term lease commitments.


	Successor				Predecessor
	From October 15, 2021 through December 31, 2021				From January 1, 2021 through October 14, 2021				Year Ended December 31, 2020
	Operating Leases		Finance Leases		Operating Leases		Finance Leases		Operating Leases		Finance Leases
Cash paid for amounts included in the measurement of lease liabilities
Cash flow from financing activities	$	—	$	404	$	—	$	97	$	—	$	313
Cash flow from operating activities	$	106	$	38	$	871	$	27	$	1,126	$	44
Supplemental non-cash information on lease liabilities arising from obtaining right-of-use assets	$	10,347	$	—	$	—	$	—	$	2,991	$	786

Summary of Lessee Balance Sheet

The following table shows balance sheet information about our leases:


		Successor		Predecessor
	Balance sheet classification	December 31, 2021		December 31, 2020
Operating leases:
Right-of-use assets	Other assets, noncurrent	$	11,239	$	1,799
Lease liabilities, current	Other current liabilities	$	615	$	953
Lease liabilities, noncurrent	Other liabilities, noncurrent	$	10,647	$	847
Finance leases:
Right-of-use assets	Other assets, noncurrent	$	—	$	468
Lease liabilities, current	Other current liabilities	$	—	$	129
Lease liabilities, noncurrent	Other liabilities, noncurrent	$	—	$	369

Lessee, Operating Lease, Liability, Maturity

Future minimum lease payments under

non-cancellable

leases as of December 31, 2021 were as follows:


	Operating Leases			Finance Leases
For the year ended December 31,
2022 (1)	$	(3,114	)	$	—
2023		1,941			—
2024		1,774			—
2025		1,823			—
2026		1,873			—
Thereafter		11,817			—

Total undiscounted lease payments	$	16,114		$	—
Less: Imputed interest	$	(4,852	)	$	—

Total lease liability	$	11,262		$	—
Current	$	615		$	—
Noncurrent (Other noncurrent liabilities)	$	10,647		$	—

(1)

Finance Lease, Liability, Fiscal Year Maturity

Future minimum lease payments under

non-cancellable

leases as of December 31, 2021 were as follows:


	Operating Leases			Finance Leases
For the year ended December 31,
2022 (1)	$	(3,114	)	$	—
2023		1,941			—
2024		1,774			—
2025		1,823			—
2026		1,873			—
Thereafter		11,817			—

Total undiscounted lease payments	$	16,114		$	—
Less: Imputed interest	$	(4,852	)	$	—

Total lease liability	$	11,262		$	—
Current	$	615		$	—
Noncurrent (Other noncurrent liabilities)	$	10,647		$	—

(1)

Organization and Description of Business (Details) - USD ($)					3 Months Ended		5 Months Ended	9 Months Ended	12 Months Ended
	Oct. 15, 2021	Oct. 01, 2020	Oct. 01, 2020	Sep. 25, 2020	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2020	Oct. 14, 2021	Dec. 31, 2020
Subsidiary, Sale of Stock [Line Items]
Deferred underwriting fees				$ 7,258,021
Conversion of stock (in shares)					17,473,362
VPC IMPACT ACQUISITION HOLDINGS [Member]
Subsidiary, Sale of Stock [Line Items]
Proceeds from warrants issued								$ 0	$ 6,147,440
Stock issued, transaction costs				11,906,607
Underwriting fees				4,147,440
Other offering costs		$ 207,372,020		501,146
Cash						$ 1,177,678	$ 1,177,678	528,642	$ 1,177,678
Net working capital								15,270,109,000,000
Stock shares issued during the period value for services rendered							$ 25,000	25,000
VPC IMPACT ACQUISITION HOLDINGS [Member] \| Opco Plan [Member]
Subsidiary, Sale of Stock [Line Items]
Ownership percentage by parent	19.40%
Opco Common Units [Member] \| VPC IMPACT ACQUISITION HOLDINGS [Member]
Subsidiary, Sale of Stock [Line Items]
Conversion of stock (in shares)	208,200,000
IPO and Over-Allotment Option \| Member Units and Warrant
Subsidiary, Sale of Stock [Line Items]
Proceeds of sale of units and sale of warrants			$ 207.4
Proceeds from sale of stock and issuance of warrants, placed in trust account (in dollars per share)		$ 10.00	$ 10.00
IPO \| VPC IMPACT ACQUISITION HOLDINGS [Member]
Subsidiary, Sale of Stock [Line Items]
Number of units issued						20,000,000
Gross proceeds from units issued				$ 200,000,000
Shares issued, price per share				$ 10.00
IPO \| Member Units
Subsidiary, Sale of Stock [Line Items]
Sale of stock, number of units/warrants issued (in shares)				20,000,000
Gross proceeds				$ 200.0
Private Placement
Subsidiary, Sale of Stock [Line Items]
Sale of stock, number of units/warrants issued (in shares)	32,500,000
Gross proceeds	$ 325,000,000.0
Private Placement \| VPC IMPACT ACQUISITION HOLDINGS [Member]
Subsidiary, Sale of Stock [Line Items]
Sale of stock, number of units/warrants issued (in shares)	32,500,000
Gross proceeds	$ 325,000,000
Sale of stock, price per share (in dollars per share)	$ 10.00
Private Placement \| Private and public warrants
Subsidiary, Sale of Stock [Line Items]
Sale of stock, number of units/warrants issued (in shares)				6,000,000
Gross proceeds		$ 7.5		$ 6.0
Sale of stock, price per share (in dollars per share)		$ 1.00	1.00	$ 1.00
Proceeds of sale of units and sale of warrants		$ 147,440
Over-Allotment Option \| VPC IMPACT ACQUISITION HOLDINGS [Member]
Subsidiary, Sale of Stock [Line Items]
Number of units issued		737,202
Number of warrants issued		147,440
Number of warrants issued, price per share		$ 1.00	1.00
Proceeds from warrants issued		$ 7,519,460
Shares issued, price per share		$ 10.00	10.00
Over-Allotment Option \| Member Units
Subsidiary, Sale of Stock [Line Items]
Sale of stock, price per share (in dollars per share)		$ 10.00	$ 10.00
Proceeds of sale of units and sale of warrants		$ 737,202
Private Placement Warrants \| VPC IMPACT ACQUISITION HOLDINGS [Member]
Subsidiary, Sale of Stock [Line Items]
Number of warrants issued				6,000,000
Number of warrants issued, price per share				$ 1.00
Proceeds from warrants issued				$ 6,000,000
Sponsor [Member] \| VPC IMPACT ACQUISITION HOLDINGS [Member]
Subsidiary, Sale of Stock [Line Items]
Debt instrument face value								$ 300,000
Opco
Subsidiary, Sale of Stock [Line Items]
Proceeds of sale of units and sale of warrants	$ 207,400,000
Class A [Member]
Subsidiary, Sale of Stock [Line Items]
Common stock, par value (in dollars per share)	$ 0.0001				$ 0.0001
Conversion of stock (in shares)					7,194,928
Common stock, shares issued (in shares)					57,164,388
Class A [Member] \| VPC IMPACT ACQUISITION HOLDINGS [Member]
Subsidiary, Sale of Stock [Line Items]
Common stock, par value (in dollars per share)						$ 0.0001	$ 0.0001	$ 0.0001	$ 0.0001
Stock redemption price per share	10.01%
Class B [Member]
Subsidiary, Sale of Stock [Line Items]
Common stock, par value (in dollars per share)	$ 0.0001
Class B [Member] \| VPC IMPACT ACQUISITION HOLDINGS [Member]
Subsidiary, Sale of Stock [Line Items]
Common stock, par value (in dollars per share)	$ 0.0001					$ 0.0001	$ 0.0001	$ 0.0001	$ 0.0001
Common stock, shares issued (in shares)						5,184,300	5,184,300	5,184,300	5,184,300
Class B [Member] \| Opco
Subsidiary, Sale of Stock [Line Items]
Conversion of stock (in shares)	192,453,454
Class V Common Stock
Subsidiary, Sale of Stock [Line Items]
Common stock, par value (in dollars per share)	$ 0.0001				$ 0.0001
Common stock, shares issued (in shares)	207,406,648				206,271,792
Class V Common Stock \| VPC IMPACT ACQUISITION HOLDINGS [Member]
Subsidiary, Sale of Stock [Line Items]
Common stock, par value (in dollars per share)	$ 0.0001
Class V Common Stock \| Opco
Subsidiary, Sale of Stock [Line Items]
Conversion of stock (in shares)	208,200,000
Common stock reserved for future issuance (in shares)	793,352
Class V Common Stock \| Opco \| VPC IMPACT ACQUISITION HOLDINGS [Member]
Subsidiary, Sale of Stock [Line Items]
Common stock, shares issued (in shares)	207,406,648
Common stock reserved for future issuance (in shares)	793,352

Summary of Significant Accounting Policies (Details)

3 Months Ended

5 Months Ended

9 Months Ended

12 Months Ended

Sep. 25, 2020

USD ($)

Dec. 31, 2021

USD ($)

Segments

Dec. 31, 2020

USD ($)

Oct. 14, 2021

USD ($)

Dec. 31, 2021

USD ($)

Day

Dec. 31, 2020

USD ($)

New Accounting Pronouncements or Change in Accounting Principle [Line Items]

Number of reportable segments

Allowance for doubtful accounts

$ 200,000

Receivables, write-off

$ 0

Impairment of long-lived assets

1,196,000

3,598,000

15,292,000

Period over which customer consideration asset is recognized as a reduction to transaction fees on a straight-line basis

28 months

Net revenue

^[1]

11,481,000

27,956,000

28,495,000

832,000

487,000

(218,000)

Advertising expense

2,600,000

16,200,000

4,900,000

Realized loss on sale of investment

1,603,000

24,793,000

13,372,000

100,000

Unrealized gain on investment

628,000

Unrecognized Tax Benefits, Income Tax Penalties and Interest Accrued

$ 0

Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | shares

216,347,957

New Accounting Pronouncements or Change in Accounting Principle [Line Items]

Offering costs charged to equity

(3,854,328)

(9,304,998)

Cash equivalents

$ 11,906,606

Payments for underwriting expense

768,391

Unrecognized tax benefits

Unrecognized Tax Benefits, Income Tax Penalties and Interest Accrued

FDIC Insured Amount

250,000

IPO [Member] | VPC IMPACT ACQUISITION HOLDINGS [Member]

New Accounting Pronouncements or Change in Accounting Principle [Line Items]

Payment of stock issuance cost

$ 11,138,216

Warrant [Member]

New Accounting Pronouncements or Change in Accounting Principle [Line Items]

Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | shares

7,141,035

Warrant [Member] | VPC IMPACT ACQUISITION HOLDINGS [Member]

New Accounting Pronouncements or Change in Accounting Principle [Line Items]

Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | shares

16,516,041

Cryptoassets

New Accounting Pronouncements or Change in Accounting Principle [Line Items]

Cryptoassets | Alternative Payment Platform, Consumer

$ 0

$ 1.0

New Accounting Pronouncements or Change in Accounting Principle [Line Items]

Net revenue

$ 0

Cryptoassets | Alternative Payment Platform, Trading Partners

New Accounting Pronouncements or Change in Accounting Principle [Line Items]

Net revenue

$ 0

Accounts Receivable | Customer Concentration Risk | Three Customers

New Accounting Pronouncements or Change in Accounting Principle [Line Items]

Accounts Receivable | Customer Concentration Risk | Four Customers

49.00%

New Accounting Pronouncements or Change in Accounting Principle [Line Items]

Revenue from Contract with Customer Benchmark | Customer Concentration Risk | Three Customers

58.00%

New Accounting Pronouncements or Change in Accounting Principle [Line Items]

Revenue from Contract with Customer Benchmark | Customer Concentration Risk | Four Customers

55.00%

New Accounting Pronouncements or Change in Accounting Principle [Line Items]

Revenue from Contract with Customer Benchmark | Customer Concentration Risk | Two Customers

59.00%

New Accounting Pronouncements or Change in Accounting Principle [Line Items]

Class B Voting Units | Member Units | Strategic Partner

65.00%

New Accounting Pronouncements or Change in Accounting Principle [Line Items]

Warrants issued, number of units called by warrants (in shares) | shares

15,000,000

Class C Voting Units | Member Units | Bridge2 Solutions

New Accounting Pronouncements or Change in Accounting Principle [Line Items]

New Accounting Pronouncements or Change in Accounting Principle [Line Items]

$ 9,600,000

Money Market Funds

Cash equivalents, invested in money market funds

$ 343,100,000

$ 38,800,000

$ 343,100,000

$ 38,800,000

[1]	(1)As a result of the Business Combination (Note 4), ICE and its affiliates are no longer our affiliates. Refer to Note 8 for our related party disclosures.

Summary of Significant Accounting Policies - Property, Plant, and Equipment Useful Lives (Details)	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Internal use software \| Minimum
Property, Plant and Equipment [Line Items]
Assets under finance lease, estimated useful life	3 years	3 years
Internal use software \| Maximum
Property, Plant and Equipment [Line Items]
Assets under finance lease, estimated useful life	minus 7 years	minus 7 years
Purchased software
Property, Plant and Equipment [Line Items]
Useful lives of assets	3 years	3 years
Office, furniture and equipment \| Minimum
Property, Plant and Equipment [Line Items]
Assets under finance lease, estimated useful life	7 years	7 years
Office, furniture and equipment \| Maximum
Property, Plant and Equipment [Line Items]
Assets under finance lease, estimated useful life	minus 10 years	minus 10 years
Leasehold improvements
Property, Plant and Equipment [Line Items]
Useful lives of assets	7 years	7 years
Other computer and network equipment
Property, Plant and Equipment [Line Items]
Useful lives of assets	3 years	3 years
Assets under finance lease \| Minimum
Property, Plant and Equipment [Line Items]
Assets under finance lease, estimated useful life	2 years	2 years
Assets under finance lease \| Maximum
Property, Plant and Equipment [Line Items]
Assets under finance lease, estimated useful life	minus 5 years	minus 5 years

Summary of Significant Accounting Policies - Schedule of Reconciliation of Class A Ordinary Shares Reflected in the Balance Sheet (Detail) - VPC IMPACT ACQUISITION HOLDINGS [Member] - USD ($)	5 Months Ended	9 Months Ended	12 Months Ended
	Dec. 31, 2020	Oct. 14, 2021	Dec. 31, 2020
Reconciliation Of Class A Ordinary Shares Reflected In The Balance Sheet [Line Items]
Gross proceeds		$ 0	$ 203,224,580
Class A ordinary shares issuance costs		0	(397,793)
Class A ordinary shares subject to possible redemption	$ 207,372,020	207,372,020	207,372,020
Class A [Member]
Reconciliation Of Class A Ordinary Shares Reflected In The Balance Sheet [Line Items]
Gross proceeds	207,372,020	207,372,020
Proceeds allocated to Public Warrants	(13,275,495)	(13,275,495)
Class A ordinary shares issuance costs	(11,138,216)	(11,138,216)
Accretion of carrying value to redemption value	24,413,711	24,413,711
Class A ordinary shares subject to possible redemption	$ 207,372,020	$ 207,372,020	$ 207,372,020

Summary of Significant Accounting Policies - Schedule of Earnings Per Share Basic And Diluted (Detail) - USD ($)	3 Months Ended	5 Months Ended	9 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Oct. 14, 2021
Numerator:
Allocation of net loss, as adjusted	$ (43,995,000)
Common Class A [Member] \| VPC IMPACT ACQUISITION HOLDINGS [Member]
Numerator:
Allocation of net loss, as adjusted		$ (3,520,953)	$ (20,077,260)
Denominator:
Basic and diluted weighted average shares outstanding		13,429,289	20,737,202
Basic and diluted net loss per ordinary share		$ (0.26)	$ (0.97)
Common Class B [Member] \| VPC IMPACT ACQUISITION HOLDINGS [Member]
Numerator:
Allocation of net loss, as adjusted		$ (1,340,237)	$ (5,019,315)
Denominator:
Basic and diluted weighted average shares outstanding		5,111,809	5,184,300
Basic and diluted net loss per ordinary share		$ (0.26)	$ (0.97)

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

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Revenue from Contracts with Customers - Disaggregation of Revenue (Details) - USD ($)

3 Months Ended

9 Months Ended

12 Months Ended

Dec. 31, 2021

Oct. 14, 2021

Dec. 31, 2020

^[1]

$ 11,481,000

$ 27,956,000

$ 28,495,000

Digital asset marketplace

136

2,007

Rebates, liquidity payments, and reductions netted against total revenue

165,000

518,000

(1,073,000)

100,000

300,000

4,100,000

Considerations payable netted against total revenue

1,700,000

400,000

Loyalty redemption platform

Alternative payment platform

11,315,000

29,179,000

30,774,000

1,000

(1,741,000)

(576,000)

Transaction revenue, net

Rebates, liquidity payments, reductions and considerations payable netted against total revenue

5,724,000

10,637,000

7,386,000

100,000

2,100,000

4,500,000

Subscription and service revenue

100,000

300,000

4,100,000

$ 5,757,000

$ 17,319,000

$ 21,109,000

[1]	(1)As a result of the Business Combination (Note 4), ICE and its affiliates are no longer our affiliates. Refer to Note 8 for our related party disclosures.

Revenue from Contracts with Customers (Details) $ in Millions	3 Months Ended	9 Months Ended	12 Months Ended
	Dec. 31, 2021 USD ($) Segments	Oct. 14, 2021 USD ($)	Dec. 31, 2021 USD ($) Day	Dec. 31, 2020 USD ($)
Disaggregation of Revenue [Line Items]
Number of reportable segments	1		1
Transaction price allocated to remaining performance obligation	$ 26.0		$ 26.0	$ 15.5
Revenue recognition period				3 years
Contract costs	0.1	$ 0.7
Subscription Fees
Disaggregation of Revenue [Line Items]
Transaction price allocated to remaining performance obligation	16.6		$ 16.6	$ 7.1
Revenue recognition period			50 months
Subscription Fees \| Minimum
Disaggregation of Revenue [Line Items]
Revenue recognition period			10 months
Subscription Fees \| Maximum
Disaggregation of Revenue [Line Items]
Revenue recognition period			57 months
Service Fees
Disaggregation of Revenue [Line Items]
Transaction price allocated to remaining performance obligation	$ 9.4		$ 9.4	$ 8.4
Revenue recognition period			3 years	18 months 15 days
Service Fees \| Minimum
Disaggregation of Revenue [Line Items]
Revenue recognition period				4 months
Service Fees \| Maximum
Disaggregation of Revenue [Line Items]
Revenue recognition period				42 months

Revenue from Contracts with Customers - Deferred Revenue (Details) - USD ($) $ in Thousands	3 Months Ended	9 Months Ended	12 Months Ended
	Dec. 31, 2021	Oct. 14, 2021	Dec. 31, 2020
Contract with Customer, Liability [Roll Forward]
Beginning of the period contract liability	$ 9,423	$ 8,385	$ 0
Fair value of contract liability acquired (Note 4)			12,703
Revenue recognized from contract liabilities included in the beginning balance	(1,350)	(3,524)	(11,005)
Increases due to cash received, net of amounts recognized in revenue during the period	1,375	4,562	6,687
End of the period contract liability	$ 9,448	$ 9,423	$ 8,385

Business Combination and Acquisition - Narrative (Details)
$ / shares in Units, $ in Thousands

3 Months Ended

9 Months Ended

10 Months Ended

12 Months Ended

Oct. 15, 2021

USD ($)

BOARDMEMBER

$ / shares

Feb. 21, 2020

USD ($)

Dec. 31, 2021

USD ($)

$ / shares

Oct. 14, 2021

USD ($)

Dec. 31, 2020

USD ($)

Dec. 31, 2020

USD ($)

Dec. 31, 2019

USD ($)

Repurchase of redeemed Class A ordinary shares

$ 84,500

$ 84,530

Class A ordinary shares redeemed (in shares) | shares

8,452,042

Conversion of Class A ordinary shares and Class B ordinary shares into Class A common stock (Note 4) (in shares) | shares

12,285,160

Temporary equity par value (in usd per share) | $ / shares

$ 0.0001

Stock issued in exchange for exercise of warrants (in shares) | shares

17,473,362

Payment of deferred underwriting fee

$ 1,603

$ 24,793

$ 13,372

7,258

$ 1,527,118

1,527,071

$ 233,429

$ 16,854

Customer relationships

8 years

^[1]

8 years

12 years

Technology

4 years 2 months 12 days

^[2]

4 years 2 months 12 days

7 years

Trade Names

1 year

Ownership percentage by parent

20.30%

Private Placement

Payment of deferred underwriting fee

$ 7,300

Payments of stock issuance costs

13,000

Gross proceeds

$ 325,000

Sale of stock, number of units/warrants issued (in shares) | shares

32,500,000

Common Class A

Common stock, par value (in dollars per share) | $ / shares

$ 0.0001

Stock issued in exchange for exercise of warrants (in shares) | shares

7,194,928

Common stock, shares issued (in shares) | shares

57,164,388

Common Class A | Conversion Of Class A Ordinary Shares And Class B Ordinary Shares Into Class A Common Stock | Common Stock

Stock issued in exchange for exercise of warrants (in shares) | shares

17,469,460

Class V Common Stock

Common stock, par value (in dollars per share) | $ / shares

$ 0.0001

Common stock, shares issued (in shares) | shares

207,406,648

206,271,792

Class V Common Stock | Common Stock

Stock issued in exchange for exercise of warrants (in shares) | shares

189,933,286

Class B Ordinary Shares

Common stock, par value (in dollars per share) | $ / shares

$ 0.0001

Class B Ordinary Shares | Conversion Of Class A Ordinary Shares And Class B Ordinary Shares Into Class A Common Stock | Common Stock

Stock issued in exchange for exercise of warrants (in shares) | shares

5,184,300

(5,184,300)

Voting Class C [Member] | Conversion Of Opco Class A, Class B, And Class C Voting Units Into Class V Common Stock

Stock issued in exchange for exercise of warrants (in shares) | shares

270,270,270

Maximum NCI voting power percentage

30.00%

Voting power of common stock threshold

50.00%

Number of board members from NCI | BOARDMEMBER

Total number of board members | BOARDMEMBER

Proceeds of sale of units and sale of warrants

$ 207,400

Payment of director and officer insurance

$ 1,600

24,800

Success fee

$ 12,100

900

Equity consideration transferred

1,527,071

^[3]

$ 1,904,648

393,070

Opco | Customer relationships

5 years 8 months 12 days

^[1]

44,970

Opco | Technology

Opco | Class V Common Stock

^[2]

$ 67,310

Stock issued in exchange for exercise of warrants (in shares) | shares

208,200,000

Common stock reserved for future issuance (in shares) | shares

793,352

Opco | Class V Common Stock | Conversion Of Opco Class A, Class B, And Class C Voting Units Into Class V Common Stock

Stock issued in exchange for exercise of warrants (in shares) | shares

189,933,286

Opco | Class V Common Stock | Conversion of Opco Incentive Units

Stock issued in exchange for exercise of warrants (in shares) | shares

17,473,362

Opco | Class B Ordinary Shares

Stock issued in exchange for exercise of warrants (in shares) | shares

192,453,454

Opco | Voting Class A [Member]

Stock issued in exchange for exercise of warrants (in shares) | shares

400,000,000

Opco | Voting Class A [Member] | Conversion Of Opco Class A, Class B, And Class C Voting Units Into Class V Common Stock

Stock issued in exchange for exercise of warrants (in shares) | shares

(400,000,000)

Opco | Voting Class C [Member] | Conversion Of Opco Class A, Class B, And Class C Voting Units Into Class V Common Stock

Stock issued in exchange for exercise of warrants (in shares) | shares

(270,270,270)

Bridge2 Solutions, LLC

Goodwill purchase accounting adjustments

$ 216,575

$ 10,100

Equity consideration transferred

300,000

Fair value contributed by affiliated entity

$ 260,800

Bridge2 Solutions, LLC | Customer relationships

11 years

$ 53,600

Bridge2 Solutions, LLC | Technology

12 years

$ 12,000

Bridge2 Solutions, LLC | Trade Names

7 years

$ 400

1 year

[1]	The customer relationships represent the existing customer relationships of Opco that were valued by applying the multi-period excess earnings methodology.
[2]	The technology represents technologies acquired and developed by Opco for the purpose of operating its platform, which were valued using the relief-from-royalty method.
[3]	The equity consideration paid to Opco Equity Holders is equal to the estimated fair value of noncontrolling interest on the acquisition date. Equity consideration paid to Opco Equity Holders consisted of the following:

Business Combination and Acquisition - Okpo Consideration Transferred (Details) - Opco
$ / shares in Units, $ in Thousands

Oct. 15, 2021

USD ($)

$ / shares

Equity consideration paid to Opco Equity Holders

$ 1,904,648

^[1]

Cash paid for redeemed Opco Incentive Units

1,488

^[2]

Cash paid for seller transaction costs

13,454

^[3]

Total purchase consideration

$ 1,919,590

Opco common units (in shares) | shares

189,933

Fair value per unit (in usd per share) | $ / shares

$ 9.46

Fair value of Opco common units

$ 1,796,769

Fair value of Opco common incentive units based on services rendered

107,879

Equity consideration paid to Opco Equity Holders

$ 1,904,648

^[1]

Redemption of temporary equity, percentage

40.00%

[1]	The equity consideration paid to Opco Equity Holders is equal to the estimated fair value of noncontrolling interest on the acquisition date. Equity consideration paid to Opco Equity Holders consisted of the following:
[2]	Represents the cash paid to certain Opco Equity Holders in exchange for the redemption of 40% of the first one-third of their Opco common incentive units and preferred incentive units which vested at the effective time of the Business Combination (Note 11).
[3]	Represents Opco’s liability to pay transaction costs as of the Business Combination date, which was settled with cash received from the Business Combination.

Business Combination and Acquisition - Opko Assets Acquired And Liabilities Assumed (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Oct. 15, 2021	Oct. 14, 2021	Dec. 31, 2020	Dec. 31, 2019
Business Acquisition [Line Items]
Goodwill	$ 1,527,118		$ 1,527,071	$ 233,429	$ 16,854
Opco
Business Acquisition [Line Items]
Cash and cash equivalents, restricted cash and customer funds		$ 30,837
Accounts receivable, net		17,009
Other current assets		5,090
Property, equipment and software		4,115
Deposits with clearinghouse, noncurrent (affiliate in Predecessor period)		15,151
Intangible assets		393,070
Goodwill		1,527,071
Deferred tax asset		140
Other assets		3,002
Total assets acquired		1,995,485
Accounts payable and accrued liabilities		(52,997)
Due to related party (affiliate in Predecessor period)		(2,313)
Other current liabilities		(3,140)
Deferred revenue, current		(4,665)
Participation unit liability		(6,756)
Deferred revenue, noncurrent		(4,758)
Other liabilities		(1,266)
Total liabilities assumed		(75,895)
Total purchase consideration		$ 1,919,590

Business Combination and Acquisition - Opko Finite Lived Intangible Assets Acquired (Details) - USD ($)
$ in Thousands

3 Months Ended

12 Months Ended

Oct. 15, 2021

Dec. 31, 2021

Dec. 31, 2020

Customer relationships

Acquired Finite-Lived Intangible Assets [Line Items]

Acquired Finite-Lived Intangible Assets [Line Items]

8 years

^[1]

8 years

12 years

Technology

4 years 2 months 12 days

^[2]

4 years 2 months 12 days

7 years

Acquired Finite-Lived Intangible Assets [Line Items]

$ 393,070

Opco | Customer relationships

5 years 8 months 12 days

Acquired Finite-Lived Intangible Assets [Line Items]

Acquired Finite-Lived Intangible Assets [Line Items]

^[1]

44,970

Opco | Technology

Opco | Trademarks / trade names

^[2]

67,310

Acquired Finite-Lived Intangible Assets [Line Items]

Indefinite-lived intangible assets acquired

^[3]

39,470

Opco | Licenses

Acquired Finite-Lived Intangible Assets [Line Items]

Indefinite-lived intangible assets acquired

^[4]

$ 241,320

[1]	The customer relationships represent the existing customer relationships of Opco that were valued by applying the multi-period excess earnings methodology.
[2]	The technology represents technologies acquired and developed by Opco for the purpose of operating its platform, which were valued using the relief-from-royalty method.
[3]	The trademarks / trade names represent those that Opco originated which were valued using the relief-from-royalty method.
[4]	The licenses represent those that Opco acquired that were valued using the with-and-without method.

Business Combination and Acquisition - Opko Pro Forma Information (Details) - Opco - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Business Acquisition [Line Items]
Pro forma revenue, net	$ 39,437	$ 34,154
Pro forma net loss	(198,467)	(168,751)
Less: pro forma net loss attributable to noncontrolling interest	(165,136)	(140,376)
Pro forma net loss attributable to Bakkt Holdings, Inc.	$ (33,331)	$ (28,375)

Business Combination and Acquisition - Bridge2 Solutions Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Oct. 14, 2021	Dec. 31, 2020	Feb. 21, 2020	Dec. 31, 2019
Business Acquisition [Line Items]
Goodwill	$ 1,527,118	$ 1,527,071	$ 233,429		$ 16,854
Bridge2 Solutions, LLC
Business Acquisition [Line Items]
Cash and cash equivalents, restricted cash and customer funds				$ 10,652
Accounts receivable, net				10,158
Other current assets				1,284
Property, equipment and software				4,465
Other assets				2,864
Goodwill				216,575
Total assets acquired				312,023
Accounts payable and accrued liabilities				(22,450)
Deferred revenue, current				(12,703)
Deferred income tax liabilities				(3,005)
Other liabilities				(2,402)
Total liabilities assumed				(40,560)
Total purchase consideration				271,463
Bridge2 Solutions, LLC \| Customer relationships
Business Acquisition [Line Items]
Finite-lived intangible assets				53,620
Bridge2 Solutions, LLC \| Technology
Business Acquisition [Line Items]
Finite-lived intangible assets				11,990
Bridge2 Solutions, LLC \| Trade Names
Business Acquisition [Line Items]
Finite-lived intangible assets				$ 415

Business Combination and Acquisition - Bridge2 Solutions Pro Forma (Details) - Bridge2 Solutions, LLC $ in Thousands	10 Months Ended
	Dec. 31, 2020 USD ($)
Business Acquisition [Line Items]
Revenue	$ 30,774
Net Loss	$ (11,085)

Initial Public offering - Additional Information (Detail) - USD ($)			1 Months Ended
	Oct. 01, 2020	Sep. 25, 2020	Mar. 31, 2020	Dec. 31, 2021	Oct. 14, 2021
Disclosure Of Initial Public Offer [Line Items]
Number of units issued			$ 299,700,000
Exercise price of warrants				$ 11.50
VPC IMPACT ACQUISITION HOLDINGS [Member]
Disclosure Of Initial Public Offer [Line Items]
Exercise price of warrants					$ 11.50
Public Warrants [Member] \| VPC IMPACT ACQUISITION HOLDINGS [Member]
Disclosure Of Initial Public Offer [Line Items]
Number of securities called by each warrant or right	1
Exercise price of warrants	$ 11.50
IPO [Member] \| VPC IMPACT ACQUISITION HOLDINGS [Member]
Disclosure Of Initial Public Offer [Line Items]
Number of units issued		$ 20,000,000
Shares issued, price per share		$ 10.00
Over-Allotment Option [Member] \| VPC IMPACT ACQUISITION HOLDINGS [Member]
Disclosure Of Initial Public Offer [Line Items]
Number of units issued	$ 737,202
Shares issued, price per share	$ 10.00

Private Placement - Additional Information (Detail) - USD ($)		9 Months Ended		12 Months Ended
	Oct. 01, 2020	Oct. 14, 2021	Oct. 14, 2021	Dec. 31, 2020	Dec. 31, 2021
Private Placement [Line Items]
Exercise price of warrants					$ 11.50
VPC IMPACT ACQUISITION HOLDINGS [Member]
Private Placement [Line Items]
Proceeds from warrants issued			$ 0	$ 6,147,440
Exercise price of warrants		$ 11.50	$ 11.50
Private Placement Warrants [Member] \| VPC IMPACT ACQUISITION HOLDINGS [Member]
Private Placement [Line Items]
Number of warrants issued		6,000,000
Private Placement Warrants [Member] \| Private Placement [Member] \| VPC IMPACT ACQUISITION HOLDINGS [Member]
Private Placement [Line Items]
Number of warrants issued	147,440
Number of warrants issued, price per share	$ 1.00	$ 1.00	$ 1.00
Proceeds from warrants issued		$ 6,000,000

Related Party Transactions - Additional Information (Detail) - USD ($)			2 Months Ended	5 Months Ended	9 Months Ended
	Sep. 25, 2020	Aug. 03, 2020	Sep. 30, 2020	Dec. 31, 2020	Oct. 14, 2021	Dec. 31, 2021	Oct. 01, 2020
VPC IMPACT ACQUISITION HOLDINGS [Member]
Related Party Transaction [Line Items]
Stock Issued During Period, Value, Issued for Services				$ 25,000	$ 25,000
Share Price					$ 9.20
Related party transaction expenses	$ 0
Sponsor [Member] \| Administrative Support Agreement [Member] \| VPC IMPACT ACQUISITION HOLDINGS [Member]
Related Party Transaction [Line Items]
Related party transaction expenses	$ 10,000		$ 90,000		$ 30,000
Due to officers or stockholders, current				$ 30,000	$ 110,000
Founder Shares [Member] \| Lock In Period One [Member] \| VPC IMPACT ACQUISITION HOLDINGS [Member]
Related Party Transaction [Line Items]
Lock in period after business combination founder shares					1 year
Founder Shares [Member] \| Lock In Period Two [Member] \| Minimum [Member] \| VPC IMPACT ACQUISITION HOLDINGS [Member]
Related Party Transaction [Line Items]
Lock in period after business combination founder shares					150 days
Common Class A [Member]
Related Party Transaction [Line Items]
Common stock, shares outstanding						57,164,388
Common Class A [Member] \| Founder Shares [Member] \| VPC IMPACT ACQUISITION HOLDINGS [Member]
Related Party Transaction [Line Items]
Percentage of common stock shares outstanding					20.00%
Number of consecutive trading days for determining the share price					20 days
Number of trading days for determining the share price					30 days
Common Class A [Member] \| Founder Shares [Member] \| Minimum [Member] \| VPC IMPACT ACQUISITION HOLDINGS [Member]
Related Party Transaction [Line Items]
Share Price					$ 12.00
Common Class B [Member]
Related Party Transaction [Line Items]
Common stock, shares outstanding				5,184,300	5,184,300
Common Class B [Member] \| VPC IMPACT ACQUISITION HOLDINGS [Member]
Related Party Transaction [Line Items]
Common stock, shares outstanding				5,184,300	5,184,300
Share based compensation other than employee stock scheme shares forfeited during the period				565,700
Common Class B [Member] \| Founder Shares [Member]
Related Party Transaction [Line Items]
Stock shares issued during the period shares for services rendered		5,750,000
Common Class B [Member] \| Founder Shares [Member] \| VPC IMPACT ACQUISITION HOLDINGS [Member]
Related Party Transaction [Line Items]
Stock Issued During Period, Value, Issued for Services		$ 25,000
Common stock, shares outstanding		5,690,000					5,184,300
Common stock share subject to forfeiture		750,000
Percentage of common stock shares outstanding		20.00%
Common stock shares not subject to forfeiture					184,300
Common Class B [Member] \| Founder Shares [Member] \| Board Of Directors [Member] \| VPC IMPACT ACQUISITION HOLDINGS [Member]
Related Party Transaction [Line Items]
Shares transferred to related party		60,000

Goodwill and Intangible Assets, Net - Goodwill (Details) - USD ($) $ in Thousands	3 Months Ended	9 Months Ended	12 Months Ended
	Dec. 31, 2021	Oct. 14, 2021	Dec. 31, 2020
Goodwill [Roll Forward]
Goodwill, beginning balance	$ 1,527,071	$ 233,429	$ 16,854
Acquisition of Bridge2 Solutions			216,575
Foreign currency translation	47	(48)
Goodwill, ending balance	1,527,118	1,527,071	$ 233,429
Previously Reported [Member]
Goodwill [Roll Forward]
Goodwill, beginning balance	$ 233,381
Goodwill, ending balance		$ 233,381

Goodwill and Intangible Assets, Net (Details) - USD ($) $ in Millions	3 Months Ended	9 Months Ended	12 Months Ended
	Dec. 31, 2021	Oct. 14, 2021	Dec. 31, 2020
Goodwill and Intangible Assets Disclosure [Abstract]
Amortization of intangible assets	$ 4.6	$ 5.1	$ 6.5

Goodwill and Intangible Assets, Net - Schedule of Intangible Assets (Details) - USD ($)
$ in Thousands

3 Months Ended

12 Months Ended

Oct. 15, 2021

Dec. 31, 2021

Dec. 31, 2020

Indefinite-lived Intangible Assets [Line Items]

$ (4,601)

$ (6,080)

393,070

68,279

Indefinite-lived Intangible Assets [Line Items]

107,679

Net Carrying Amount

$ 388,469

$ 62,199

Technology

4 years 2 months 12 days

^[1]

4 years 2 months 12 days

7 years

$ 67,310

$ 13,690

(3,415)

(1,879)

Indefinite-lived Intangible Assets [Line Items]

$ 63,895

$ 11,811

Customer relationships

8 years

^[2]

8 years

12 years

$ 44,970

$ 53,620

(1,186)

(3,844)

Indefinite-lived Intangible Assets [Line Items]

43,784

$ 49,776

Trade Names

Indefinite-lived intangible assets

39,470

1 year

$ 415

(357)

Indefinite-lived Intangible Assets [Line Items]

Licenses

Indefinite-lived intangible assets

$ 241,320

$ 554

[1]	The technology represents technologies acquired and developed by Opco for the purpose of operating its platform, which were valued using the relief-from-royalty method.
[2]	The customer relationships represent the existing customer relationships of Opco that were valued by applying the multi-period excess earnings methodology.

Goodwill and Intangible Assets, Net - Schedule of Future Amortization (Details) $ in Thousands	Dec. 31, 2021 USD ($)
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity [Abstract]
2022	$ 21,811
2023	21,811
2024	21,871
2025	18,896
2026	7,628
Thereafter	15,662
Total	$ 107,679

Consolidated Balance Sheet Components - Accounts Receivable, Net (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Accounts, Notes, Loans and Financing Receivable [Line Items]
Total accounts receivable	$ 18,352	$ 10,558
Less: allowance for doubtful accounts	(210)	(150)
Total	18,142	10,408
Trade accounts receivable
Accounts, Notes, Loans and Financing Receivable [Line Items]
Total accounts receivable	11,404	5,656
Unbilled receivables
Accounts, Notes, Loans and Financing Receivable [Line Items]
Total accounts receivable	5,448	2,590
Other receivables
Accounts, Notes, Loans and Financing Receivable [Line Items]
Total accounts receivable	$ 1,500	$ 2,312

Consolidated Balance Sheet Components - Other Current Assets (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Prepaid expenses	$ 32,206	$ 734
Customer consideration asset, current (Note 10)	0	2,325
Other current assets	4,784	6,956
Previously Reported [Member]
Prepaid expenses	$ 4,784	$ 4,631

Consolidated Balance Sheet Components - Property, Equipment and Software, Net (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Property, Plant and Equipment [Line Items]
Property, equipment and software, gross	$ 6,854	$ 22,740
Less: accumulated amortization and depreciation	(733)	(2,783)
Total	6,121	19,957
Internal use software
Property, Plant and Equipment [Line Items]
Property, equipment and software, gross	3,550	20,343
Purchased software
Property, Plant and Equipment [Line Items]
Property, equipment and software, gross	17	110
Office, furniture and equipment
Property, Plant and Equipment [Line Items]
Property, equipment and software, gross	19	609
Other computer and network equipment
Property, Plant and Equipment [Line Items]
Property, equipment and software, gross	2,991	1,199
Leasehold improvements
Property, Plant and Equipment [Line Items]
Property, equipment and software, gross	$ 277	$ 479

Consolidated Balance Sheet Components - Narrative (Details) - USD ($) $ in Thousands		3 Months Ended	9 Months Ended	12 Months Ended
	Feb. 03, 2021	Dec. 31, 2021	Oct. 14, 2021	Dec. 31, 2021	Dec. 31, 2020	Jan. 19, 2021	Jan. 18, 2021
Property, Plant and Equipment [Line Items]
Depreciation and amortization expense		$ 800	$ 4,400		$ 2,700
Amortization expense of capitalized internal-use software placed in service		400	3,600		900
Capitalized computer software					19,800
Capitalized computer software placed in service					17,400
Software license obligation, current		0		$ 0	675
Impairment of long-lived assets		1,196	$ 3,598		15,292
Default resource contribution		15,200		15,200	35,400
Bakkt Trust
Property, Plant and Equipment [Line Items]
Default resource contribution						$ 15,200	$ 35,400
Default resource contribution, amount returned	$ 20,200
Cash margins (less than)		100		100
License Agreements
Property, Plant and Equipment [Line Items]
Software license obligation, current		700		700
Impairment of long-lived assets		1,200			1,400
Fair value of impaired asset		0		$ 0	0
Income from extinguishment of software license liability		$ 1,300
Term of software license agreement				5 years
Internal use software
Property, Plant and Equipment [Line Items]
Impairment of long-lived assets					11,500
Fair value of impaired asset					0
Purchased software
Property, Plant and Equipment [Line Items]
Impairment of long-lived assets					2,500
Fair value of impaired asset					$ 0

Consolidated Balance Sheet Components - Other Assets (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Customer consideration asset, noncurrent (Note 10)	$ 0	$ 2,713
Operating lease right-of-use assets (Note 17)	11,239	1,799
Finance lease right-of-use assets	0	468
Other	2,640	598
Other assets	$ 13,879	$ 5,578

Consolidated Balance Sheet Components - Accounts Payable and Accrued Liabilities (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Accounts payable	$ 10,646	$ 7,165
Accrued expenses	20,130	14,808
Purchasing card payable	17,698	12,683
Salaries and benefits payable	13,349	6,018
Other	2,267	2,241
Total	$ 64,090	$ 42,915

Consolidated Balance Sheet Components - Other Current Liabilities (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Participation units liability, current (Note 11)	$ 2,027	$ 0
Current maturities of operating lease liability	615	953
Software license obligation, current	0	675
Current maturities of finance lease liability	0	129
Other	1,075	186
Total	$ 3,717	$ 1,943

Consolidated Balance Sheet Components - Other Noncurrent Liabilities (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Software license obligation, noncurrent	$ 0	$ 1,233
Participation units liability, non-current (Note 11)	2,027	870
Operating lease liability, noncurrent (Note 17)	10,647	847
Finance lease liability, noncurrent	0	369
Total	$ 12,674	$ 3,319

Related Parties (Details) - USD ($)

1 Months Ended

3 Months Ended

9 Months Ended

12 Months Ended

Mar. 12, 2020

Apr. 30, 2019

Dec. 31, 2021

Oct. 14, 2021

Dec. 31, 2020

Aug. 31, 2021

Jan. 19, 2021

Jan. 18, 2021

May 31, 2020

May 19, 2020

Feb. 21, 2020

Default resource contribution

$ 71

$ 136

$ 2,007

15,200,000

35,400,000

Interest income (expense), net

11,000

(247,000)

123,000

^[1]

617,000

1,856,000

Accounts receivable, net

18,142,000

10,408,000

Realized loss on sale of investment

100,000

Unrealized gain on investment

628,000

Class C Warrant

Fair value of warrant

$ 1,000,000.0

$ 1,600,000

Bakkt Trust

Default resource contribution

$ 15,200,000

$ 35,400,000

Intercompany Services Agreement And Triparty Agreement

1,900,000

Accounts receivable, net

100,000

ICE | Bridge2 Solutions, LLC

Percentage of issued and outstanding ownership interests acquired

100.00%

Affiliated Entity | ICE

Realized loss on sale of investment

100,000

Unrealized gain on investment

600,000

Business contributed, enterprise value

$ 261,400,000

Business contributed, additional goodwill

10,100,000

Business contributed, cash contribution

2,600,000

Business contributed, cash contribution, amount used to pay acquisition-related expenses

1,400,000

Affiliated Entity | ICE | Intercompany Services Agreement

Expenses

1,500,000

3,100,000

Affiliated Entity | ICE | Transition Services Agreement

Expenses

600,000

Affiliated Entity | IFUS and ICUS | Triparty Agreement

Reduction in revenue related to capital contribution

200,000

700,000

Affiliated Entity | ICUS | Transition Services Agreement

Interest income (expense), net

100,000

Affiliated Entity | ICUS | Triparty Agreement | Bakkt Trust

Default resource contribution

$ 15,000,000.0

$ 35,400,000

Affiliated Entity | IFS and ICS | Triparty Agreement

Rebates and incentive payments (contra-revenue)

100,000

2,000,000.0

100,000

200,000

3,400,000

Reduction in revenue related to capital contribution

$ 0

$ 200,000

700,000

Affiliated Entity | IFS and ICS | Triparty Agreement | PDF Contracts

General duration of PDF Contracts (less than)

1 month

Percentage of net trading and clearing revenue earned with respect to PDF Contracts paid to us

35.00%

Affiliated Entity | ICE and Certain Minority Investors

Business contributed, cash contribution

36,600,000

Affiliated Entity | ICE and Certain Minority Investors | Class C Voting Units

Gross proceeds

$ 299,700,000

Sale of stock, number of units/warrants issued (in shares)

270,000,000

Affiliated Entity | Minority Investor | Class C Warrant

Fair value of warrant

$ 1,600,000

Executive

Gross proceeds

$ 200,000

$ 100,000

[1]	As a result of the Business Combination (Note 4), ICE and its affiliates are no longer our affiliates. Refer to Note 8 for our related party disclosures.

Warrants (Details) - USD ($)	3 Months Ended	5 Months Ended	9 Months Ended	12 Months Ended
Warrants (Details) - USD ($)	Dec. 31, 2021	Dec. 31, 2020	Oct. 14, 2021	Dec. 31, 2020	Oct. 01, 2020
Class of Warrant or Right [Line Items]
Exercise price (in dollars per share)	$ 11.50
Stock issued in exchange for exercise of warrants (in shares)	17,473,362
Proceeds from the exercise of warrants (Note 9)	$ 37,117,000
Loss from change in fair value of warrant liability	$ 79,373,000
VPC IMPACT ACQUISITION HOLDINGS [Member]
Class of Warrant or Right [Line Items]
Exercise price (in dollars per share)			$ 11.50
Class of warrants or rights term			5 years
Loss from change in fair value of warrant liability		$ 3,090,130	$ 9,329,720	$ 3,090,130
Share Price			$ 9.20
Event Trigerring The Value Of Warrants [Member] \| VPC IMPACT ACQUISITION HOLDINGS [Member]
Class of Warrant or Right [Line Items]
Number of consecutive trading days for determining the share price			10 days
Sale of stock issue price per share			$ 9.20
Percentage of gross proceeds from share issue for the purposes of business combination			60.00%
Event Trigerring The Value Of Warrants [Member] \| Market Value [Member] \| VPC IMPACT ACQUISITION HOLDINGS [Member]
Class of Warrant or Right [Line Items]
Redemption price of common stock percentage			180.00%
Event Trigerring The Value Of Warrants [Member] \| Newly Issued Price [Member] \| VPC IMPACT ACQUISITION HOLDINGS [Member]
Class of Warrant or Right [Line Items]
Redemption price of common stock percentage			115.00%
Triggering Share Price One [Member] \| Maximum [Member] \| VPC IMPACT ACQUISITION HOLDINGS [Member]
Class of Warrant or Right [Line Items]
Share Price			$ 18.00
Number of consecutive trading days for determining the share price			20 days
Number of trading days for determining the share price			30 days
Triggering Share Price One [Member] \| Minimum [Member]
Class of Warrant or Right [Line Items]
Number of days prior to the date of notifying the warrant holders for determining the total trading period			3 days
Triggering Share Price One [Member] \| Minimum [Member] \| VPC IMPACT ACQUISITION HOLDINGS [Member]
Class of Warrant or Right [Line Items]
Share Price			$ 18.00
Number of days of notice to be given for the redemption of warrants			30 days
Number of consecutive trading days for determining the share price			20 days
Number of trading days for determining the share price			30 days
Triggering Share Price One [Member] \| Minimum [Member] \| Warrant Redemption Price One [Member] \| VPC IMPACT ACQUISITION HOLDINGS [Member]
Class of Warrant or Right [Line Items]
Class of warrants or rights redemption price			$ 0.01
Triggering Share Price Two [Member] \| Minimum [Member]
Class of Warrant or Right [Line Items]
Number of days prior to the date of notifying the warrant holders for determining the total trading period			3 days
Triggering Share Price Two [Member] \| Minimum [Member] \| VPC IMPACT ACQUISITION HOLDINGS [Member]
Class of Warrant or Right [Line Items]
Share Price			$ 10.00
Number of days of notice to be given for the redemption of warrants			30 days
Number of consecutive trading days for determining the share price			20 days
Number of trading days for determining the share price			30 days
Warrant Excercise Period One [Member] \| VPC IMPACT ACQUISITION HOLDINGS [Member]
Class of Warrant or Right [Line Items]
Class of warrants or rights number of days from the closure of business combination within which excersing can be done			30 days
Warrant Excercise Period Two [Member] \| VPC IMPACT ACQUISITION HOLDINGS [Member]
Class of Warrant or Right [Line Items]
Class of warrants or rights number of days from the closure of business combination within which excersing can be done			1 year
Warrant Excercise Period Two [Member] \| Triggering Share Price Two [Member] \| Minimum [Member] \| VPC IMPACT ACQUISITION HOLDINGS [Member]
Class of Warrant or Right [Line Items]
Class of warrants or rights redemption price			$ 0.10
Class A [Member]
Class of Warrant or Right [Line Items]
Number of shares entitled to holders of each warrant (in shares)	1
Stock issued in exchange for exercise of warrants (in shares)	7,194,928
Private Placement Warrants And Class A Stock Issuable Upon Exercise Of Private Placement Warrants [Member] \| VPC IMPACT ACQUISITION HOLDINGS [Member]
Class of Warrant or Right [Line Items]
Class of warrants or rights lock in period			30 days
Public Warrants
Class of Warrant or Right [Line Items]
Class of Warrant or Right, Outstanding	7,141,035
Class of warrants or rights term	5 years
Warrants exercised (in shares)	3,227,566
Proceeds from the exercise of warrants (Note 9)	$ 37,100,000
Public Warrants \| VPC IMPACT ACQUISITION HOLDINGS [Member]
Class of Warrant or Right [Line Items]
Number of shares entitled to holders of each warrant (in shares)					1
Exercise price (in dollars per share)					$ 11.50
Warrants fair value disclosure		11,509,147	$ 17,211,878	11,509,147
Private Placement Warrants
Class of Warrant or Right [Line Items]
Class of Warrant or Right, Outstanding	0
Warrants exercised (in shares)	6,147,440
Private Placement Warrants \| VPC IMPACT ACQUISITION HOLDINGS [Member]
Class of Warrant or Right [Line Items]
Warrants fair value disclosure		$ 11,003,918	$ 14,618,000	$ 11,003,918

Stockholders' Equity - Narrative (Details) $ / shares in Units, $ in Thousands			1 Months Ended				3 Months Ended	9 Months Ended	12 Months Ended
	Oct. 15, 2021 $ / shares shares	Apr. 06, 2021 shares	Oct. 31, 2021 USD ($)	Aug. 31, 2021 shares	Mar. 31, 2020 USD ($) $ / shares shares	Dec. 31, 2018 USD ($) shares	Dec. 31, 2021 USD ($) $ / shares shares	Oct. 14, 2021 USD ($) $ / shares shares	Dec. 31, 2020 USD ($) $ / shares shares	Aug. 31, 2021 USD ($)	Aug. 31, 2021	Aug. 31, 2021 d	Oct. 01, 2020 shares	Aug. 03, 2020 shares	May 31, 2020	May 31, 2020 USD ($)	May 31, 2020 shares	May 31, 2020	May 31, 2020 $ / shares	May 31, 2020 d	May 19, 2020 USD ($)	Feb. 19, 2020 USD ($) d $ / shares shares
Class of Stock [Line Items]
Preferred stock, shares authorized							1,000,000
Preferred stock, par value (in dollars per share) \| $ / shares							$ 0.0001
Preferred stock, shares issued							0
Temporary equity shares issued									103,318,325
Temporary equity shares outstanding									85,875,000
Issuance of voting units \| $					$ 299,700
Conversion of stock (in shares)							17,473,362
Exercise price (in dollars per share) \| $ / shares							$ 11.50
Impairment of long-lived assets \| $							$ 1,196	$ 3,598	$ 15,292
Selling, general and administrative \| $							$ 8,521	$ 20,309	$ 8,219
VPC IMPACT ACQUISITION HOLDINGS [Member]
Class of Stock [Line Items]
Preferred stock, shares authorized								1,000,000	1,000,000
Preferred stock, par value (in dollars per share) \| $ / shares								$ 0.0001	$ 0.0001
Preferred stock, shares issued								0	0
Preferred stock, shares outstanding								0	0
Exercise price (in dollars per share) \| $ / shares								$ 11.50
Expected term (years)								5 years
Customer Consideration Asset
Class of Stock [Line Items]
Impairment of long-lived assets \| $			$ 3,600
Fair value of impaired asset \| $			$ 0
Class B Warrant
Class of Stock [Line Items]
Exercise price (in dollars per share) \| $ / shares																						$ 1.00
Expected term (years)																						3 years
Fair value of warrant \| $																						$ 5,400
Class B Warrant \| Dividend yield \| Black-Scholes Model
Class of Stock [Line Items]
Warrant measurement input \| d																						0
Class C Warrant
Class of Stock [Line Items]
Exercise price (in dollars per share) \| $ / shares	$ 1.11																		$ 1.11
Expected term (years)				3 days 1 hour											4 years 4 months 6 days
Fair value of warrant \| $										$ 1,000						$ 1,600
Number of warrant units amended to change the service conditions				781,515
Number of warrant units with service conditions left unchanged				2,822,085
Warrant units vested but not exercised (in shares)							172,055
Warrant units not vested or exercised (in shares)							621,297
Selling, general and administrative \| $							$ 0	$ 1,000
Class C Warrant \| Dividend yield \| Black-Scholes Model
Class of Stock [Line Items]
Warrant measurement input											0	0						0		0
Opco Plan
Class of Stock [Line Items]
Accelerated costs \| $							$ 47,200	30,600	$ 9,600
ICE
Class of Stock [Line Items]
Issuance of voting units (in shares)						400,000,000
ICE \| Developed Technology
Class of Stock [Line Items]
Developed technology assets contributed by ICE \| $						$ 1,700
Minority Investor \| Affiliated Entity \| Class C Warrant
Class of Stock [Line Items]
Fair value of warrant \| $																					$ 1,600
IFUS and ICUS \| Affiliated Entity \| Triparty Agreement
Class of Stock [Line Items]
Reduction in revenue related to capital contribution \| $								$ 200	$ 700
Common Class A
Class of Stock [Line Items]
Common stock, shares authorized							750,000,000
Common stock, par value (in dollars per share) \| $ / shares	0.0001						$ 0.0001
Common stock, shares issued (in shares)							57,164,388
Common stock, shares outstanding							57,164,388
Conversion of stock (in shares)							7,194,928
Common Class A \| VPC IMPACT ACQUISITION HOLDINGS [Member]
Class of Stock [Line Items]
Common stock, shares authorized								200,000,000	200,000,000
Common stock, par value (in dollars per share) \| $ / shares								$ 0.0001	$ 0.0001
Common Class A \| Founder Shares [Member] \| VPC IMPACT ACQUISITION HOLDINGS [Member]
Class of Stock [Line Items]
Percentage of common stock shares outstanding								20.00%
Common Class A \| Non-US [Member] \| VPC IMPACT ACQUISITION HOLDINGS [Member]
Class of Stock [Line Items]
Common stock description of voting rights								ten votes per share
Class V Common Stock
Class of Stock [Line Items]
Common stock, shares authorized							250,000,000
Common stock, par value (in dollars per share) \| $ / shares	$ 0.0001						$ 0.0001
Common stock, shares issued (in shares)	207,406,648						206,271,792
Common stock, shares outstanding							206,271,792
Class V Common Stock \| VPC IMPACT ACQUISITION HOLDINGS [Member]
Class of Stock [Line Items]
Common stock, par value (in dollars per share) \| $ / shares	$ 0.0001
Class V Common Stock \| Opco
Class of Stock [Line Items]
Conversion of stock (in shares)	208,200,000
Class V Common Stock \| Opco \| VPC IMPACT ACQUISITION HOLDINGS [Member]
Class of Stock [Line Items]
Common stock, shares issued (in shares)	207,406,648
Class V Common Stock \| Opco \| Conversion Of Opco Class A, Class B, And Class C Voting Units Into Class V Common Stock
Class of Stock [Line Items]
Conversion of stock (in shares)	189,933,286
Class V Common Stock \| Opco \| Issuance Of Class V Common Stock For Opco Class C Warrants And Incentive Units
Class of Stock [Line Items]
Conversion of stock (in shares)	17,473,362
Class A Voting Units \| Opco
Class of Stock [Line Items]
Conversion of stock (in shares)	400,000,000
Class A Voting Units \| Opco \| Conversion Of Opco Class A, Class B, And Class C Voting Units Into Class V Common Stock
Class of Stock [Line Items]
Conversion of stock (in shares)	(400,000,000)
Class B Voting Units
Class of Stock [Line Items]
Exercise of warrants (in shares)		9,953,454
Class B Voting Units \| Class B Warrant
Class of Stock [Line Items]
Warrants issued, number of units called by warrants (in shares)																						15,000,000
Class B Voting Units \| Opco \| Conversion Of Opco Class A, Class B, And Class C Voting Units Into Class V Common Stock
Class of Stock [Line Items]
Conversion of stock (in shares)	(192,453,454)
Class B Voting Units \| ICE
Class of Stock [Line Items]
Issuance of voting units \| $						111,500
Class B Voting Units \| ICE and Certain Minority Investors
Class of Stock [Line Items]
Issuance of voting units \| $						182,500
Class B Voting Units \| Minority Investor
Class of Stock [Line Items]
Issuance of voting units \| $						$ 71,000
Class C Voting Units
Class of Stock [Line Items]
Issuance of voting units (in shares)					270,000,000
Shares issued, price per share (in dollars per share) \| $ / shares					$ 1.11
Class C Voting Units \| Conversion Of Opco Class A, Class B, And Class C Voting Units Into Class V Common Stock
Class of Stock [Line Items]
Conversion of stock (in shares)	270,270,270
Class C Voting Units \| Class C Warrant
Class of Stock [Line Items]
Warrants issued, number of units called by warrants (in shares)																	3,603,600
Class C Voting Units \| Opco \| Conversion Of Opco Class A, Class B, And Class C Voting Units Into Class V Common Stock
Class of Stock [Line Items]
Conversion of stock (in shares)	(270,270,270)
Class B Warrant \| Dividend yield \| Black-Scholes Model
Class of Stock [Line Items]
Warrant measurement input																						0
Paired Interest Rights \| Class C Warrant
Class of Stock [Line Items]
Warrants issued, number of units called by warrants (in shares)	793,352
Common Class B [Member]
Class of Stock [Line Items]
Common stock, par value (in dollars per share) \| $ / shares	$ 0.0001
Common stock, shares outstanding								5,184,300	5,184,300
Common Class B [Member] \| VPC IMPACT ACQUISITION HOLDINGS [Member]
Class of Stock [Line Items]
Common stock, shares authorized								20,000,000	20,000,000
Common stock, par value (in dollars per share) \| $ / shares	$ 0.0001							$ 0.0001	$ 0.0001
Common stock, shares issued (in shares)								5,184,300	5,184,300
Common stock, shares outstanding								5,184,300	5,184,300
Common stock description of voting rights								one vote
Common Class B [Member] \| Founder Shares [Member] \| VPC IMPACT ACQUISITION HOLDINGS [Member]
Class of Stock [Line Items]
Common stock, shares outstanding													5,184,300	5,690,000
Percentage of common stock shares outstanding														20.00%
Common Class B [Member] \| Non-US [Member] \| VPC IMPACT ACQUISITION HOLDINGS [Member]
Class of Stock [Line Items]
Common stock description of voting rights								one vote per share
Common Class B [Member] \| Opco
Class of Stock [Line Items]
Conversion of stock (in shares)	192,453,454
Class A Common Stock Subject to Possible Redemption [Member] \| VPC IMPACT ACQUISITION HOLDINGS [Member]
Class of Stock [Line Items]
Temporary equity shares issued								20,737,202	20,737,202
Temporary equity shares outstanding								20,737,202	20,737,202

Stockholders' Equity - Key Valuation Inputs (Details)	Aug. 31, 2021	Aug. 31, 2021	Aug. 31, 2021 d	May 31, 2020	May 31, 2020	May 31, 2020 d	Feb. 19, 2020 d
Class B Warrant
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Expected term (years)							3 years
Class B Warrant \| Dividend yield \| Black-Scholes Model
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrant measurement input							0
Class B Warrant \| Risk-free interest rate \| Black-Scholes Model
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrant measurement input							1.39
Class B Warrant \| Expected volatility \| Black-Scholes Model
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrant measurement input							40.00
Class C Warrant
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Expected term (years)	3 days 1 hour			4 years 4 months 6 days
Class C Warrant \| Dividend yield \| Black-Scholes Model
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrant measurement input		0	0		0	0
Class C Warrant \| Risk-free interest rate \| Black-Scholes Model
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrant measurement input			0.41			0.33
Class C Warrant \| Expected volatility \| Black-Scholes Model
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrant measurement input			45.00			50.00

Share-Based and Unit-Based Compensation (Details) - USD ($)
$ in Thousands

1 Months Ended

2 Months Ended

3 Months Ended

9 Months Ended

12 Months Ended

Oct. 15, 2021

Nov. 30, 2021

Feb. 28, 2022

Dec. 31, 2021

Oct. 14, 2021

Dec. 31, 2021

Dec. 31, 2020

Dec. 31, 2019

Dec. 31, 2018

Share-based Compensation Arrangement by Share-based Payment Award [Line Items]

Deferred Compensation, Share-based Payments

$ 2,516

$ 7,339

$ 712

Share-based Compensation Arrangement by Share-based Payment Award [Line Items]

Number of participation units outstanding (in shares)

1,197,250

700,000

10,811,502

700,000

11,800,000

Participation units outstanding (in shares)

$ 5,200

0.0

10,700,000

Deferred compensation term

2 years

Fair value of participation units outstanding

$ 4,100

$ 6,700

$ 4,100

$ 900

Share-based Compensation Arrangement by Share-based Payment Award [Line Items]

Number of shares authorized (in shares)

156,000,000

Redemption of temporary equity, percentage

40.00%

Cash paid for redeemed Opco Incentive Units

^[1]

$ 1,488

RSUs

Share-based Compensation Arrangement by Share-based Payment Award [Line Items]

2,141,778

Unrecognized compensation expense

$ 1,000

$ 18,600

Period to recognize unrecognized compensation expense

1 year 6 months 3 days

Share-based Compensation Arrangement by Share-based Payment Award [Line Items]

2,142,000

RSUs | Subsequent Event

Share-based Compensation Arrangement by Share-based Payment Award [Line Items]

6,869,070

Performance Stock Units

Performance Stock Units | Subsequent Event

23,219,745

Share-based Compensation Arrangement by Share-based Payment Award [Line Items]

Preferred Incentive Units

4,765,378

Share-based Compensation Arrangement by Share-based Payment Award [Line Items]

3,350

$ 14,091

$ 9,210

Preferred Incentive Units | Opco

76,475

82,125

Share-based Compensation Arrangement by Share-based Payment Award [Line Items]

Share-based Compensation Arrangement by Share-based Payment Award [Line Items]

76,475,000

Common Incentive Units

31,333

$ 42,376

$ 12,447

$ 1,727

2021 Omnibus Incentive Plan

17,473,362

16,339

26,833

3,750

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 Compensation Arrangement by Share-based Payment Award [Line Items]

Period to recognize unrecognized compensation expense

1 year 9 months 14 days

6 years 9 months

Accelerated costs

$ 47,200

$ 30,600

$ 9,600

Deferred compensation costs not yet recognized

1,900

$ 1,900

10,400

Opco Plan | Preferred Incentive Units

Share-based Compensation Arrangement by Share-based Payment Award [Line Items]

Unrecognized compensation expense

9,800

Opco Plan | Common Incentive Units

Share-based Compensation Arrangement by Share-based Payment Award [Line Items]

Unrecognized compensation expense

$ 5,700

$ 13,700

17,473

[1]	Represents the cash paid to certain Opco Equity Holders in exchange for the redemption of 40% of the first one-third of their Opco common incentive units and preferred incentive units which vested at the effective time of the Business Combination (Note 11).

Share-Based and Unit-Based Compensation - RSU Activity (Details) - RSUs $ / shares in Units, $ in Thousands	3 Months Ended
	Dec. 31, 2021 USD ($) $ / shares shares
Number of RSUs
Beginning balance (in shares)	0
Granted (in shares)	2,141,778
Forfeited (in shares)	0
Ending balance (in shares)	2,142,000
Weighted Average Remaining Contractual Term (years)	1 year 6 months 3 days
Weighted Average Grant Date Fair Value
Granted (in usd per share) \| $ / shares	$ 9.18
Ending balance (in usd per share) \| $ / shares	$ 9.18
Aggregate Intrinsic Value
Granted \| $	$ 19,669
Vested as of December 31, 2021	0

Share-Based and Unit-Based Compensation - Compensation Expense (Details) - USD ($) $ in Thousands	3 Months Ended	9 Months Ended	12 Months Ended
	Dec. 31, 2021	Oct. 14, 2021	Dec. 31, 2020
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Compensation expense	$ 2,516	$ 7,339	$ 712
Total	44,892	33,877	11,649
Common Incentive Units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Compensation expense	$ 42,376	12,447	1,727
Preferred Incentive Units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Compensation expense		$ 14,091	$ 9,210

Share-Based and Unit-Based Compensation - Unit Activity (Details) - USD ($)			3 Months Ended	9 Months Ended	12 Months Ended
	Oct. 15, 2021	Jan. 01, 2020	Dec. 31, 2021	Oct. 14, 2021	Dec. 31, 2020	Dec. 31, 2019
Common Incentive Units
Number of RSUs
Beginning balance (in shares)		3,750		26,833	3,750
Granted (in shares)			0	0	31,333
Forfeited (in shares)			(1,134)	(3,613)	(8,250)
Ending balance (in shares)	17,473,362		16,339		26,833	3,750
Weighted Average Remaining Contractual Term (years)	2 years	7 years 8 months 23 days	1 year 9 months 14 days		6 years 9 months
Weighted Average Grant Date Fair Value
Beginning balance (in usd per share)		$ 0.34		$ 0.43	$ 0.34
Granted (in usd per share)					0.42
Forfeited (in usd per share)	$ 6.30			$ 0.39	0.33
Ending balance (in usd per share)	$ 6.30				$ 0.43	$ 0.34
Aggregate Intrinsic Value
Outstanding	$ 109,998,000		$ 133,240,000		$ 25,760,000	$ 1,275,000
Granted					$ 13,065,000
Vested at period end			11,507	0
Aggregate intrinsic value of shares vested			$ 93,840,000
Common Incentive Units \| Previously Reported [Member]
Number of RSUs
Weighted Average Remaining Contractual Term (years)				6 years 14 days
Weighted Average Grant Date Fair Value
Beginning balance (in usd per share)	$ 0.53		$ 0.53
Ending balance (in usd per share)				$ 0.53
Aggregate Intrinsic Value
Aggregate intrinsic value of shares vested				$ 25,605,000
Common Incentive Units \| Opco Plan [Member]
Number of RSUs
Beginning balance (in shares)	17,473		17,473
Ending balance (in shares)				17,473
Weighted Average Grant Date Fair Value
Beginning balance (in usd per share)	$ 6.30		$ 6.30
Ending balance (in usd per share)				$ 6.30
Common Incentive Units \| Opco Plan [Member] \| Previously Reported [Member]
Number of RSUs
Beginning balance (in shares)	23,220		23,220
Ending balance (in shares)				23,220
Preferred Incentive Units
Number of RSUs
Beginning balance (in shares)	76,475	82,125	76,475	76,475	82,125
Granted (in shares)				0	3,350
Forfeited (in shares)				0	(9,000)
Ending balance (in shares)				76,475	76,475	82,125
Weighted Average Remaining Contractual Term (years)				6 years 14 days	6 years 9 months	7 years 8 months 23 days
Weighted Average Grant Date Fair Value
Beginning balance (in usd per share)	$ 0.42	$ 0.42	$ 0.42		$ 0.42
Granted (in usd per share)					0.63
Forfeited (in usd per share)					$ 0.41
Ending balance (in usd per share)				$ 0.42		$ 0.42
Aggregate Intrinsic Value
Outstanding				$ 141,058	$ 88,711,000	$ 34,493,000
Granted					$ 2,105,000
Vested at period end				0
Preferred Incentive Units \| Opco Plan [Member]
Weighted Average Grant Date Fair Value
Beginning balance (in usd per share)				$ 0.42
Ending balance (in usd per share)					$ 0.42

Share-Based and Unit-Based Compensation - Valuation Assumptions (Details)	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Dividend yield	0.00%	0.00%
Minimum risk-free interest rate	0.06%
Maximum risk-free interest rate	0.36%
Risk-free interest rate		1.85%
Minimum expected volatility	51.00%
Maximum expected volatility	53.00%
Expected volatility		45.00%
Discount for lack of marketability	8.20%
Minimum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expected term (years)	6 months	4 years 8 months 23 days
Discount for lack of marketability		21.00%
Maximum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expected term (years)	2 years	7 years 8 months 23 days
Discount for lack of marketability		24.00%

Net Loss per share - Basic and Diluted Per Share Computations (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended	9 Months Ended	12 Months Ended
	Dec. 31, 2021	Oct. 14, 2021	Dec. 31, 2020
Numerator – basic and diluted:
Net loss	$ (164,827)	$ (139,219)	$ (79,605)
Less: Net loss attributable to noncontrolling interest	(120,832)
Net loss attributable to Bakkt Holdings, Inc.	$ (43,995)
Denominator – basic and diluted:
Weighted average shares outstanding – basic (in dollars per share)	54,018,064
Weighted average shares outstanding – diluted (in dollars per share)	54,018,064
Net loss per share – basic (in dollars per share)	$ 0.81
Net loss per share – diluted (in dollars per share)	$ 0.81

The amount of net income (loss) for the period per each share of common stock or unit outstanding during the reporting period.

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The amount of net income (loss) for the period available to each share of common stock or common unit outstanding during the reporting period and to each share or unit that would have been outstanding assuming the issuance of common shares or units for all dilutive potential common shares or units outstanding during the reporting period.

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The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

The consolidated profit or loss for the period, net of income taxes, including the portion attributable to the noncontrolling interest.

Net Loss per share - Anti-dilutive Shares Excluded From Computation (Details)	3 Months Ended
	Dec. 31, 2021 shares
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total	216,347,957
RSUs
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total	2,141,778
Private and public warrants
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total	7,141,035
Opco warrants
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total	793,352
Opco unvested incentive units
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total	4,831,432
Opco common units
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total	201,440,360

Capital Requirements (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Oct. 14, 2021	Dec. 31, 2020
Financial Services, Banking And Thrift, Capital Requirements [Line Items]
Restricted cash	$ 16,500	$ 16,500	$ 16,500
Bakkt Trust
Financial Services, Banking And Thrift, Capital Requirements [Line Items]
Capital requirements, positive minimum net worth	15,000
Restricted cash	16,500		16,500
Bakkt Clearing
Financial Services, Banking And Thrift, Capital Requirements [Line Items]
Capital requirements, adjusted net capital, amount	$ 1,000
Capital requirements, adjusted net capital, percent	8.00%
Adjusted net capital, actual	$ 2,000
Bakkt Marketplace
Financial Services, Banking And Thrift, Capital Requirements [Line Items]
Tangible member's equity	$ 11,000		$ 2,500

Commitment and Contingencies (Details) - USD ($)		3 Months Ended	9 Months Ended	12 Months Ended
Commitment and Contingencies (Details) - USD ($)	Jan. 11, 2021	Dec. 31, 2021	Oct. 14, 2021	Dec. 31, 2021	Dec. 31, 2020
Commitments And Contingencies [Line Items]
Expenses related to 401(k) plan		$ 500,000	$ 1,600,000		$ 1,500,000
Month end cash balance to be maintained		$ 40,000,000.0		$ 40,000,000.0
Term of cloud computing arrangement (in years)				4 years
VPC IMPACT ACQUISITION HOLDINGS [Member]
Commitments And Contingencies [Line Items]
Deferred underwriting fee payable			$ 7,258,021		$ 7,258,021
Common stock shares subscribed but not yet issued			32,500,000
Bakkt Pubco [Member] \| VPC IMPACT ACQUISITION HOLDINGS [Member]
Commitments And Contingencies [Line Items]
Business combination, consideration received through shares	208,200,000
Bakkt Pubco [Member] \| Common Class V [Member] \| VPC IMPACT ACQUISITION HOLDINGS [Member]
Commitments And Contingencies [Line Items]
Business combination, consideration received through shares	208,200,000
PIPE Investors [Member] \| Class A [Member] \| Subscription Agreement [Member] \| VPC IMPACT ACQUISITION HOLDINGS [Member]
Commitments And Contingencies [Line Items]
Common stock shares subscribed value			$ 325,000,000
Underwriting Agreement [Member] \| VPC IMPACT ACQUISITION HOLDINGS [Member]
Commitments And Contingencies [Line Items]
Deferred underwriting fee payable per share			$ 0.35
Deferred underwriting fee payable			$ 7,258,021

Commitment and Contingencies - Future Minimum Commitments (Details) $ in Thousands	Dec. 31, 2021 USD ($)
Commitments and Contingencies Disclosure [Abstract]
Less than 1 year	$ 2,250
1-3 years	8,750
3-5 years	9,000
More than 5 years	0
Total	$ 20,000

Income Taxes - Schedule of Income before Income Tax, Domestic and Foreign (Details) - USD ($) $ in Thousands	3 Months Ended	9 Months Ended	12 Months Ended
	Dec. 31, 2021	Oct. 14, 2021	Dec. 31, 2020
Income Tax Disclosure [Abstract]
Domestic	$ (153,831)	$ (142,376)	$ (82,339)
Foreign	755	2,555	3,125
Loss before income taxes	$ (153,076)	$ (139,821)	$ (79,214)

Amount of income (loss) from continuing operations, including income (loss) from equity method investments, before deduction of income tax expense (benefit), and income (loss) attributable to noncontrolling interest.

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