0001820302-22-000058 | 10-Q | XBRL Viewer

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Goodwill and Intangible Assets, Net - Narrative (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Indefinite-lived Intangible Assets [Line Items]
Goodwill impairment			$ 1,389,921
Impairment valuation discount rate	15.50%		15.50%
Difference between impairment valuation rate used and assumed	4.00%		4.00%
Amortization of intangible assets	$ 5,500	$ 1,600	$ 16,300	$ 4,800
Licenses
Indefinite-lived Intangible Assets [Line Items]
Impairment of indefinite-lived intangible assets			131,320
Trademarks / trade names
Indefinite-lived Intangible Assets [Line Items]
Impairment of indefinite-lived intangible assets			$ 26,470

Goodwill and Intangible Assets, Net - Schedule of Future Amortization (Details) $ in Thousands	Sep. 30, 2022 USD ($)
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity [Abstract]
Remainder of 2022	$ 5,498
2023	21,811
2024	21,871
2025	18,896
2026	7,628
Thereafter	15,662
Total	$ 91,366

Consolidated Balance Sheet Components - Narrative (Details) - USD ($) $ in Millions		3 Months Ended		9 Months Ended
	Feb. 03, 2021	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021	Dec. 31, 2021	Jan. 19, 2021	Jan. 18, 2021
Property, Plant and Equipment [Line Items]
Depreciation and amortization expense		$ 0.9	$ 1.6	$ 2.0	$ 1.3
Amortization expense of capitalized internal-use software placed in service		0.4	$ 4.1	0.7	$ 3.4
Default resource contribution		15.2		15.2		$ 15.2
Bakkt Trust
Property, Plant and Equipment [Line Items]
Default resource contribution							$ 15.2	$ 35.4
Default resource contribution, amount returned	$ 20.2
Cash margins (less than)		$ 0.1		$ 0.1

Investment in Debt Securities - Cost Basis and Fair Value of Available-for-Sale Debt Securities (Details) - USD ($) $ in Thousands	Sep. 30, 2022	Dec. 31, 2021
Debt Securities, Available-for-Sale [Line Items]
Total debt securities - available-for-sale	$ 114,046	$ 0
Unrealized Net Losses	(179)	0
Fair Value	113,867	0
U.S. treasury bonds
Debt Securities, Available-for-Sale [Line Items]
Total debt securities - available-for-sale	114,046	0
Unrealized Net Losses	(179)	0
Fair Value	$ 113,867	$ 0

Goodwill and Intangible Assets, Net - Goodwill (Details) - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021
Goodwill [Roll Forward]
Goodwill, beginning balance	$ 1,527,118	$ 233,429
Foreign currency translation	(2)	0
Impairment	(1,389,921)
Goodwill, ending balance	$ 137,195	$ 233,429

- Definition

Amount after accumulated impairment loss of an asset representing future economic benefits arising from other assets acquired in a business combination that are not individually identified and separately recognized.

+ References + Details

Commitment and Contingencies - Narrative (Details) - USD ($) $ in Millions	1 Months Ended	3 Months Ended		9 Months Ended
	Dec. 31, 2021	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021	Apr. 07, 2022
Other Commitments [Line Items]
Expenses related to 401(k) plan		$ 0.8	$ 0.6	$ 2.1	$ 1.6
Month end cash balance to be maintained		40.0		40.0
Maximum borrowing capacity						$ 35.0
Liquidity maintenance requirement, minimum						$ 7.0
Term of cloud computing arrangement (in years)	4 years
Minimum
Other Commitments [Line Items]
TRA payable		0.0		0.0
Maximum
Other Commitments [Line Items]
TRA payable		$ 9.6		$ 9.6

Consolidated Balance Sheet Components - Other Current Assets (Details) - USD ($) $ in Thousands	Sep. 30, 2022	Dec. 31, 2021
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Prepaid expenses	$ 6,148	$ 4,784
Total	$ 6,148	$ 4,784

Revenue from Contracts with Customers (Tables)

9 Months Ended

Sep. 30, 2022

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		Successor		Predecessor
Service Type	Three Months Ended September 30, 2022		Three Months Ended September 30, 2021		Nine Months Ended September 30, 2022		Nine Months Ended September 30, 2021
Transaction revenue, net(a)	$	6,575	$	2,705	$	20,125	$	9,542
Subscription and service revenue	6,285		6,437		18,839		16,231
Total revenue	$	12,860	$	9,142	$	38,964	$	25,773

(a)Amounts are net of incentives, rebates and liquidity payments, reductions related to the contribution agreement entered into between Bakkt and ICE in connection with ICE’s formation of Bakkt (“Contribution Agreement"), and consideration payable pursuant to an agreement with a strategic partner. These amounts consist of less than $0.1 million and $0.4 million for the three and nine months ended September 30, 2022, respectively. These amounts consist of $0.8 million and $2.4 million for the three and nine months ended September 30, 2021, respectively. Included in these amounts are amounts earned from related parties of less than $0.1 million for the three and nine months ended September 30, 2022, and amounts earned from affiliates of $0.1 million and $0.2 million for the three and nine months ended September 30, 2021, respectively.


	Successor		Predecessor		Successor		Predecessor
Platform	Three Months Ended September 30, 2022		Three Months Ended September 30, 2021		Nine Months Ended September 30, 2022		Nine Months Ended September 30, 2021
Digital asset marketplace(b)	$	54	$	11	$	187	$	213
Loyalty redemption platform	12,742		9,952		38,852		27,335
Alternative payment platform(c)	64		(821)		(75)		(1,775)
Total revenue	$	12,860	$	9,142	$	38,964	$	25,773

(b)Amounts are net of incentives, rebates and liquidity payments and reductions related to the Contribution Agreement of less than $0.1 million for the three and nine months ended September 30, 2022, and approximately $0.2 million and $0.6 million for the three and nine months ended September 30, 2021, respectively.

(c)Amounts are net of incentives and consideration payable pursuant to an agreement with a strategic partner of less than $0.1 million and $0.4 million for the three and nine months ended September 30, 2022, respectively, and $0.6 million and $1.8 million for the three and nine months ended September 30, 2021, respectively.

Contract Liabilities

The activity in deferred revenue for the nine months ended September 30, 2022 and 2021, respectively, was as follows (in thousands):


	Successor		Predecessor
	Nine Months Ended September 30, 2022		Nine Months Ended September 30, 2021
Beginning of the period contract liability	$	9,448	$	8,385
Revenue recognized from contract liabilities included in the beginning balance	(3,629)		(3,279)
Increases due to cash received, net of amounts recognized in revenue during the period	1,596		2,613
End of the period contract liability	$	7,415	$	7,719

Revenue from Contracts with Customers - Narrative (Details) $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2022 USD ($)	Sep. 30, 2021 USD ($)	Sep. 30, 2022 USD ($) segment	Sep. 30, 2021 USD ($)
Disaggregation of Revenue [Line Items]
Number of reportable segments \| segment			1
Transaction price allocated to remaining performance obligation	$ 21.9	$ 24.5	$ 21.9	$ 24.5
Contract costs	0.0	0.3	0.0	0.7
Subscription Fees
Disaggregation of Revenue [Line Items]
Transaction price allocated to remaining performance obligation	14.5	16.1	$ 14.5	$ 16.1
Revenue recognition period			41 months	17 months
Subscription Fees \| Minimum
Disaggregation of Revenue [Line Items]
Revenue recognition period			3 months	3 months
Subscription Fees \| Maximum
Disaggregation of Revenue [Line Items]
Revenue recognition period			48 months	57 months
Service Fees
Disaggregation of Revenue [Line Items]
Transaction price allocated to remaining performance obligation	$ 7.4	$ 8.4	$ 7.4	$ 8.4
Revenue recognition period			2 years	3 years

Consolidated Balance Sheets (Parentheticals) - $ / shares	Sep. 30, 2022	Dec. 31, 2021
Class A Common Stock
Common stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Common stock, authorized (in shares)	750,000,000	750,000,000
Common stock, shares issued (in shares)	77,682,402	57,164,388
Common stock, outstanding (in shares)	77,682,402	57,164,388
Class V Common Stock
Common stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Common stock, authorized (in shares)	250,000,000	250,000,000
Common stock, shares issued (in shares)	186,352,843	206,271,792
Common stock, outstanding (in shares)	186,352,843	206,271,792

Commitment and Contingencies

9 Months Ended

Sep. 30, 2022

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

401(k) Plan

We sponsor a 401(k) defined contribution plan covering all eligible U.S. employees. Both Company and employee contributions to the 401(k) plan are discretionary. For the three and nine months ended September 30, 2022, we recorded approximately $0.8 million and $2.1 million, respectively, of expenses related to the 401(k) plan within "compensation and

benefits" on the consolidated statement of operations. For the three and nine months ended September 30, 2021, we recorded approximately $0.6 million and $1.6 million, respectively, of expenses related to the 401(k) plan.

Tax Receivable Agreement

The Company is party to a TRA with certain Opco Equity Holders. As of September 30, 2022, the Company has not recorded a liability under the TRA related to the income tax benefits originating from the exchanges of Opco common units as it is not probable that the Company will realize such tax benefits. To the extent the Company is able to realize the income tax benefits associated with the exchanges of Paired Interest subject to the TRA, the TRA payable would range from zero to $9.6 million at September 30, 2022.

The amounts payable under the TRA will vary depending upon a number of factors, including the amount, character, and timing of the taxable income of the Company in the future. Should the Company determine that the payment of the TRA liability becomes probable at a future date based on new information, any changes will be recorded on the Company's condensed consolidated statement of operations and comprehensive loss at that time.

Litigation

As described above, in October 2021, we completed our Business Combination with VPC Impact Acquisition Holdings (“VIH”), pursuant to which VIH changed its name to Bakkt Holdings, Inc. and the current directors and officers of the Company replaced the directors and officers in place prior to the Business Combination. On April 21, 2022, a putative class action complaint was filed against Bakkt Holdings, Inc. and certain of its directors and officers prior to the Business Combination in the U.S. District Court for the Eastern District of New York on behalf of certain purchasers of securities of VIH and/or purchasers of Bakkt Class A common stock issued in connection with the Business Combination. On August 3, 2022, the Court appointed lead plaintiffs and lead counsel and on October 18, 2022, lead plaintiffs filed an amended complaint (the "Amended Complaint"). The complaint alleges that VIH made false or misleading statements and omissions of purportedly material fact, in violation of federal securities laws, in connection with disclosures relating to certain of VIH’s financial statements, accounting, and internal controls. The complaint alleges that the false or misleading statements and omissions were contained in the registration statement and Prospectus/Proxy filed in connection with the Business Combination and in other SEC filings made by VIH. The complaint alleges that VIH traded at artificially inflated prices as a result of the allegedly misleading statements and omissions. Plaintiff seeks certification of a class of purchasers of (1) VIH/Bakkt’s publicly traded securities between March 31, 2021 and November 19, 2021, both dates inclusive and/or (2) Bakkt’s publicly traded securities pursuant and/or traceable to the Registration Statement. The complaint seeks damages, as well as fees and costs. Bakkt intends to vigorously defend against the allegations. The Amended Complaint names as defendants only one current director, and no current officers, of Bakkt.

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

Commercial Purchasing Card Facility

We, through our loyalty business, had a purchasing card facility with a bank that we utilized for redemption purchases made from merchant partners as part of our loyalty redemption platform. Expenditures made using the purchasing card facility were payable monthly, were not subject to formula-based restrictions and did not bear interest if amounts outstanding were paid when due and in full. Among other covenants, the purchasing card facility required us to maintain a month-end cash balance of $40.0 million. In January 2021, the purchasing card facility was extended to April 15, 2022 in order to facilitate a long-term agreement on more favorable terms to us. Bakkt Holdings, Inc. served as the guarantor on behalf of our subsidiary under the commercial purchasing card facility. In April 2022, we further extended the maturity date of the purchasing card facility to August 12, 2022, to transition over to the purchasing card facility with Bank

of America described below. The maturity date of the purchasing card facility was further extended as of August 12, 2022 to January 13, 2023. During September 2022, we paid off the majority of the remaining balance of the purchasing card facility. The purchasing card facility was closed during October 2022.

On April 7, 2022, we entered into a corporate card services agreement with Bank of America to provide a new purchasing card facility. Total borrowing capacity under the facility is $35 million and there is no defined maturity date. Expenditures made using the purchasing card facility are payable monthly, are not subject to formula-based restrictions and do not bear interest if amounts outstanding are paid when due and in full. The purchasing card facility requires us to maintain a concentration account with the lender subject to a minimum liquidity maintenance requirement of $7.0 million as collateral along with the accounts receivable of our subsidiary, within the loyalty business. Bakkt Holdings, Inc. serves as the guarantor on behalf of our subsidiary under the commercial purchasing card facility. We began using the purchasing card facility in August 2022.

Purchase Obligations

In December 2021, we entered into a four-year cloud computing arrangement which includes minimum contractual payments due to the third-party provider. As of September 30, 2022, 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

Organization and Description of Business (Details) - USD ($) $ / shares in Units, $ in Millions	Oct. 01, 2020	Oct. 01, 2020	Sep. 25, 2020
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 \| 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 \| Warrants
Subsidiary, Sale of Stock [Line Items]
Sale of stock, number of units/warrants issued (in shares)	147,440		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
Over-Allotment Option \| Member Units
Subsidiary, Sale of Stock [Line Items]
Sale of stock, number of units/warrants issued (in shares)	737,202
Sale of stock, price per share (in dollars per share)	$ 10.00	$ 10.00

Share-Based and Unit-Based Compensation (Tables)

9 Months Ended

Sep. 30, 2022

Share-Based Payment Arrangement [Abstract]

Schedule of Nonvested Restricted Stock Units Activity

The following tables summarize RSU and PSU activity under the 2021 Incentive Plan for the nine months ended September 30, 2022 (in thousands, except per unit data):


Successor
RSUs and PSUs	Number of RSUs and PSUs	Weighted Average Remaining Contractual Term (years)	Weighted Average Grant Date Fair Value		Aggregate Intrinsic Value
Outstanding as of December 31, 2021	2,142		$	9.18
Granted	15,279		$	3.95	$	60,322
Forfeited	(1,040)
Outstanding as of September 30, 2022	16,381	2.33	$	4.22
Vested as of September 30, 2022	1,757

Schedule of Nonvested Performance-based Units Activity

The following tables summarize RSU and PSU activity under the 2021 Incentive Plan for the nine months ended September 30, 2022 (in thousands, except per unit data):


Successor
RSUs and PSUs	Number of RSUs and PSUs	Weighted Average Remaining Contractual Term (years)	Weighted Average Grant Date Fair Value		Aggregate Intrinsic Value
Outstanding as of December 31, 2021	2,142		$	9.18
Granted	15,279		$	3.95	$	60,322
Forfeited	(1,040)
Outstanding as of September 30, 2022	16,381	2.33	$	4.22
Vested as of September 30, 2022	1,757

Share-based Payment Arrangement, Cost by Plan

Unit-based compensation expense for the nine months ended September 30, 2022, was as follows (in thousands):

Successor

Type of unit

Compensation Expense

Statement of Operations and Comprehensive Loss Classification

Balance Sheet Classification

Common incentive unit

3,041

Compensation and benefits

Noncontrolling interest

Participation unit

(2,904)

Compensation and benefits

Other noncurrent liabilities

Total

137

Unit-based compensation expense for the nine months ended September 30, 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

2,097

Compensation and benefits

Mezzanine equity

Common incentive unit

Compensation and benefits

Mezzanine equity

Participation unit

995

Compensation and benefits

Other noncurrent liabilities

Total

3,116

Share-based Payment Arrangement, Activity

The following tables summarize common incentive unit activity under the Opco Plan for the nine months ended September 30, 2022 (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 December 31, 2021	16,339	1.79	$	6.30	$	133,240
Granted	—
Forfeited	(313)
Exchanged	(7,041)
Outstanding as of September 30, 2022	8,985	1.04	$	6.30	$	72,349
Vested as of September 30, 2022	11,533				$	94,049

The following tables summarize preferred incentive unit and common incentive unit activity under the Opco Plan for the nine months ended September 30, 2021 (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 December 31, 2020	76,475	6.75	$	0.42	$	88,711
Granted	—
Forfeited	—
Outstanding as of September 30, 2021	76,475	6.00	$	0.42	$	141,058
Vested as of September 30, 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 December 31, 2020	26,833	6.75	$	0.43	$	25,760
Granted	—
Forfeited	—
Outstanding as of September 30, 2021	26,833	6.00	$	0.43	$	25,760
Vested as of September 30, 2021	—

Warrants (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Class of Warrant or Right [Line Items]
Exercise price (in dollars per share)	$ 11.50		$ 11.50
Proceeds from the exercise of warrants			$ 3	$ 0
Gain from change in fair value of warrant liability	$ 428	$ 0	$ 13,139	$ 0
Class A Common Stock
Class of Warrant or Right [Line Items]
Number of shares entitled to holders of each warrant (in shares)	1		1
Public warrants
Class of Warrant or Right [Line Items]
Warrants outstanding (in shares)	7,140,808		7,140,808
Proceeds from the exercise of warrants	$ 100		$ 100

Warrants	9 Months Ended
Warrants	Sep. 30, 2022
Other Liabilities Disclosure [Abstract]
Warrants	Warrants As of September 30, 2022, there were 7,140,808 public warrants outstanding. Public warrants may only be exercised for a whole number of shares. No fractional shares will be issued upon exercise of the public warrant. Each warrant entitles its holders to purchase one share of Class A common stock at an exercise price of $11.50 per share. The public warrants became exercisable on November 15, 2021. The public warrants will expire on October 15, 2026, or earlier upon redemption or liquidation. We may redeem the outstanding warrants when various conditions are met, such as specific stock prices, as detailed in the specific warrant agreements. The warrants are recorded as a liability and reflected as “Warrant liability” in the balance sheets. During the three and nine months ended September 30, 2022, we received less than $0.1 million in proceeds from the exercise of the public warrants. We recognized a gain from the change in fair value of the warrant liability during the three and nine months ended September 30, 2022, of $0.4 million and $13.1 million, respectively.

Consolidated Statements of Changes in Stockholders' Equity (Successor), Members’ Equity and Mezzanine Equity (Predecessor) - USD ($) $ in Thousands	Total	Class C Warrant	Class A Common Stock	Incentive Units	Total Stockholders’ Equity	Common Stock Class A Common Stock	Common Stock Class V Common Stock	Additional Paid-in Capital	Accumulated Deficit	Accumulated Other Comprehensive Income	Member Units Class A Voting Units	Member Units Class B Voting Units	Member Units Class C Voting Units	Warrants Class B Warrants	Warrants Class C Warrant	Noncontrolling Interest
Beginning balance (in shares) at Dec. 31, 2020											400,000,000	182,500,000	270,270,270	0	0
Beginning balance at Dec. 31, 2020	$ 388,330								$ (112,504)	$ 191	$ 2,613	$ 182,500	$ 310,104	$ 5,426	$ 0
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Issuance of Class A voting units	110										$ 110
Currency translation adjustment, net of tax	79									79
Net loss	(28,820)								(28,820)
Ending balance (in shares) at Mar. 31, 2021											400,000,000	182,500,000	270,270,270	0	0
Ending balance at Mar. 31, 2021	359,699								(141,324)	270	$ 2,723	$ 182,500	$ 310,104	$ 5,426	$ 0
Beginning balance (in shares) at Dec. 31, 2020				0
Beginning balance at Dec. 31, 2020	21,452			$ 21,452
Increase (Decrease) in Temporary Equity [Roll Forward]
Unit-based incentive compensation	870			$ 870
Ending balance (in shares) at Mar. 31, 2021				0
Ending balance at Mar. 31, 2021	22,322			$ 22,322
Beginning balance (in shares) at Dec. 31, 2020											400,000,000	182,500,000	270,270,270	0	0
Beginning balance at Dec. 31, 2020	388,330								(112,504)	191	$ 2,613	$ 182,500	$ 310,104	$ 5,426	$ 0
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Currency translation adjustment, net of tax	(18)
Unrealized losses on available-for-sale securities	0
Net loss	(89,558)
Ending balance (in shares) at Sep. 30, 2021											400,000,000	192,453,454	270,270,270	0	0
Ending balance at Sep. 30, 2021	300,181								(202,062)	173	$ 3,071	$ 187,926	$ 310,104	$ 0	$ 969
Beginning balance (in shares) at Dec. 31, 2020				0
Beginning balance at Dec. 31, 2020	21,452			$ 21,452
Ending balance (in shares) at Sep. 30, 2021				0
Ending balance at Sep. 30, 2021	23,574			$ 23,574
Beginning balance (in shares) at Mar. 31, 2021											400,000,000	182,500,000	270,270,270	0	0
Beginning balance at Mar. 31, 2021	359,699								(141,324)	270	$ 2,723	$ 182,500	$ 310,104	$ 5,426	$ 0
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Issuance of Class A voting units	174										$ 174
Exercise of warrants (in shares)												9,953,454
Exercise of warrants												$ 5,426		$ (5,426)
Currency translation adjustment, net of tax	94									94
Net loss	(31,891)								(31,891)
Ending balance (in shares) at Jun. 30, 2021											400,000,000	192,453,454	270,270,270	0	0
Ending balance at Jun. 30, 2021	328,076								(173,215)	364	$ 2,897	$ 187,926	$ 310,104	$ 0	$ 0
Beginning balance (in shares) at Mar. 31, 2021				0
Beginning balance at Mar. 31, 2021	22,322			$ 22,322
Increase (Decrease) in Temporary Equity [Roll Forward]
Unit-based incentive compensation	870			$ 870
Ending balance (in shares) at Jun. 30, 2021				0
Ending balance at Jun. 30, 2021	23,192			$ 23,192
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Issuance of Class A voting units	174										$ 174
Vesting of Class C warrant	969	$ 969
Currency translation adjustment, net of tax	(191)									(191)
Unrealized losses on available-for-sale securities	0
Net loss	(28,847)								(28,847)
Ending balance (in shares) at Sep. 30, 2021											400,000,000	192,453,454	270,270,270	0	0
Ending balance at Sep. 30, 2021	300,181								(202,062)	173	$ 3,071	$ 187,926	$ 310,104	$ 0	$ 969
Increase (Decrease) in Temporary Equity [Roll Forward]
Unit-based incentive compensation	382			$ 382
Ending balance (in shares) at Sep. 30, 2021				0
Ending balance at Sep. 30, 2021	23,574			$ 23,574
Beginning balance (in shares) at Dec. 31, 2021						57,164,388	206,271,792
Beginning balance at Dec. 31, 2021	2,294,171				$ 468,396	$ 6	$ 21	$ 566,766	(98,342)	(55)						$ 1,825,775
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Share-based compensation	13,190				13,190			13,190
Unit-based compensation	1,118															1,118
Forfeiture and cancellation of common units (in shares)							(268,522)
Forfeiture and cancellation of common units	(60)															(60)
Exercise of warrants (in shares)						100
Exercise of warrants	1				1			1
Currency translation adjustment, net of tax	188				41					41						147
Net loss	(43,321)				(7,128)				(7,128)							(36,193)
Ending balance (in shares) at Mar. 31, 2022						57,164,488	206,003,270
Ending balance at Mar. 31, 2022	2,265,287				474,500	$ 6	$ 21	579,957	(105,470)	(14)						1,790,787
Beginning balance (in shares) at Dec. 31, 2021						57,164,388	206,271,792
Beginning balance at Dec. 31, 2021	2,294,171				468,396	$ 6	$ 21	566,766	(98,342)	(55)						1,825,775
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Exchange of Class V shares for Class A shares (in shares)			19,605,805
Currency translation adjustment, net of tax	(971)
Unrealized losses on available-for-sale securities	(178)
Net loss	(1,663,509)
Ending balance (in shares) at Sep. 30, 2022						77,682,402	186,352,843
Ending balance at Sep. 30, 2022	658,825				185,315	$ 8	$ 19	763,187	(577,499)	(400)						473,510
Beginning balance (in shares) at Mar. 31, 2022						57,164,488	206,003,270
Beginning balance at Mar. 31, 2022	2,265,287				474,500	$ 6	$ 21	579,957	(105,470)	(14)						1,790,787
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Share-based compensation	8,016				8,016			8,016
Unit-based compensation	1,063															1,063
Forfeiture and cancellation of common units (in shares)							(9,693)
Forfeiture and cancellation of common units	(15)															(15)
Exercise of warrants (in shares)						100
Exercise of warrants	1				1			1
Shares issued upon vesting of share-based awards, net of tax withholding (in shares)						624,497
Shares issued upon vesting of share-based awards, net of tax withholding	(2,586)				(2,586)			(2,586)
Exchange of Class V shares for Class A shares (in shares)						17,554,639	(17,554,639)
Exchange of Class V shares for Class A shares	0				152,235	$ 2	$ (2)	152,235								(152,235)
Increase in deferred tax liability from step-up tax basis related to exchanges of Opco Common Units	(19,063)				(19,063)			(19,063)
Currency translation adjustment, net of tax	(382)				(105)					(105)						(277)
Unrealized losses on available-for-sale securities	(13)				(4)					(4)						(9)
Net loss	(27,641)				(3,897)				(3,897)							(23,744)
Ending balance (in shares) at Jun. 30, 2022						75,343,724	188,438,938
Ending balance at Jun. 30, 2022	2,224,667				609,097	$ 8	$ 19	718,560	(109,367)	(123)						1,615,570
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Share-based compensation	7,657				7,657			7,657
Unit-based compensation	1,045															1,045
Forfeiture and cancellation of common units (in shares)							(34,929)
Forfeiture and cancellation of common units	(110)															(110)
Exercise of warrants (in shares)						21
Shares issued upon vesting of share-based awards, net of tax withholding (in shares)						287,491
Exchange of Class V shares for Class A shares (in shares)						2,051,166	(2,051,166)
Exchange of Class V shares for Class A shares	0				17,914			17,914								(17,914)
Decrease in deferred tax liability due to tax impact of goodwill and intangible assets impairments	19,056				19,056			19,056
Currency translation adjustment, net of tax	(777)				(228)					(228)						(549)
Unrealized losses on available-for-sale securities	(165)				(49)					(49)						(116)
Net loss	(1,592,548)				(468,132)				(468,132)							(1,124,416)
Ending balance (in shares) at Sep. 30, 2022						77,682,402	186,352,843
Ending balance at Sep. 30, 2022	$ 658,825				$ 185,315	$ 8	$ 19	$ 763,187	$ (577,499)	$ (400)						$ 473,510

Related Parties	9 Months Ended
Related Parties	Sep. 30, 2022
Related Party Transactions [Abstract]
Related Parties	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 three and nine months ended September 30, 2021, expenses of $0.5 million and $1.4 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”). We recorded no expense during the three and nine months ended September 30, 2022 under this agreement. Upon consummation of the Business Combination, we entered into a Transition Services Agreement (“TSA”) with ICE, which superseded the intercompany services agreement pursuant to 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 $0.3 million and $0.9 million of expense related to the TSA for the three and nine months ended September 30, 2022, respectively, 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. Triparty Agreement The Triparty Agreement provides for ICE Futures U.S., Inc. ("IFUS") to list for trading one or more digital currency futures and/or options contracts, and for ICUS to serve as the clearing house to provide central counterparty and ancillary services for such contracts. The Triparty Agreement also governs our physically-delivered bitcoin futures and options contracts (“PDF Contracts”). Refer to Note 8 to our consolidated financial statements included in our Form 10-K for additional description of the Triparty Agreement. On July 21, 2022, we entered into an amendment to the Triparty Agreement, which specified certain marketing obligations of the Parties and revised the revenue allocation among the Parties to an equal rate as between Bakkt, on the one hand, and IFUS and ICUS, on the other hand. The Triparty Agreement does not currently have a material effect on the consolidated financial statements. We recognized revenues related to the Triparty Agreement of less than $0.1 million for each of the three and nine months ended September 30, 2022, net of rebates and incentive payments (contra-revenue) of less than $0.1 million for the three and nine months ended September 30, 2022. We recognized revenues related to the Triparty Agreement of approximately $0.1 million and $0.2 million for the three and nine months ended September 30, 2021, net of rebates and incentive payments (contra-revenue) of $0.2 million and $0.6 million for the three and nine months ended September 30, 2021. 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 5, the contribution requirement was reduced to $15.2 million in 2021. The contribution is included in the “Deposits with clearinghouse” noncurrent balance. 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 three and nine months ended September 30, 2022 and 2021. 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 $0.5 million for the three and nine months ended September 30, 2021, respectively. We did not recognize a material reduction in revenue related to this capital contribution for the three and nine months ended September 30, 2022. As of September 30, 2022 and December 31, 2021, we had approximately $0.9 million and approximately $0.6 million, respectively, reflected as “Due to related party” in the balance sheets related to the TSA and Triparty Agreement. As of September 30, 2022, we had no amount recorded within “Accounts receivable, net” in the balance sheets related to the Triparty Agreement, and as of December 31, 2021, we had less than $0.1 million recorded. 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 our shares of ICE stock. During the three and nine months ended September 30, 2021, we recorded a realized loss on the sale of shares of affiliate stock of approximately $0.1 million which is included in “Other expense, net”. We did not recognize a loss on the sale of shares of affiliate stock during the three and nine months ended September 30, 2022.

Subsequent Events	9 Months Ended
Subsequent Events	Sep. 30, 2022
Subsequent Events [Abstract]
Subsequent Events	Subsequent Events We have evaluated subsequent events and transactions to determine whether events or transactions met the definition of a subsequent event for purpose of recognition or disclosure in these financial statements. On November 2, we entered into a definitive agreement with Apex Fintech Solutions, Inc. ("AFS") whereby we agreed to acquire all of the membership interests of Apex Crypto, LLC ("Apex"), a financial technology company with an integrated crypto trading platform, for consideration consisting of an initial purchase price of $55.0 million in cash, up to an additional $45.0 million in shares of our Class A common stock that may be earned if Apex achieves certain profitability growth targets for the fourth quarter of 2022, and up to an additional $100.0 million in shares of our Class A common stock depending on Apex's achievement of certain financial targets through 2025. The transaction, which is subject to regulatory approvals, is expected to close in the first half of 2023. Under the terms of the transaction, Bakkt and AFS, among other things, will enter into a commercial agreement that memorializes the continued relationship and provision of Bakkt crypto solutions to AFS clients.

Consolidated Balance Sheet Components (Tables)

9 Months Ended

Sep. 30, 2022

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Schedule of Accounts Receivable

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


	Successor
	September 30, 2022		December 31, 2021
Trade accounts receivable	$	15,748	$	11,404
Unbilled receivables	5,267		5,448
Other receivables	1,301		1,500
Total accounts receivable	22,316		18,352
Less: allowance for doubtful accounts	(210)		(210)
Total	$	22,106	$	18,142

Schedule of Other Current Assets

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


	Successor
	September 30, 2022		December 31, 2021
Prepaid expenses	$	6,148	$	4,784
Total	$	6,148	$	4,784

Schedule of Property, Equipment and Software, Net

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


	Successor
	September 30, 2022		December 31, 2021
Internal-use software	$	15,136	$	3,550
Purchased software	99		17
Office furniture and equipment	2,036		19
Other computer and network equipment	5,441		2,991
Leasehold improvements	9,431		277
Property, equipment and software, gross	32,143		6,854
Less: accumulated amortization and depreciation	(2,759)		(733)
Total	$	29,384	$	6,121

Schedule of Other Assets

Other assets consisted of the following (in thousands):


	Successor
	September 30, 2022		December 31, 2021
Operating lease right-of-use assets	20,431		11,239
Other	2,994		2,640
Total	$	23,425	$	13,879

Schedule of Accounts Payable and Accrued Liabilities

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


	Successor
	September 30, 2022		December 31, 2021
Accounts payable	$	11,022	$	10,646
Accrued expenses	16,945		20,130
Purchasing card payable	10,636		17,698
Salaries and benefits payable	12,927		13,349
Other	4,654		2,267
Total	$	56,184	$	64,090

Other Current Liabilities

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


	Successor
	September 30, 2022		December 31, 2021
Participation units liability, current	$	576	$	2,027
Current maturities of operating lease liability	2,294		615
Other	553		1,075
Total	$	3,423	$	3,717

Other Noncurrent Liabilities

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


	Successor
	September 30, 2022		December 31, 2021
Participation units liability, non-current	$	576	$	2,027
Operating lease liability, noncurrent	24,249		10,647
Total	$	24,825	$	12,674

Consolidated Balance Sheet Components - Property, Equipment and Software, Net (Details) - USD ($) $ in Thousands	Sep. 30, 2022	Dec. 31, 2021
Property, Plant and Equipment [Line Items]
Property, equipment and software, gross	$ 32,143	$ 6,854
Less: accumulated amortization and depreciation	(2,759)	(733)
Total	29,384	6,121
Internal-use software
Property, Plant and Equipment [Line Items]
Property, equipment and software, gross	15,136	3,550
Purchased software
Property, Plant and Equipment [Line Items]
Property, equipment and software, gross	99	17
Office furniture and equipment
Property, Plant and Equipment [Line Items]
Property, equipment and software, gross	2,036	19
Other computer and network equipment
Property, Plant and Equipment [Line Items]
Property, equipment and software, gross	5,441	2,991
Leasehold improvements
Property, Plant and Equipment [Line Items]
Property, equipment and software, gross	$ 9,431	$ 277

Leases (Details) - USD ($) $ in Millions	Sep. 30, 2022	Jun. 03, 2022	Jan. 31, 2022
Lessee, Lease, Description [Line Items]
Option to extend	5 years
Weighted average remaining lease term	96 months
Weighted average discount rate	5.00%
Office Building \| NEW YORK
Lessee, Lease, Description [Line Items]
Term of contract			94 months
Total lease liability			$ 7.3
Office Building \| GEORGIA
Lessee, Lease, Description [Line Items]
Term of contract		47 months
Total lease liability		$ 5.9
Minimum
Lessee, Lease, Description [Line Items]
Remaining lease terms	7 months
Maximum
Lessee, Lease, Description [Line Items]
Remaining lease terms	120 months

Income Taxes - Narrative (Details) - USD ($)	3 Months Ended		9 Months Ended
Income Taxes - Narrative (Details) - USD ($)	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Income Tax Disclosure [Abstract]
Effective tax rate	0.00%	0.00%	0.50%	(0.20%)
Unrecognized tax benefits	$ 0	$ 0	$ 0	$ 0
Unrecognized tax benefits, interest and penalties accrued	$ 0	$ 0	$ 0	$ 0

Net Loss per share - Basic and Diluted Per Share Computations (Details) - USD ($)
$ / shares in Units, $ in Thousands

3 Months Ended

9 Months Ended

Sep. 30, 2022

Jun. 30, 2022

Mar. 31, 2022

Sep. 30, 2021

Jun. 30, 2021

Mar. 31, 2021

Sep. 30, 2022

Sep. 30, 2021

Numerator – basic and diluted:

Net loss

$ (1,592,548)

$ (27,641)

$ (43,321)

$ (28,847)

$ (31,891)

$ (28,820)

$ (1,663,509)

$ (89,558)

Less: Net loss attributable to noncontrolling interest

(1,124,416)

(1,184,352)

Net loss attributable to Bakkt Holdings, Inc. – basic

(468,132)

$ (28,847)

(479,157)

$ (89,558)

Net loss and tax effect attributable to noncontrolling interests

Net loss attributable to Bakkt Holdings, Inc. – diluted

$ (468,132)

$ (479,157)

Denominator – basic and diluted:

Weighted average shares outstanding – basic (in shares)

76,591,676

68,408,530

Weighted average shares outstanding – diluted (in shares)

76,591,676

68,408,530

Net loss per share – basic (in dollars per share)

^[1]

$ (6.11)

$ (7.00)

Net loss per share – diluted (in dollars per share)

^[1]

$ (6.11)

$ (7.00)

[1]	Basic and diluted loss per share is not presented for the Predecessor period due to lack of comparability with the Successor period.

Consolidated Balance Sheet Components - Accounts Payable and Accrued Liabilities (Details) - USD ($) $ in Thousands	Sep. 30, 2022	Dec. 31, 2021
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Accounts payable	$ 11,022	$ 10,646
Accrued expenses	16,945	20,130
Purchasing card payable	10,636	17,698
Salaries and benefits payable	12,927	13,349
Other	4,654	2,267
Total	$ 56,184	$ 64,090

Consolidated Balance Sheet Components - Other Current Liabilities (Details) - USD ($) $ in Thousands	Sep. 30, 2022	Dec. 31, 2021
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Participation units liability, current	$ 576	$ 2,027
Current maturities of operating lease liability	2,294	615
Other	553	1,075
Total	$ 3,423	$ 3,717

Stockholders’ Equity - Effects of Changes in Ownership (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Equity [Abstract]
Net loss attributable to Bakkt Holdings, Inc.	$ (468,132)	$ (28,847)	$ (479,157)	$ (89,558)
Other comprehensive loss:
Unrealized loss on foreign currency translation adjustment	(228)		(292)
Unrealized losses on available-for-sale securities	(49)		(53)
Increase in additional paid-in capital as a result of the exchange of Opco common units	17,914		170,149
Total effect of changes in ownership interest on equity attributable to Bakkt Holdings, Inc.	$ (450,495)		$ (309,353)

- Definition

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

+ References

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Reference 31: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(5))
-URI https://asc.fasb.org/extlink&oid=126975872&loc=SL124442526-122756

Reference 32: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(4)(iii)(B))
-URI https://asc.fasb.org/extlink&oid=126975872&loc=SL124442552-122756

Reference 33: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1B
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-URI https://asc.fasb.org/extlink&oid=126975872&loc=SL124442552-122756

Reference 34: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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-Section 50
-Paragraph 30
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8906-108599

Reference 35: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8933-108599

+ Details

Fair Value Measurements (Tables)

9 Months Ended

Sep. 30, 2022

Fair Value Disclosures [Abstract]

Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis

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


	Successor
	As of September 30, 2022
	Total		Level 1		Level 2		Level 3
Assets:
U.S. Treasury debt securities	$	113,867	$	113,867	$	—	$	—
Safeguarding asset for cryptoassets	119,359		—		119,359		—
Total Assets	$	233,226	$	113,867	$	119,359	$	—

Liabilities:
Safeguarding obligations for cryptoassets	$	119,359	$	—	$	119,359	$	—
Warrant liability—public warrants	4,284		4,284		—		—
Total Liabilities	$	123,643	$	4,284	$	119,359	$	—


	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	$	—	$	—

Share-Based and Unit-Based Compensation - Narrative (Details) - USD ($) $ in Thousands	1 Months Ended	3 Months Ended	9 Months Ended
	Nov. 30, 2021	Sep. 30, 2022	Sep. 30, 2022	Sep. 30, 2021	Dec. 31, 2021	Oct. 15, 2021	Oct. 14, 2021	Dec. 31, 2020
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Period to recognize unrecognized compensation expense			1 year 14 days
Compensation expense			$ (2,904)	$ 995
Deferred compensation costs not yet recognized		$ 100	$ 100
Deferred Compensation, Share-based Payments
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of participation units outstanding (in shares)		500,000	500,000		700,000	1,197,250	10,811,502
Compensation expense	$ 5,200
Participation units outstanding (in shares)		0	0	100,000
Fair value of participation units outstanding		$ 1,200	$ 1,200		$ 4,100
RSUs and PSUs
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Granted (in shares)			15,279,000
Percentage of target award			100.00%
Compensation Expense			$ 28,900
Unrecognized compensation expense		$ 44,800	$ 44,800
Period to recognize unrecognized compensation expense			2 years 3 months 29 days
Accelerated costs			$ 1,700
Reversal of forfeitures			$ 300
Shares outstanding (in shares)		16,381,000	16,381,000		2,142,000
RSUs and PSUs \| Executive
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Reversal of forfeitures			$ 200
RSUs
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Granted (in shares)		869,589	10,162,061
PSUs
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Granted (in shares)		225,000	5,116,984
PSUs \| Share-based Payment Arrangement, Tranche One
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting percentage			33.33%
PSUs \| Share-based Payment Arrangement, Tranche Two
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting percentage			33.33%
PSUs \| Share-based Payment Arrangement, Tranche Three
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting percentage			33.33%
PSUs \| Minimum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Percentage of target units earned			0.00%
PSUs \| Maximum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Percentage of target units earned			150.00%
Preferred incentive unit
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Granted (in shares)				0
Compensation Expense				$ 2,097
Shares outstanding (in shares)				76,475,000			76,475,000	76,475,000
Common incentive unit
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Granted (in shares)			0	0
Compensation Expense			$ 3,041	$ 24
Unrecognized compensation expense		$ 2,000	$ 2,000
Shares outstanding (in shares)		8,985,000	8,985,000	26,833,000	16,339,000	17,473,362	23,219,745	26,833,000
2021 Omnibus Incentive Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Common stock reserved for future issuance (in shares)		25,816,946	25,816,946

Goodwill and Intangible Assets, Net - Schedule of Intangible Assets (Details) - USD ($) $ in Thousands	9 Months Ended	12 Months Ended
	Sep. 30, 2022	Dec. 31, 2021
Finite-Lived Intangible Assets [Line Items]
Accumulated Amortization	$ (20,914)	$ (4,601)
Total	91,366
Gross Carrying Amount, Total	393,070	393,070
Impairment, Total	(157,790)
Net Carrying Amount, Total	214,366	388,469
Licenses
Indefinite-lived Intangible Assets [Line Items]
Gross Carrying Amount	241,320	241,320
Impairment	(131,320)
Net Carrying Amount	110,000	241,320
Trademarks / trade names
Indefinite-lived Intangible Assets [Line Items]
Gross Carrying Amount	39,470	39,470
Impairment	(26,470)
Net Carrying Amount	$ 13,000	$ 39,470
Technology
Finite-Lived Intangible Assets [Line Items]
Weighted Average Useful Life (in years)	4 years 2 months 12 days	4 years 2 months 12 days
Gross Carrying Amount	$ 67,310	$ 67,310
Accumulated Amortization	(15,524)	(3,415)
Total	$ 51,786	$ 63,895
Customer relationships
Finite-Lived Intangible Assets [Line Items]
Weighted Average Useful Life (in years)	8 years	8 years
Gross Carrying Amount	$ 44,970	$ 44,970
Accumulated Amortization	(5,390)	(1,186)
Total	$ 39,580	$ 43,784

Revenue from Contracts with Customers - Deferred Revenue (Details) - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021
Contract with Customer, Liability [Roll Forward]
Beginning of the period contract liability	$ 9,448	$ 8,385
Revenue recognized from contract liabilities included in the beginning balance	(3,629)	(3,279)
Increases due to cash received, net of amounts recognized in revenue during the period	1,596	2,613
End of the period contract liability	$ 7,415	$ 7,719

Safeguarding Obligations For Cryptoassets (Details) - USD ($) $ in Thousands	Sep. 30, 2022	Dec. 31, 2021
Platform Operator, Crypto-Asset [Line Items]
Safeguarding obligations for cryptoassets	$ 119,359	$ 0
Safeguarding asset for cryptoassets	119,359	$ 0
Bitcoin
Platform Operator, Crypto-Asset [Line Items]
Safeguarding obligations for cryptoassets	119,290
Ether
Platform Operator, Crypto-Asset [Line Items]
Safeguarding obligations for cryptoassets	$ 69

Share-Based and Unit-Based Compensation - RSU & PSU Activity (Details) - RSUs and PSUs - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	9 Months Ended
	Sep. 30, 2022
Number of RSUs and PSUs
Beginning balance (in shares)	2,142
Granted (in shares)	15,279
Forfeited (in shares)	(1,040)
Ending balance (in shares)	16,381
Vested at period end	1,757
Weighted Average Remaining Contractual Term (years)	2 years 3 months 29 days
Weighted Average Grant Date Fair Value
Beginning balance (in usd per share)	$ 9.18
Granted (in usd per share)	3.95
Ending balance (in usd per share)	$ 4.22
Aggregate Intrinsic Value
Granted	$ 60,322

Safeguarding Obligations For Cryptoassets

9 Months Ended

Sep. 30, 2022

Platform Operator, Crypto-Asset [Abstract]

Safeguarding Obligations For Cryptoassets

We provide bitcoin and ether custody services for our consumer platform users and for standalone custody customers. We do not own cryptoassets held in a custodial capacity on behalf of our customers. We hold the cryptographic key information on behalf of our custodial customers. We also maintain the internal recordkeeping of those assets and are obligated to safeguard the assets and protect them from loss or theft.

As of September 30, 2022, we have a safeguarding obligation for cryptoassets of approximately $119.4 million. The safeguarding liability, and corresponding safeguarding asset for cryptoassets on the balance sheet, are measured at the fair value of the cryptoassets held for our customers. We are not aware of any actual or possible safeguarding loss events as of September 30, 2022. Therefore, the safeguarding obligation for cryptoassets and the related safeguarding asset for cryptoassets are recorded at the same amount.

We are responsible for holding the following cryptoassets on behalf of our customers as of September 30, 2022 (in thousands):


	Successor
	September 30, 2022
Bitcoin	$	119,290
Ether	69
Safeguarding obligations for cryptoassets	$	119,359

Safeguarding asset for cryptoassets	$	119,359

Investment in Debt Securities - Available-for-Sale Debt Securities by Contractual Maturity (Details) - USD ($) $ in Thousands	Sep. 30, 2022	Dec. 31, 2021
Cost Basis
Due in one year or less	$ 114,046
Due after one year through five years	0
Total debt securities - available-for-sale	114,046	$ 0
Fair Value
Due in one year or less	113,867
Due after one year through five years	0
Total debt securities - available-for-sale	$ 113,867	$ 0

Goodwill and Intangible Assets, Net (Tables)

9 Months Ended

Sep. 30, 2022

Goodwill and Intangible Assets Disclosure [Abstract]

Schedule of Goodwill

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


	Successor
Balance as of December 31, 2021	$	1,527,118
Foreign currency translation	(2)
Impairment	(1,389,921)
Balance as of September 30, 2022	$	137,195


	Predecessor
Balance as of December 31, 2020	$	233,429
Foreign currency translation	—
Balance as of September 30, 2021	$	233,429

Schedule of Finite-Lived Intangible Assets

Intangible assets consisted of the following (in thousands):


	Successor
	September 30, 2022
	Weighted Average Useful Life (in years)	Gross Carrying Amount		Accumulated Amortization		Impairment		Net Carrying Amount
Licenses	Indefinite	$	241,320	$	—	$	(131,320)	$	110,000
Trademarks / trade names	Indefinite	39,470		—		(26,470)		13,000
Technology	4.2	67,310		(15,524)		—		51,786
Customer relationships	8	44,970		(5,390)		—		39,580
Total		$	393,070	$	(20,914)	(157,790)		$	214,366


	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

Schedule of Indefinite-Lived Intangible Assets

Intangible assets consisted of the following (in thousands):


	Successor
	September 30, 2022
	Weighted Average Useful Life (in years)	Gross Carrying Amount		Accumulated Amortization		Impairment		Net Carrying Amount
Licenses	Indefinite	$	241,320	$	—	$	(131,320)	$	110,000
Trademarks / trade names	Indefinite	39,470		—		(26,470)		13,000
Technology	4.2	67,310		(15,524)		—		51,786
Customer relationships	8	44,970		(5,390)		—		39,580
Total		$	393,070	$	(20,914)	(157,790)		$	214,366


	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

Schedule of Future Amortization For Definite-Lived Intangible Assets

Estimated future amortization for definite-lived intangible assets as of September 30, 2022 is as follows (in thousands):


	September 30, 2022
Year ending December 31:
Remainder of 2022	$	5,498
2023	21,811
2024	21,871
2025	18,896
2026	7,628
Thereafter	15,662
Total	$	91,366

- Definition

Tabular disclosure of goodwill by reportable segment and in total which includes a rollforward schedule.

+ References

Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 350
-SubTopic 20
-Section 50
-Paragraph 1
-Subparagraph (h)
-URI https://asc.fasb.org/extlink&oid=121556970&loc=d3e13816-109267

Reference 2: http://www.xbrl.org/2009/role/commonPracticeRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 350
-SubTopic 20
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-Subparagraph (c)
-URI https://asc.fasb.org/extlink&oid=121556970&loc=d3e13816-109267

Reference 3: http://www.xbrl.org/2009/role/commonPracticeRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 350
-SubTopic 20
-Section 50
-Paragraph 1
-Subparagraph (g)
-URI https://asc.fasb.org/extlink&oid=121556970&loc=d3e13816-109267

Reference 4: http://www.xbrl.org/2009/role/commonPracticeRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 350
-SubTopic 20
-Section 50
-Paragraph 1
-URI https://asc.fasb.org/extlink&oid=121556970&loc=d3e13816-109267

Reference 5: http://www.xbrl.org/2009/role/commonPracticeRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 350
-SubTopic 20
-Section 50
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-Subparagraph (e)
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Reference 6: http://www.xbrl.org/2009/role/commonPracticeRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 350
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-Paragraph 1
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-URI https://asc.fasb.org/extlink&oid=121556970&loc=d3e13816-109267

Reference 7: http://www.xbrl.org/2009/role/commonPracticeRef
-Publisher FASB
-Name Accounting Standards Codification
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Reference 8: http://www.xbrl.org/2009/role/commonPracticeRef
-Publisher FASB
-Name Accounting Standards Codification
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-URI https://asc.fasb.org/extlink&oid=121556970&loc=d3e13816-109267

Reference 9: http://www.xbrl.org/2009/role/commonPracticeRef
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-Name Accounting Standards Codification
-Topic 350
-SubTopic 20
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-Paragraph 1
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=121556970&loc=d3e13816-109267

Reference 10: http://www.xbrl.org/2009/role/commonPracticeRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 350
-SubTopic 20
-Section 50
-Paragraph 2
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=121556970&loc=d3e13854-109267

Reference 11: http://www.xbrl.org/2003/role/exampleRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 350
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-Paragraph 24
-URI https://asc.fasb.org/extlink&oid=122137925&loc=d3e14258-109268

Reference 12: http://www.xbrl.org/2009/role/commonPracticeRef
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-Name Accounting Standards Codification
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-URI https://asc.fasb.org/extlink&oid=121556970&loc=d3e13816-109267

+ Details

Commitment and Contingencies - Future Minimum Commitments (Details) $ in Thousands	Sep. 30, 2022 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

Capital Requirements	9 Months Ended
Capital Requirements	Sep. 30, 2022
Financial Services, Banking and Thrift [Abstract]
Capital Requirements	Capital Requirements Bakkt Trust is subject to certain regulatory capital requirements imposed by the New York State Department of Financial Services ("NYDFS"). These capital requirements require Bakkt Trust to maintain positive net worth at the greater of $15.0 million or the sum of the required percentage established for transmitted assets, cold wallet, and hot wallet custody assets. As of September 30, 2022 and 2021, 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 was registered as a futures commission merchant (“FCM”) with the Commodity Futures Trading Commission (“CFTC”) and was a member of the National Futures Association (“NFA”). Bakkt Clearing was subject to CFTC Regulation 1.17, and the NFA capital requirements. Under these requirements, it was generally required to maintain “adjusted net capital” equivalent to the greater of $1.0 million or the sum of 8 percent of customer and noncustomer risk maintenance margin requirements on all positions, as defined. On May 20, 2022, we withdrew Bakkt Clearing's registration in the CFTC and membership in the NFA, which was effective on June 20, 2022. Accordingly, as of September 30, 2022 Bakkt Clearing no longer was required to maintain capital under the rules described above. Bakkt Marketplace, LLC ("Bakkt Marketplace") is required to maintain tangible net worth of a minimum amount due to several states adopting the Model Money Transmission Modernization Act. Tangible net worth as defined by regulatory bodies is the aggregate assets of a licensee excluding all intangible assets, less liabilities. In addition to the tangible net worth requirement, Bakkt Marketplace is also required to maintain tangible member's equity of a minimum amount, plus the amount of customer funds held in transit since it holds a number of money transmitter licenses and has a virtual currency license (or “BitLicense”) from the NYDFS, which subjects it to NYDFS’ oversight with respect to such business activities conducted in New York State and with New York residents. Tangible member's equity means member's equity minus intangible assets and as of September 30, 2022 and December 31, 2021, tangible net worth and tangible member's equity amounted to approximately $5.7 million and approximately $11.0 million, respectively. 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.

Goodwill and Intangible Assets, Net

9 Months Ended

Sep. 30, 2022

Goodwill and Intangible Assets Disclosure [Abstract]

Goodwill and Intangible Assets, Net

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


	Successor
Balance as of December 31, 2021	$	1,527,118
Foreign currency translation	(2)
Impairment	(1,389,921)
Balance as of September 30, 2022	$	137,195


	Predecessor
Balance as of December 31, 2020	$	233,429
Foreign currency translation	—
Balance as of September 30, 2021	$	233,429

We commenced our annual strategic planning process in the third quarter of 2022, which included updating expected cryptoasset product activations in light of the cryptoasset market volatility and elongation of decision timeframes for activations of cryptoasset strategy by our partners. We assessed the changes in circumstances that occurred during the period ended September 30, 2022 to determine if it was more likely than not that the fair values of any indefinite-lived intangible assets, long-lived assets or goodwill were below their carrying amounts. Several determinative factors, including the elongated timing for expected cryptoasset product activations and the sustained decline in our market capitalization, led us to conclude that it was more likely than not that the fair value of our equity was lower than book basis as of September 30, 2022, and our indefinite-lived intangible assets, long-lived assets and goodwill should be evaluated for impairment as of September 30, 2022. We then performed quantitative impairment tests of the indefinite-lived intangible assets, long-lived assets, and goodwill.

After assessing the totality of circumstances and giving effect to the indefinite-lived intangible asset impairment described below, we concluded that the carrying value of our reporting unit exceeded its fair value and recorded a goodwill impairment of $1,389.9 million.

Our goodwill impairment analysis involved the use of a market approach and an income approach, with equal weighting given to both approaches. The market approach valuation was derived from metrics of publicly traded companies, which are Level 2 inputs. A significant judgment in using the market approach includes the selection of comparable businesses with consideration of risk profiles, size, geography, and business operations. Significant assumptions used in the income approach include growth (revenue, earnings before interest, taxes, depreciation, and amortization (EBITDA) and earnings before interest and taxes (EBIT) margin, and terminal value) and discount rates. We used historical performance and management estimates of future performance to estimate margins and revenue growth rates. Our growth rates and margins are impacted significantly by our ability to grow loyalty redemption transactions, cryptoasset trading volumes and subscription services. The income approach utilizes our projected cash flow estimates to determine fair value, which are unobservable, Level 3 inputs. Unobservable inputs are used to measure fair value to the extent that relevant observable inputs are not available. We developed our estimates using the best information available at the time and in consultation with third party valuation specialists. We used discount rates that are commensurate with the risks and uncertainty inherent in our business. Assumptions used, such as forecasted growth rates, capital expenditures, and our cost of capital, are consistent with our internal projections and operating plans. Changes in our estimates or any of our other assumptions used in our analysis could result in a different conclusion. Further declines in our market capitalization or the failure to execute on business objectives could result in future goodwill or intangible asset impairments.

We also concluded that the fair value of our licenses and trademark/trade name indefinite-lived intangible assets fell below their carrying values and recorded impairments of $131.3 million and $26.5 million, respectively.

Our impairment analysis for the licenses intangible asset involved the use of an income approach which estimated the value of the in place licenses as compared to cash flows if the licenses had to be obtained at a delay. Significant judgments used in this analysis are consistent with the inputs used in the income approach for the goodwill impairment analysis and the assumed time to obtain the licenses.

Our impairment analysis for the trademark/trade name involved the use of a relief from royalty approach, which estimates the value of the stream of payments a market participant would pay to make use of the in place trade name. Significant judgments in this analysis include forecasted revenue growth rates and the royalty rate.

The discount rate used in the valuations described above was 15.5%, which was 400 basis points higher than the discount rate assumed in the valuation of these intangibles for the Business Combination. The higher discount rate reflects

the higher risk-free rate and beta observed as of September 30, 2022 as compared to the October 15, 2021 Business Combination valuation date.

Our quantitative analysis of long-lived assets involved a comparison of undiscounted cash flows against the carrying value of the related assets which includes finite-lived intangible assets and property, plant, and equipment. We concluded no impairment existed for the long-lived assets as of September 30, 2022. Significant judgments in this analysis are consistent with the inputs used in the income approach for the goodwill impairment analysis.

Intangible assets consisted of the following (in thousands):


	Successor
	September 30, 2022
	Weighted Average Useful Life (in years)	Gross Carrying Amount		Accumulated Amortization		Impairment		Net Carrying Amount
Licenses	Indefinite	$	241,320	$	—	$	(131,320)	$	110,000
Trademarks / trade names	Indefinite	39,470		—		(26,470)		13,000
Technology	4.2	67,310		(15,524)		—		51,786
Customer relationships	8	44,970		(5,390)		—		39,580
Total		$	393,070	$	(20,914)	(157,790)		$	214,366


	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

Amortization of intangible assets for the three and nine months ended September 30, 2022 was $5.5 million and $16.3 million, respectively, and is included in “depreciation and amortization” in the statements of operations. Amortization of intangible assets for the three and nine months ended September 30, 2021 was $1.6 million and $4.8 million, respectively, and is included in “depreciation and amortization” in the statements of operations.

Estimated future amortization for definite-lived intangible assets as of September 30, 2022 is as follows (in thousands):


	September 30, 2022
Year ending December 31:
Remainder of 2022	$	5,498
2023	21,811
2024	21,871
2025	18,896
2026	7,628
Thereafter	15,662
Total	$	91,366

Net Loss per share (Tables)

9 Months Ended

Sep. 30, 2022

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		Successor
	Three Months Ended September 30, 2022		Nine Months Ended September 30, 2022
Net Loss per share:
Numerator – basic and diluted:
Net loss	$	(1,592,548)	$	(1,663,509)
Less: Net loss attributable to noncontrolling interest	(1,124,416)		(1,184,352)
Net loss attributable to Bakkt Holdings, Inc. – basic	(468,132)		(479,157)
Net loss and tax effect attributable to noncontrolling interests	—		—
Net loss attributable to Bakkt Holdings, Inc. – diluted	$	(468,132)	$	(479,157)

Denominator – basic and diluted:
Weighted average shares outstanding – basic	76,591,676		68,408,530

Weighted average shares outstanding – diluted	76,591,676		68,408,530

Net loss per share – basic	$	(6.11)	$	(7.00)
Net loss per share – diluted	$	(6.11)	$	(7.00)

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
			As of September 30, 2022
RSUs and PSUs			14,624,007
Public warrants			7,140,808
Opco warrants			793,352
Opco unvested incentive units			4,492,674
Opco common units			181,860,169
Total			208,911,010

Leases	9 Months Ended
Leases	Sep. 30, 2022
Leases [Abstract]
Leases	Leases The Company leases real estate for office space under operating leases and office equipment under finance leases. As of September 30, 2022, we do not have any active finance leases. 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. During the nine months ended September 30, 2022, we entered into a new real estate lease for office space in New York, New York, that commenced on January 31, 2022. The lease has a term of 94 months and the total fixed lease payments over the term of the lease are $7.3 million. On April 25, 2022, we signed a lease agreement for call center office space in Alpharetta, Georgia. On May 12, 2022, we executed our option to lease additional space for the Alpharetta call center. The call center lease commenced on June 3, 2022. The lease has a term of 47 months and total fixed lease payments over the term of the lease are approximately $5.9 million. Our real estate leases have remaining lease terms as of September 30, 2022 ranging from 7 months to 120 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 weighted average remaining lease term for our operating leases was approximately 96 months, and the weighted average discount rate for our operating leases was 5.0%. We were not party to any short-term leases during the periods presented.
Leases	Leases The Company leases real estate for office space under operating leases and office equipment under finance leases. As of September 30, 2022, we do not have any active finance leases. 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. During the nine months ended September 30, 2022, we entered into a new real estate lease for office space in New York, New York, that commenced on January 31, 2022. The lease has a term of 94 months and the total fixed lease payments over the term of the lease are $7.3 million. On April 25, 2022, we signed a lease agreement for call center office space in Alpharetta, Georgia. On May 12, 2022, we executed our option to lease additional space for the Alpharetta call center. The call center lease commenced on June 3, 2022. The lease has a term of 47 months and total fixed lease payments over the term of the lease are approximately $5.9 million. Our real estate leases have remaining lease terms as of September 30, 2022 ranging from 7 months to 120 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 weighted average remaining lease term for our operating leases was approximately 96 months, and the weighted average discount rate for our operating leases was 5.0%. We were not party to any short-term leases during the periods presented.

Investment in Debt Securities

9 Months Ended

Sep. 30, 2022

Investments, Debt and Equity Securities [Abstract]

Investment in Debt Securities

We have investments in certain debt securities, which we record at fair value and present as Available-for-sale securities in the Consolidated Balance Sheet.

Unrealized gains and temporary losses, net of related taxes, are included in accumulated other comprehensive income (loss) (AOCI). Upon realization, those amounts are reclassified from AOCI to earnings. The amortization of premiums and discounts on the investments are included in our results of operations. Realized gains and losses are calculated based on the specific identification method. We classify our investments as current or noncurrent based on the nature of the investments and their availability for use in current operations.

The cost basis and fair value of available-for-sale debt securities with unrealized gains and losses included in AOCI in the Consolidated Statement of Financial Position were as follows (in thousands):


	Successor
Available-for-sale securities	September 30, 2022						December 31, 2021
	Cost Basis		Unrealized Net Losses		Fair Value		Cost Basis		Unrealized Net Losses		Fair Value
Government debt
U.S. treasury bonds	$	114,046	$	(179)	$	113,867	$	—	$	—	$	—

Total available-for-sale securities	$	114,046	$	(179)	$	113,867	$	—	$	—	$	—


	Successor
Available-for-sale securities in an unrealized loss position	September 30, 2022				December 31, 2021
	Fair Value		Unrealized Net Losses		Fair Value		Unrealized Net Losses
Government debt
U.S. treasury bonds:
Less than 12 months 1	$	39,539	$	(416)	$	—	$	—
12 months or more 1	—		—		—		—

Total available-for-sale securities	$	39,539	$	(416)	$	—	$	—

1 Indicates the length of time that individual securities have been in a continuous unrealized loss position.

The unrealized losses on our investments in government debt securities relate to changes in interest rates since time of purchase. We do not intend to sell the investments, and it is not likely that we will be required to sell the

investments before recovery of their respective amortized cost basis. In addition, there were no credit losses on these investments as of September 30, 2022.

The cost basis and fair value of available-for-sale debt securities at September 30, 2022, by contractual maturity, are shown below (in thousands). Expected maturities may differ from contractual maturities because borrowers may have the right to prepay and creditors may have the right to call obligations.


	September 30, 2022
	Cost Basis		Fair Value
Due in one year or less	$	114,046	$	113,867
Due after one year through five years	—		—
Total debt securities - available-for-sale	$	114,046	$	113,867

Related Parties (Details) - USD ($)	3 Months Ended		9 Months Ended
Related Parties (Details) - USD ($)	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021	Dec. 31, 2021	Jan. 19, 2021	Jan. 18, 2021
Related Party Transaction [Line Items]
Related party net revenues	$ 6,000	$ (111,000)	$ 40,000	$ (154,000)
Default resource contribution	15,200,000		15,200,000		$ 15,200,000
Interest income (expense), net	623,000	(96,000)	838,000	(239,000)
Due to related party	901,000		901,000		617,000
Accounts receivable, net	22,106,000		22,106,000		18,142,000
Bakkt Trust
Related Party Transaction [Line Items]
Default resource contribution						$ 15,200,000	$ 35,400,000
Intercompany Services Agreement And Triparty Agreement
Related Party Transaction [Line Items]
Due to related party	900,000		900,000		600,000
Accounts receivable, net	0		0		$ 100,000
Affiliated Entity \| ICE
Related Party Transaction [Line Items]
Realized loss on sale of investment	0	100,000	0	100,000
Affiliated Entity \| ICE \| Intercompany Services Agreement
Related Party Transaction [Line Items]
Expenses	0	500,000	0	1,400,000
Affiliated Entity \| ICE \| Transition Services Agreement
Related Party Transaction [Line Items]
Expenses	300,000		900,000
Affiliated Entity \| IFUS and ICUS \| Triparty Agreement
Related Party Transaction [Line Items]
Related party net revenues	100,000	100,000	100,000	200,000
Rebates and incentive payments (contra-revenue)	100,000	200,000	100,000	600,000
Reduction in revenue related to capital contribution	0	200,000	0	500,000
Affiliated Entity \| ICUS \| Triparty Agreement
Related Party Transaction [Line Items]
Interest income (expense), net	$ 0	$ 0	$ 0	$ 0
Affiliated Entity \| ICUS \| Triparty Agreement \| Bakkt Trust
Related Party Transaction [Line Items]
Default resource contribution						$ 15,200,000	$ 35,400,000

Tax Receivable Agreement (Details)	9 Months Ended
Tax Receivable Agreement (Details)	Sep. 30, 2022 shares
Class A Common Stock
Conversion of Stock [Line Items]
Stock issued during period, shares, conversion of convertible securities (in shares)	19,605,805

Fair Value Measurements

9 Months Ended

Sep. 30, 2022

Fair Value Disclosures [Abstract]

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 September 30, 2022
	Total		Level 1		Level 2		Level 3
Assets:
U.S. Treasury debt securities	$	113,867	$	113,867	$	—	$	—
Safeguarding asset for cryptoassets	119,359		—		119,359		—
Total Assets	$	233,226	$	113,867	$	119,359	$	—

Liabilities:
Safeguarding obligations for cryptoassets	$	119,359	$	—	$	119,359	$	—
Warrant liability—public warrants	4,284		4,284		—		—
Total Liabilities	$	123,643	$	4,284	$	119,359	$	—


	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	$	—	$	—

We classify our investments in debt securities as available-for-sale investments. Debt securities consist of U.S. Treasury debt securities. These investments are held in the custody of a major financial institution. As of September 30, 2022, the Company’s investment in marketable securities – available-for-sale was determined to be a level 1 investment and is recorded in the consolidated balance sheet at fair value.

The fair value of the safeguarding obligations for cryptoassets and the corresponding safeguarding asset for cryptoassets were determined using prices available in the market we determine to be the principal market as of September 30, 2022.

Our public warrant liability is valued based on quoted prices in active markets and is classified within Level 1.

Certain of our assets and liabilities are measured at fair value on a non-recurring basis. For the three and nine months ended September 30, 2022, we remeasured our goodwill and indefinite-lived intangible assets at fair value, as described in Note 4.

The carrying amounts of certain financial instruments, including cash and cash equivalents, accounts receivables, unbilled accounts receivables, due from related party, deposits with clearinghouse, due to related party, accounts payable and accrued liabilities, and operating lease obligations approximate their fair values due to their short-term nature. The

balance of deposits with clearinghouse not invested in U.S. government securities are in the form of cash, and therefore approximate fair value.

- Definition

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

Share-Based and Unit-Based Compensation - Unit Activity (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	9 Months Ended		12 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Dec. 31, 2021	Dec. 31, 2020
Common incentive unit
Number of Incentive Units
Beginning balance (in shares)	16,339	26,833	26,833
Granted (in shares)	0	0
Forfeited (in shares)	(313)	0
Exchanged	(7,041)
Ending balance (in shares)	8,985	26,833	16,339	26,833
Vested at period end	11,533	0
Weighted Average Remaining Contractual Term (years)	1 year 14 days	6 years	1 year 9 months 14 days	6 years 9 months
Weighted Average Grant Date Fair Value
Beginning balance (in usd per share)	$ 6.30	$ 0.43	$ 0.43
Ending balance (in usd per share)	$ 6.30	$ 0.43	$ 6.30	$ 0.43
Aggregate Intrinsic Value
Outstanding	$ 72,349	$ 25,760	$ 133,240	$ 25,760
Aggregate intrinsic value of shares vested	$ 94,049
Preferred incentive unit
Number of Incentive Units
Beginning balance (in shares)		76,475	76,475
Granted (in shares)		0
Forfeited (in shares)		0
Ending balance (in shares)		76,475		76,475
Vested at period end		0
Weighted Average Remaining Contractual Term (years)		6 years		6 years 9 months
Weighted Average Grant Date Fair Value
Beginning balance (in usd per share)		$ 0.42	$ 0.42
Ending balance (in usd per share)		$ 0.42		$ 0.42
Aggregate Intrinsic Value
Outstanding		$ 141,058		$ 88,711

Net Loss per share

9 Months Ended

Sep. 30, 2022

Earnings Per Share [Abstract]

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 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		Successor
	Three Months Ended September 30, 2022		Nine Months Ended September 30, 2022
Net Loss per share:
Numerator – basic and diluted:
Net loss	$	(1,592,548)	$	(1,663,509)
Less: Net loss attributable to noncontrolling interest	(1,124,416)		(1,184,352)
Net loss attributable to Bakkt Holdings, Inc. – basic	(468,132)		(479,157)
Net loss and tax effect attributable to noncontrolling interests	—		—
Net loss attributable to Bakkt Holdings, Inc. – diluted	$	(468,132)	$	(479,157)

Denominator – basic and diluted:
Weighted average shares outstanding – basic	76,591,676		68,408,530

Weighted average shares outstanding – diluted	76,591,676		68,408,530

Net loss per share – basic	$	(6.11)	$	(7.00)
Net loss per share – diluted	$	(6.11)	$	(7.00)

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

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


			Successor
			As of September 30, 2022
RSUs and PSUs			14,624,007
Public warrants			7,140,808
Opco warrants			793,352
Opco unvested incentive units			4,492,674
Opco common units			181,860,169
Total			208,911,010

Consolidated Balance Sheet Components - Other Assets (Details) - USD ($) $ in Thousands	Sep. 30, 2022	Dec. 31, 2021
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Operating lease right-of-use assets	$ 20,431	$ 11,239
Other	2,994	2,640
Total	$ 23,425	$ 13,879

Investment in Debt Securities - Unrealized Loss Position (Details) - USD ($)	9 Months Ended
	Sep. 30, 2022	Dec. 31, 2021
Debt Securities, Available-for-Sale, Unrealized Loss Position [Line Items]
Fair value, total available-for-sale securities	$ 39,539,000	$ 0
Unrealized net losses, total available-for-sale securities	(416,000)	0
Credit loss on investments	0
U.S. treasury bonds
Debt Securities, Available-for-Sale, Unrealized Loss Position [Line Items]
Fair value, less than 12 months	39,539,000	0
Fair value, 12 months or more	0	0
Unrealized net losses, less than 12 months	(416,000)	0
Unrealized net losses, 12 months or more	$ 0	$ 0

Consolidated Balance Sheets - USD ($) $ in Thousands	Sep. 30, 2022	Dec. 31, 2021
Current assets:
Cash and cash equivalents	$ 159,850	$ 391,364
Restricted cash	16,525	16,500
Customer funds	592	551
Available-for-sale securities	113,867	0
Accounts receivable, net	22,106	18,142
Prepaid insurance	20,577	32,206
Safeguarding asset for cryptoassets	119,359	0
Other current assets	6,148	4,784
Total current assets	459,024	463,547
Property, equipment and software, net	29,384	6,121
Goodwill	137,195	1,527,118
Intangible assets, net	214,366	388,469
Deposits with clearinghouse, noncurrent	15,150	15,151
Other assets	23,425	13,879
Total assets	878,544	2,414,285
Current liabilities:
Accounts payable and accrued liabilities	56,184	64,090
Customer funds payable	592	551
Deferred revenue, current	3,835	4,629
Due to related party	901	617
Safeguarding obligations for cryptoassets	119,359	0
Other current liabilities	3,423	3,717
Total current liabilities	184,294	73,604
Deferred revenue, noncurrent	3,580	4,819
Warrant liability	4,284	17,424
Deferred tax liabilities, net	2,736	11,593
Other noncurrent liabilities	24,825	12,674
Total liabilities	219,719	120,114
Commitments and contingencies (Note 13)
Additional paid-in capital	763,187	566,766
Accumulated other comprehensive loss	(400)	(55)
Accumulated deficit	(577,499)	(98,342)
Total stockholders’ equity	185,315	468,396
Noncontrolling interest	473,510	1,825,775
Total equity	658,825	2,294,171
Total liabilities and stockholders’ equity	878,544	2,414,285
Class A Common Stock
Current liabilities:
Common stock, value	8	6
Class V Common Stock
Current liabilities:
Common stock, value	$ 19	$ 21

Tax Receivable Agreement	9 Months Ended
Tax Receivable Agreement	Sep. 30, 2022
Income Tax Disclosure [Abstract]
Tax Receivable Agreement	Tax Receivable Agreement On October 15, 2021, we entered into a Tax Receivable Agreement ("TRA") with certain Opco Equity Holders. Pursuant to the TRA, among other things, holders of Opco common units may, subject to certain conditions, from and after April 16, 2022, exchange such Paired Interests for Class A common stock on a one-for-one basis, subject to the terms of the Exchange Agreement, including our right to elect to deliver cash in lieu of Class A common stock and, in certain cases, adjustments as set forth therein. Opco will have in effect an election under Section 754 of the Internal Revenue Code for each taxable year in which an exchange of Opco common units for Class A common stock (or cash) occurs. The exchanges are expected to result in increases in the tax basis of the tangible and intangible assets of Opco. These increases in tax basis may reduce the amount of tax that we would otherwise be required to pay in the future. These increases in tax basis may also decrease gains (or increase losses) on future dispositions of certain capital assets to the extent tax basis is allocated to those capital assets. The TRA provides for the payment by us to exchanging holders of Opco common units of 85% of certain net income tax benefits, if any, that we realize (or in certain cases are deemed to realize) as a result of these increases in tax basis related to entering into the TRA, including tax benefits attributable to payments under the TRA. This payment obligation is an obligation of the Company and not of Opco. For purposes of the TRA, the cash tax savings in income tax will be computed by comparing our actual income tax liability (calculated with certain assumptions) to the amount of such taxes that we would have been required to pay had there been no increase 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 TRA. Such change will be calculated under the TRA 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 September 30, 2022, 19,605,805 Opco common units were exchanged for Class A common stock. Refer to Note 13 regarding the contingency related to the TRA.

Stockholders’ Equity - Noncontrolling Ownership Interest (Details) - shares	Sep. 30, 2022	Dec. 31, 2021
Bakkt Opco Holdings, LLC
Noncontrolling Interest [Line Items]
Ownership percentage, Total Opco common units outstanding	100.00%	100.00%
Bakkt Opco Holdings, LLC
Noncontrolling Interest [Line Items]
Opco Common Units (in shares)	264,035,245	263,436,180
Class A Common Stock \| Bakkt Opco Holdings, LLC
Noncontrolling Interest [Line Items]
Ownership percentage, Opco common units held by Bakkt Holdings, Inc. (Class A Common Stock)	29.00%	22.00%
Class A Common Stock \| Opco common units held by Bakkt Holdings, Inc. (Class A Common Stock) \| Bakkt Opco Holdings, LLC
Noncontrolling Interest [Line Items]
Opco Common Units (in shares)	77,682,402	57,164,388
Class V Common Stock \| Bakkt Opco Holdings, LLC
Noncontrolling Interest [Line Items]
Ownership percentage, Opco common units held by noncontrolling interest holders (Class V Common Stock)	71.00%	78.00%
Class V Common Stock \| Opco common units held by noncontrolling interest holders (Class V Common Stock) \| Bakkt Opco Holdings, LLC
Noncontrolling Interest [Line Items]
Opco Common Units (in shares)	186,352,843	206,271,792

Income Taxes	9 Months Ended
Income Taxes	Sep. 30, 2022
Income Tax Disclosure [Abstract]
Income Taxes	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 benefit (expense) primarily relates to the Company’s allocable share of any taxable income or loss of Opco following the Business Combination. Opco’s wholly owned corporate subsidiaries that are consolidated for U.S. GAAP purposes but separately taxed for federal, state, and foreign income tax purposes as corporations are generating federal, state, and foreign income tax expense. Our effective tax rates of 0.0% and 0.5% for the three and nine months ending September 30, 2022, respectively, differ from statutory rates primarily due to the loss allocated to noncontrolling interest that is not taxed to the Company and the non-deductible expenses related to fair value gains and losses related to the changes in our warrant liability and nondeductible compensation. Our effective tax rates of (0.0)% and (0.2)% for the three and nine months ending September 30, 2021, respectively, differ from statutory rates primarily due to the impact of losses in which no tax benefit is expected to be recognized. The income tax expense during the period related to our operations in Canada. 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. 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. We had no unrecognized tax benefits or related interest and penalties accrued for the three and nine ended September 30, 2022 and 2021

- Definition

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.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section 50
-Paragraph 21
-URI https://asc.fasb.org/extlink&oid=121826272&loc=d3e32857-109319

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section S99
-Paragraph 2
-Subparagraph (SAB Topic 11.C)
-URI https://asc.fasb.org/extlink&oid=122134291&loc=d3e330215-122817

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section 50
-Paragraph 17
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=121826272&loc=d3e32809-109319

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SAB TOPIC 6.I.5.Q1)
-URI https://asc.fasb.org/extlink&oid=122134291&loc=d3e330036-122817

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section 50
-Paragraph 14
-URI https://asc.fasb.org/extlink&oid=121826272&loc=d3e32705-109319

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
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-Section 50
-Paragraph 1
-URI https://asc.fasb.org/extlink&oid=6424409&loc=d3e44925-109338

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

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 30
-Section 50
-Paragraph 2
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=6424122&loc=d3e41874-109331

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-Publisher FASB
-Name Accounting Standards Codification
-Topic 235
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(h)(2))
-URI https://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690

+ Details

Net Loss per share - Anti-dilutive Shares Excluded From Computation (Details)	9 Months Ended
	Sep. 30, 2022 shares
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total	208,911,010
RSUs and PSUs
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total	14,624,007
Warrants \| Public warrants
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total	7,140,808
Warrants \| 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	4,492,674
Opco common units
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total	181,860,169

Share-Based and Unit-Based Compensation - Compensation Expense (Details) - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Participation unit	$ (2,904)	$ 995
Total	137	3,116
Preferred incentive unit
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Compensation Expense		2,097
Common incentive unit
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Compensation Expense	$ 3,041	$ 24

Stockholders’ Equity - Narrative (Details) - USD ($)				3 Months Ended		9 Months Ended
Stockholders’ Equity - Narrative (Details) - USD ($)	Apr. 16, 2022	Oct. 15, 2021	Apr. 06, 2021	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021	Dec. 31, 2021	May 31, 2020	Feb. 19, 2020
Class of Stock [Line Items]
Preferred stock, authorized (in shares)				1,000,000		1,000,000
Preferred stock, par value (in dollars per share)				$ 0.0001		$ 0.0001
Preferred stock, issued (in shares)				0		0
Lock-up period	6 months
Noncontrolling interest weighted average ownership percentage				70.50%		73.60%
Exercise price (in dollars per share)				$ 11.50		$ 11.50
Selling, general and administrative				$ 7,792,000	$ 4,449,000	$ 26,995,000	$ 19,514,000
Class B Warrants
Class of Stock [Line Items]
Exercise price (in dollars per share)										$ 1.00
Warrants and rights outstanding term										3 years
Class C Warrant
Class of Stock [Line Items]
Exercise price (in dollars per share)		$ 5.04							$ 1.11
Warrant units vested but not exercised (in shares)				172,055	0	172,055	0
Warrant units not vested or exercised (in shares)				621,297		621,297
Selling, general and administrative				$ 0	$ 0	$ 0	$ 0
Class A Common Stock
Class of Stock [Line Items]
Common stock, authorized (in shares)				750,000,000		750,000,000		750,000,000
Common stock, par value (in dollars per share)				$ 0.0001		$ 0.0001		$ 0.0001
Common stock, outstanding (in shares)				77,682,402		77,682,402		57,164,388
Common stock, shares issued (in shares)				77,682,402		77,682,402		57,164,388
Stock issued during period, shares, conversion of convertible securities (in shares)						19,605,805
Class A Common Stock \| Conversion of Paired Interests Into Class A Common Stock
Class of Stock [Line Items]
Stock issued during period, shares, conversion of convertible securities (in shares)	19,600,000
Class V Common Stock
Class of Stock [Line Items]
Common stock, authorized (in shares)				250,000,000		250,000,000		250,000,000
Common stock, par value (in dollars per share)				$ 0.0001		$ 0.0001		$ 0.0001
Common stock, outstanding (in shares)				186,352,843		186,352,843		206,271,792
Common stock, shares issued (in shares)				186,352,843		186,352,843		206,271,792
Class V Common Stock \| Opco \| Conversion Of Opco Class A, Class B, And Class C Voting Units Into Class V Common Stock
Class of Stock [Line Items]
Stock issued during period, shares, conversion of convertible securities (in shares)		189,933,286
Class V Common Stock \| Opco \| Conversion of Opco Incentive Units
Class of Stock [Line Items]
Stock issued during period, shares, conversion of convertible securities (in shares)		17,473,362
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]
Stock issued during period, shares, conversion of convertible securities (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 Warrants
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]
Stock issued during period, shares, conversion of convertible securities (in shares)		192,453,454
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]
Stock issued during period, shares, conversion of convertible securities (in shares)		270,270,270
Paired Interest Rights \| Class C Warrant
Class of Stock [Line Items]
Warrants issued, number of units called by warrants (in shares)		793,352

Consolidated Balance Sheet Components - Other Noncurrent Liabilities (Details) - USD ($) $ in Thousands	Sep. 30, 2022	Dec. 31, 2021
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Participation units liability, non-current	$ 576	$ 2,027
Operating lease liability, noncurrent	24,249	10,647
Total	$ 24,825	$ 12,674

Summary of Significant Accounting Policies (Policies)	9 Months Ended
Summary of Significant Accounting Policies (Policies)	Sep. 30, 2022
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Basis of Presentation	Basis of Presentation As a result of the Business Combination, we evaluated if VIH or Opco is the predecessor for accounting purposes. 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. The accompanying unaudited interim consolidated financial statements are prepared in accordance with United States generally accepted accounting principles (“U.S. GAAP”) for interim financial information and with the instructions to the Quarterly Report on Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. In the opinion of management, the unaudited interim consolidated financial statements include the accounts of the Company and our subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. In addition, certain reclassifications of amounts previously reported have been made to the accompanying consolidated financial statements in order to conform to current presentation. In the opinion of management, all adjustments (consisting of normal recurring accruals), considered necessary for a fair presentation have been included. The interim results for the nine months ended September 30, 2022 are not necessarily indicative of the results that may be expected for the year ending December 31, 2022, or for any other future annual or interim period. These consolidated financial statements should be read in conjunction with the Company’s audited financial statements and accompanying notes thereto included in the Form 10-K.
Recently Adopted Accounting Pronouncements	Recently Adopted Accounting Pronouncements Except as described below, for the nine months ended September 30, 2022, there were no significant changes to the recently adopted accounting pronouncements applicable to us from those disclosed in Note 2 of our Form 10-K. On March 31, 2022, the SEC issued Staff Accounting Bulletin ("SAB") Number 121 ("SAB 121"), which provides the SEC staff’s view that it would be appropriate for an entity that has an obligation to safeguard cryptoassets held for platform users to record a liability and corresponding asset on its balance sheet at the fair value of the cryptoassets. SAB 121 also added Section FF to SAB Topic 5 to include interpretive guidance for entities to consider when they have obligations to safeguard cryptoassets held for their platform users. We adopted the guidance in SAB 121 during the quarter ended June 30, 2022 with retrospective application as of January 1, 2022. Refer to Note 17 for additional information.

Safeguarding Obligations For Cryptoassets (Tables)

9 Months Ended

Sep. 30, 2022

Platform Operator, Crypto-Asset [Abstract]

Platform Operator, Crypto-Asset

We are responsible for holding the following cryptoassets on behalf of our customers as of September 30, 2022 (in thousands):


	Successor
	September 30, 2022
Bitcoin	$	119,290
Ether	69
Safeguarding obligations for cryptoassets	$	119,359

Safeguarding asset for cryptoassets	$	119,359

Cover - shares	9 Months Ended
Cover - shares	Sep. 30, 2022	Nov. 01, 2022
Document Information [Line Items]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Sep. 30, 2022
Document Transition Report	false
Entity File Number	001-39544
Entity Registrant Name	BAKKT HOLDINGS, INC.
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	98-1550750
Entity Address, Address Line One	10000 Avalon Boulevard
Entity Address, Address Line Two	Suite 1000
Entity Address, City or Town	Alpharetta
Entity Address, State or Province	GA
Entity Address, Postal Zip Code	30009
City Area Code	678
Local Phone Number	534-5849
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Shell Company	false
Amendment Flag	false
Document Fiscal Period Focus	Q3
Document Fiscal Year Focus	2022
Current Fiscal Year End Date	--12-31
Entity Central Index Key	0001820302
Class A Common Stock
Document Information [Line Items]
Title of 12(b) Security	Class A Common Stock, par value $0.0001 per share
Trading Symbol	BKKT
Security Exchange Name	NYSE
Entity Common Stock, Shares Outstanding (in shares)		78,592,887
Class V Common Stock
Document Information [Line Items]
Entity Common Stock, Shares Outstanding (in shares)		185,442,358
Warrants
Document Information [Line Items]
Title of 12(b) Security	Warrants to purchase Class A Common Stock
Trading Symbol	BKKT WS
Security Exchange Name	NYSE
Entity Common Stock, Shares Outstanding (in shares)		7,140,808

Consolidated Statements of Operations - USD ($)
$ in Thousands

3 Months Ended

9 Months Ended

Sep. 30, 2022

Sep. 30, 2021

Sep. 30, 2022

Sep. 30, 2021

Revenues:

Net revenues (includes related party net revenues and affiliate net revenues)

^[1]

$ 12,860

$ 9,142

$ 38,964

$ 25,773

Operating expenses:

Compensation and benefits

37,800

22,225

107,135

57,375

Professional services

2,707

3,334

9,291

5,006

Technology and communication

4,137

3,148

12,659

9,851

Selling, general and administrative

7,792

4,449

26,995

19,514

Acquisition-related expenses

454

1,766

1,148

12,075

Depreciation and amortization

6,391

3,270

18,340

9,098

^[1]

267

471

901

1,413

Goodwill and intangible assets impairments

1,547,711

Other operating expenses

502

341

1,721

1,038

Total operating expenses

1,607,761

39,004

1,725,901

115,370

Operating loss

(1,594,901)

(29,862)

(1,686,937)

(89,597)

Interest income (expense), net

623

(96)

838

(239)

Gain from change in fair value of warrant liability

428

13,139

Other income, net

696

1,123

607

473

Loss before income taxes

(1,593,154)

(28,835)

(1,672,353)

(89,363)

Income tax benefit (expense)

606

(12)

8,844

(195)

Net loss

(1,592,548)

(28,847)

(1,663,509)

(89,558)

Less: Net loss attributable to noncontrolling interest

(1,124,416)

(1,184,352)

Net loss attributable to Bakkt Holdings, Inc.

$ (468,132)

$ (28,847)

$ (479,157)

$ (89,558)

Net loss per share attributable to Class A common stockholders:

Basic (in dollars per share)

^[2]

$ (6.11)

$ (7.00)

Diluted (in dollars per share)

^[2]

$ (6.11)

$ (7.00)

[1]	As a result of the Business Combination, ICE and its affiliates are no longer our affiliates. Refer to Note 7 for our related party disclosures.
[2]	Basic and diluted loss per share is not presented for the Predecessor period due to lack of comparability with the Successor period.

Investment in Debt Securities (Tables)

9 Months Ended

Sep. 30, 2022

Investments, Debt and Equity Securities [Abstract]

Debt Securities, Available-for-Sale


	Successor
Available-for-sale securities	September 30, 2022						December 31, 2021
	Cost Basis		Unrealized Net Losses		Fair Value		Cost Basis		Unrealized Net Losses		Fair Value
Government debt
U.S. treasury bonds	$	114,046	$	(179)	$	113,867	$	—	$	—	$	—

Total available-for-sale securities	$	114,046	$	(179)	$	113,867	$	—	$	—	$	—

Debt Securities, Available-for-Sale, Unrealized Loss Position, Fair Value


	Successor
Available-for-sale securities in an unrealized loss position	September 30, 2022				December 31, 2021
	Fair Value		Unrealized Net Losses		Fair Value		Unrealized Net Losses
Government debt
U.S. treasury bonds:
Less than 12 months 1	$	39,539	$	(416)	$	—	$	—
12 months or more 1	—		—		—		—

Total available-for-sale securities	$	39,539	$	(416)	$	—	$	—

1 Indicates the length of time that individual securities have been in a continuous unrealized loss position.

Investments Classified by Contractual Maturity Date


	September 30, 2022
	Cost Basis		Fair Value
Due in one year or less	$	114,046	$	113,867
Due after one year through five years	—		—
Total debt securities - available-for-sale	$	114,046	$	113,867

Summary of Significant Accounting Policies	9 Months Ended
Summary of Significant Accounting Policies	Sep. 30, 2022
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Summary of Significant Accounting Policies	Summary of Significant Accounting Policies Our accounting policies are as set forth in the notes of our Form 10-K. Basis of Presentation As a result of the Business Combination, we evaluated if VIH or Opco is the predecessor for accounting purposes. 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. The accompanying unaudited interim consolidated financial statements are prepared in accordance with United States generally accepted accounting principles (“U.S. GAAP”) for interim financial information and with the instructions to the Quarterly Report on Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. In the opinion of management, the unaudited interim consolidated financial statements include the accounts of the Company and our subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. In addition, certain reclassifications of amounts previously reported have been made to the accompanying consolidated financial statements in order to conform to current presentation. In the opinion of management, all adjustments (consisting of normal recurring accruals), considered necessary for a fair presentation have been included. The interim results for the nine months ended September 30, 2022 are not necessarily indicative of the results that may be expected for the year ending December 31, 2022, or for any other future annual or interim period. These consolidated financial statements should be read in conjunction with the Company’s audited financial statements and accompanying notes thereto included in the Form 10-K. Recently Adopted Accounting Pronouncements Except as described below, for the nine months ended September 30, 2022, there were no significant changes to the recently adopted accounting pronouncements applicable to us from those disclosed in Note 2 of our Form 10-K. On March 31, 2022, the SEC issued Staff Accounting Bulletin ("SAB") Number 121 ("SAB 121"), which provides the SEC staff’s view that it would be appropriate for an entity that has an obligation to safeguard cryptoassets held for platform users to record a liability and corresponding asset on its balance sheet at the fair value of the cryptoassets. SAB 121 also added Section FF to SAB Topic 5 to include interpretive guidance for entities to consider when they have obligations to safeguard cryptoassets held for their platform users. We adopted the guidance in SAB 121 during the quarter ended June 30, 2022 with retrospective application as of January 1, 2022. Refer to Note 17 for additional information.

Subsequent Events (Details) - Subsequent Event - Apex $ in Millions	Nov. 02, 2022 USD ($)
Subsequent Event [Line Items]
Consideration	$ 55.0
Equity interests issued and issuable, dependent on first profitability target	45.0
Equity interests issued and issuable, dependent on second profitability target	$ 100.0

Organization and Description of Business	9 Months Ended
Organization and Description of Business	Sep. 30, 2022
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Organization and Description of Business	Organization and Description of Business Organization VPC Impact Acquisition Holdings (“VIH”) was a blank check company incorporated as a Cayman Islands exempted company on July 31, 2020. VIH was incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities. 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 (then known as Bakkt Holdings, LLC, "Opco") and its operating subsidiaries consummated a business combination (the “Business Combination”) contemplated by the Agreement and Plan of Merger entered into on January 11, 2021 (as amended, the “Merger Agreement”). In connection with 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 to our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2021 filed with the U.S. Securities and Exchange Commission (the "SEC") on March 31, 2022 (the "Form 10-K") where the Business Combination is described in detail. 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 provide, or are working to provide, products and services in four key areas: •Enabling Crypto Services. Our platform provides consumers, businesses and institutions easy access to crypto buy and sell capabilities. •Fueling Crypto Rewards. We are in the process of enabling merchants of all sizes to offer loyalty and rewards to their customers in the form of crypto – either by earning crypto rewards, or by redeeming existing reward currencies, such as points or miles, into crypto. •Paying with Digital Assets. We enable consumers to make everyday purchases using their existing rewards points or new assets like crypto. •Powering Loyalty. We offer a full spectrum of content that retailers and financial institutions can make available to their customers when redeeming loyalty currencies. Our redemption solutions span a variety of rewards categories including merchandise (such as Apple products and services), gift cards, digital experiences and charitable giving. Our travel solution offers a retail e-commerce booking platform, as well as live-agent booking and servicing.

Consolidated Balance Sheet Components - Accounts Receivable, Net (Details) - USD ($) $ in Thousands	Sep. 30, 2022	Dec. 31, 2021
Accounts, Notes, Loans and Financing Receivable [Line Items]
Total accounts receivable	$ 22,316	$ 18,352
Less: allowance for doubtful accounts	(210)	(210)
Total	22,106	18,142
Trade accounts receivable
Accounts, Notes, Loans and Financing Receivable [Line Items]
Total accounts receivable	15,748	11,404
Unbilled receivables
Accounts, Notes, Loans and Financing Receivable [Line Items]
Total accounts receivable	5,267	5,448
Other receivables
Accounts, Notes, Loans and Financing Receivable [Line Items]
Total accounts receivable	$ 1,301	$ 1,500

Share-Based and Unit-Based Compensation

9 Months Ended

Sep. 30, 2022

Share-Based Payment Arrangement [Abstract]

Share-Based and Unit-Based Compensation

2021 Incentive Plan

Our 2021 Omnibus Incentive Plan (the “2021 Incentive Plan”) became effective on the Closing Date with the approval of VIH’s shareholders and the Board of Directors. The 2021 Incentive Plan allows us to make equity and equity-based incentive awards to employees, non-employee directors and consultants. There are 25,816,946 shares of Class A common stock reserved for issuance under the 2021 Incentive Plan which can be granted as stock options, stock appreciation rights, restricted shares, restricted stock units (RSUs), performance stock units (PSUs), dividend equivalent rights and other share-based awards. No award may vest earlier than the first anniversary of the date of grant, except under limited conditions.

Share-Based Compensation Expense

During the three and nine months ended September 30, 2022, we granted 869,589 and 10,162,061 RSUs, respectively, to employees and directors of Bakkt and Bakkt Trust. During the three and nine months ended September 30, 2022, we granted 225,000 and 5,116,984 PSUs, respectively, which represents 100% of the target award. 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. We recorded $28.9 million of share-based compensation expense for the nine months ended September 30, 2022, which is included in “Compensation and benefits” in the statements of operations.

Unrecognized compensation expense as of September 30, 2022 was $44.8 million for the RSUs and PSUs. The unrecognized compensation expense will be recognized over a weighted-average period of 2.33 years.

RSU and PSU Activity

The following tables summarize RSU and PSU activity under the 2021 Incentive Plan for the nine months ended September 30, 2022 (in thousands, except per unit data):


Successor
RSUs and PSUs	Number of RSUs and PSUs	Weighted Average Remaining Contractual Term (years)	Weighted Average Grant Date Fair Value		Aggregate Intrinsic Value
Outstanding as of December 31, 2021	2,142		$	9.18
Granted	15,279		$	3.95	$	60,322
Forfeited	(1,040)
Outstanding as of September 30, 2022	16,381	2.33	$	4.22
Vested as of September 30, 2022	1,757

During the nine months ended September 30, 2022, we recorded $1.7 million of share-based compensation expense related to the accelerated vesting for certain employees. The expense was partially offset by the reversal for forfeitures of $0.3 million during the nine months ended September 30, 2022, primarily comprised of $0.2 million related to an executive resignation.

The fair value of the RSUs and PSUs is based on the closing price of our common stock on the grant date.

Performance stock units provide an opportunity for the recipient to receive a number of shares of our common stock based on our performance during fiscal year 2022, 2023 and 2024, as measured against objective performance goals as determined by the Board. The actual number of units earned may range from 0% to 150% of the target number of units depending upon achievement of the performance goals. PSUs vest in three equal annual installments, subject to a catch-up provision over the three annual performance targets. Upon vesting, each performance stock unit equals one share of common stock of the Company. We accrue compensation expense for the PSUs based on our assessment of the probable outcome of the performance conditions.

Opco Plan

Preferred incentive units and common incentive units (collectively, “incentive units”) represent an ownership interest in Opco and are entitled to receive distributions from Opco, subject to certain vesting conditions. 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. Refer to Note 11 to our consolidated financial statements included in our Form 10-K where the modifications to the Opco Plan are described in detail.

Upon consummation of the 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. 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 nine months ended September 30, 2022, was as follows (in thousands):

Successor

Type of unit

Compensation Expense

Statement of Operations and Comprehensive Loss Classification

Balance Sheet Classification

Common incentive unit

3,041

Compensation and benefits

Noncontrolling interest

Participation unit

(2,904)

Compensation and benefits

Other noncurrent liabilities

Total

137

Unit-based compensation expense for the nine months ended September 30, 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

2,097

Compensation and benefits

Mezzanine equity

Common incentive unit

Compensation and benefits

Mezzanine equity

Participation unit

995

Compensation and benefits

Other noncurrent liabilities

Total

3,116

Unrecognized compensation expense as of September 30, 2022 was approximately $2.0 million and less than $0.1 million for common incentive units and participation units, respectively. The unrecognized compensation expense will be recognized over a weighted-average period of 1.04 years.

Unit Activity

The following tables summarize common incentive unit activity under the Opco Plan for the nine months ended September 30, 2022 (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 December 31, 2021	16,339	1.79	$	6.30	$	133,240
Granted	—
Forfeited	(313)
Exchanged	(7,041)
Outstanding as of September 30, 2022	8,985	1.04	$	6.30	$	72,349
Vested as of September 30, 2022	11,533				$	94,049

The following tables summarize preferred incentive unit and common incentive unit activity under the Opco Plan for the nine months ended September 30, 2021 (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 December 31, 2020	76,475	6.75	$	0.42	$	88,711
Granted	—
Forfeited	—
Outstanding as of September 30, 2021	76,475	6.00	$	0.42	$	141,058
Vested as of September 30, 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 December 31, 2020	26,833	6.75	$	0.43	$	25,760
Granted	—
Forfeited	—
Outstanding as of September 30, 2021	26,833	6.00	$	0.43	$	25,760
Vested as of September 30, 2021	—

There were no participation units granted during the three and nine months ended September 30, 2022. There were less than 0.1 million participation units granted during the nine months ended September 30, 2021. As of September 30, 2022 and December 31, 2021, the total number of participation units outstanding were 0.5 million and 0.7 million, respectively. The fair value of the participation units as of September 30, 2022 and December 31, 2021 was 1.2 million and 4.1 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 5.

The outstanding units under the Opco Plan were issued prior to the Business Combination and the plan was frozen upon execution of the merger agreement. No future units can be granted under this plan.

Determination of Fair Value

The fair value of incentive and participation units granted is calculated through a Monte Carlo simulation based on various outcomes. Opco determined that a Monte Carlo simulation was an appropriate estimation model because of the market conditions associated with the vesting of the units. The determination of the fair value of the units is affected by Opco’s stock price and certain assumptions such as Opco’s expected stock price volatility over the term of the units, risk-free interest rates, and expected dividends, which are determined as follows:

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

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

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

•Expected dividends – Expected dividends is assumed to be zero as Opco has not paid and does not expect to pay cash dividends or non-liquidating distributions.

•Discount for lack of marketability – an estimated two-year time to exit Predecessor awards and the six-month lock-up restriction on Successor awards is reflected as a discount for lack of marketability estimated using the Finnerty model.

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

3 Months Ended

9 Months Ended

Sep. 30, 2022

Sep. 30, 2021

Sep. 30, 2022

Sep. 30, 2021

Disaggregation of Revenue [Line Items]

Total revenue

^[1]

$ 12,860

$ 9,142

$ 38,964

$ 25,773

Related party net revenues

(111)

(154)

Digital asset marketplace

Disaggregation of Revenue [Line Items]

Total revenue

187

213

Incentives, rebates, liquidity payments, and reductions netted against total revenue

100

200

100

600

Loyalty redemption platform

Disaggregation of Revenue [Line Items]

Total revenue

12,742

9,952

38,852

27,335

Alternative payment platform

Disaggregation of Revenue [Line Items]

Total revenue

(821)

(75)

(1,775)

Considerations payable netted against total revenue

100

600

400

1,800

Transaction revenue, net

Disaggregation of Revenue [Line Items]

Total revenue

6,575

2,705

20,125

9,542

Incentives, rebates, liquidity payments, reductions and considerations payable netted against total revenue

100

800

400

2,400

Related party net revenues

100

200

Subscription and service revenue

Disaggregation of Revenue [Line Items]

Total revenue

$ 6,285

$ 6,437

$ 18,839

$ 16,231

[1]	As a result of the Business Combination, ICE and its affiliates are no longer our affiliates. Refer to Note 7 for our related party disclosures.

Consolidated Balance Sheet Components

9 Months Ended

Sep. 30, 2022

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Consolidated Balance Sheet Components

Accounts Receivable, Net

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


	Successor
	September 30, 2022		December 31, 2021
Trade accounts receivable	$	15,748	$	11,404
Unbilled receivables	5,267		5,448
Other receivables	1,301		1,500
Total accounts receivable	22,316		18,352
Less: allowance for doubtful accounts	(210)		(210)
Total	$	22,106	$	18,142

Other Current Assets

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


	Successor
	September 30, 2022		December 31, 2021
Prepaid expenses	$	6,148	$	4,784
Total	$	6,148	$	4,784

Property, Equipment and Software, Net

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


	Successor
	September 30, 2022		December 31, 2021
Internal-use software	$	15,136	$	3,550
Purchased software	99		17
Office furniture and equipment	2,036		19
Other computer and network equipment	5,441		2,991
Leasehold improvements	9,431		277
Property, equipment and software, gross	32,143		6,854
Less: accumulated amortization and depreciation	(2,759)		(733)
Total	$	29,384	$	6,121

For the three and nine months ended September 30, 2022, depreciation and amortization expense related to property, equipment and software amounted to approximately $0.9 million and $2.0 million, respectively, of which $0.4 million and $0.7 million, respectively, related to amortization expense of capitalized internal-use software placed in service. For the three and nine months ended September 30, 2021, depreciation and amortization expense related to property, equipment and software amounted to approximately $1.6 million and $1.3 million, respectively, of which $4.1 million and $3.4 million, respectively, related to amortization expense of capitalized internal-use software placed in service.

Deposits with Clearinghouse

Deposits with clearinghouse, noncurrent, consisted of the default resource contribution as described in Note 7. The default resource contribution amounted to approximately $15.2 million as of each of September 30, 2022 and December 31, 2021.

On January 19, 2021, ICE Clear US, Inc. ("ICUS") self-certified a rule change with the CFTC, reducing Bakkt Trust Company LLC's ("Bakkt Trust") financial 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
	September 30, 2022		December 31, 2021
Operating lease right-of-use assets	20,431		11,239
Other	2,994		2,640
Total	$	23,425	$	13,879

Accounts Payable and Accrued Liabilities

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


	Successor
	September 30, 2022		December 31, 2021
Accounts payable	$	11,022	$	10,646
Accrued expenses	16,945		20,130
Purchasing card payable	10,636		17,698
Salaries and benefits payable	12,927		13,349
Other	4,654		2,267
Total	$	56,184	$	64,090

Other Current Liabilities

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


	Successor
	September 30, 2022		December 31, 2021
Participation units liability, current	$	576	$	2,027
Current maturities of operating lease liability	2,294		615
Other	553		1,075
Total	$	3,423	$	3,717

Other Noncurrent Liabilities

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


	Successor
	September 30, 2022		December 31, 2021
Participation units liability, non-current	$	576	$	2,027
Operating lease liability, noncurrent	24,249		10,647
Total	$	24,825	$	12,674

Consolidated Statements of Cash Flows - USD ($)
$ in Thousands

9 Months Ended

Sep. 30, 2022

Sep. 30, 2021

Cash flows from operating activities:

Net loss

$ (1,663,509)

$ (89,558)

Adjustments to reconcile net loss to net cash used in operating activities:

Depreciation and amortization

18,340

8,995

Non-cash lease expense

1,893

918

Share-based compensation expense

28,863

Unit-based compensation expense

322

3,116

Recognition of affiliate capital contribution

458

Amortization of customer consideration asset

1,743

Deferred income taxes

(8,858)

Loss on sale of shares of affiliate stock

Modification and vesting of Class C warrant

969

Gain from change in fair value of warrant liability

(13,139)

Goodwill and intangible assets impairments

1,547,711

Forfeiture and cancellation of common units

(185)

Other

228

347

Changes in operating assets and liabilities:

Accounts receivable

(3,964)

(2,872)

Prepaid insurance

11,629

Deposits with clearinghouse affiliate

20,199

Accounts payable and accrued liabilities

(10,668)

12,956

^[1]

284

456

Deferred revenue

(2,033)

(19)

Operating lease liabilities

4,261

(799)

Customer funds payable

276

Other assets and liabilities

(5,122)

(1,025)

Net cash used in operating activities

(93,905)

(43,777)

Cash flows from investing activities:

Capitalized internal-use software development costs and other capital expenditures

(22,533)

(10,874)

Purchase of available-for-sale securities

(188,759)

Proceeds from sale of shares of affiliate stock

1,759

Proceeds from the maturity of available-for-sale securities

74,714

Proceeds from sale of equipment

Net cash used in investing activities

(136,578)

(9,087)

Cash flows from financing activities:

Payment of finance lease liability

(97)

Proceeds from the exercise of warrants

Net cash provided by (used in) financing activities

(97)

Effect of exchange rate changes

(968)

(19)

Net decrease in cash, cash equivalents, restricted cash and customer funds

(231,448)

(52,980)

Cash, cash equivalents, restricted cash and customer funds at the beginning of the period

408,415

91,943

Cash, cash equivalents, restricted cash and customer funds at the end of the period

176,967

38,963

Supplemental disclosure of cash flow information:

Cash paid for income taxes

Non-cash operating lease right-of-use asset acquired

11,021

Supplemental disclosure of non-cash investing and financing activity:

Issuance of Class A voting units in exchange of capital contribution (Note 10)

458

Capitalized internal-use software development costs and other capital expenditures included in accounts payable and accrued liabilities.

2,756

2,980

Exercise of Class B warrant

5,426

Reconciliation of cash, cash equivalents, restricted cash and customer funds to consolidated balance sheet:

Cash and cash equivalents

159,850

22,106

Restricted cash

16,525

16,500

Customer funds

592

357

Total cash, cash equivalents, restricted cash and customer funds

$ 176,967

$ 38,963

[1]	As a result of the Business Combination, ICE and its affiliates are no longer our affiliates. Refer to Note 7 for our related party disclosures.

Consolidated Statements of Comprehensive Loss - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Statement of Comprehensive Income [Abstract]
Net loss	$ (1,592,548)	$ (28,847)	$ (1,663,509)	$ (89,558)
Currency translation adjustment, net of tax	(777)	(191)	(971)	(18)
Unrealized losses on available-for-sale securities	(165)	0	(178)	0
Comprehensive loss	(1,593,490)		(1,664,658)
Comprehensive loss attributable to noncontrolling interest	(1,125,081)		(1,185,157)
Comprehensive loss attributable to Bakkt Holdings, Inc.	$ (468,409)	$ (29,038)	$ (479,501)	$ (89,576)

- Definition

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

- Definition

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

- Definition

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

+ References

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Reference 33: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 50
-Paragraph 8
-URI https://asc.fasb.org/extlink&oid=124431687&loc=d3e22658-107794

+ Details

Revenue from Contracts with Customers

9 Months Ended

Sep. 30, 2022

Revenue from Contract with Customer [Abstract]

Revenue from Contracts with Customers

Disaggregation of Revenue

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


	Successor		Predecessor		Successor		Predecessor
Service Type	Three Months Ended September 30, 2022		Three Months Ended September 30, 2021		Nine Months Ended September 30, 2022		Nine Months Ended September 30, 2021
Transaction revenue, net(a)	$	6,575	$	2,705	$	20,125	$	9,542
Subscription and service revenue	6,285		6,437		18,839		16,231
Total revenue	$	12,860	$	9,142	$	38,964	$	25,773


	Successor		Predecessor		Successor		Predecessor
Platform	Three Months Ended September 30, 2022		Three Months Ended September 30, 2021		Nine Months Ended September 30, 2022		Nine Months Ended September 30, 2021
Digital asset marketplace(b)	$	54	$	11	$	187	$	213
Loyalty redemption platform	12,742		9,952		38,852		27,335
Alternative payment platform(c)	64		(821)		(75)		(1,775)
Total revenue	$	12,860	$	9,142	$	38,964	$	25,773

We have one reportable segment to which our revenues relate.

Deferred Revenue

Contract liabilities consist of deferred revenue for amounts invoiced prior to us meeting the criteria for revenue recognition. We invoice customers for service fees at the time the service is performed, and such fees are recognized as revenue over time as we satisfy its performance obligation. Contract liabilities are classified as “Deferred revenue, current” and “Deferred revenue, noncurrent” in our consolidated balance sheets. The activity in deferred revenue for the nine months ended September 30, 2022 and 2021, respectively, was as follows (in thousands):


	Successor		Predecessor
	Nine Months Ended September 30, 2022		Nine Months Ended September 30, 2021
Beginning of the period contract liability	$	9,448	$	8,385
Revenue recognized from contract liabilities included in the beginning balance	(3,629)		(3,279)
Increases due to cash received, net of amounts recognized in revenue during the period	1,596		2,613
End of the period contract liability	$	7,415	$	7,719

Remaining Performance Obligations

As of September 30, 2022, the aggregate amount of the transaction price allocated to the remaining performance obligations related to partially completed contracts is $21.9 million, comprised of $14.5 million of subscription fees and $7.4 million of service fees that are deferred. We recognize our subscription fees as revenue over a weighted-average period of 41 months (ranges from 3 months – 48 months) and our service fees as revenue over approximately 2 years.

As of September 30, 2021, the aggregate amount of the transaction price allocated to the remaining performance obligations related to partially completed contracts is $24.5 million, comprised of $16.1 million of subscription fees and $8.4 million of service fees that are deferred. We recognize our subscription fees as revenue over a weighted-average period of 17 months (ranges from 3 months – 57 months) and our service fees as revenue over approximately 3 years.

Contract Costs

For the three and nine months ended September 30, 2022, we incurred no incremental costs to obtain and/or fulfill contracts with customers. For the three and nine months ended September 30, 2021, we incurred $0.3 million and $0.7 million incremental costs to obtain and/or fulfill contracts with customers.

- Definition

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.

+ References

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

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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+ Details

Stockholders’ Equity

9 Months Ended

Sep. 30, 2022

Equity [Abstract]

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 September 30, 2022, 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 September 30, 2022, there were 77,682,402 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 Amended and Restated Exchange Agreement. Holders of Paired Interests became eligible on April 16, 2022 under the Exchange Agreement, dated October 15, 2021, to exchange their Paired Interests for Class A common stock or, at our election, cash in lieu thereof. As of September 30, 2022, there were 186,352,843 shares of Class V common stock issued and outstanding.

Since the expiration of the six-month lock-up period on April 16, 2022, holders of Paired Interests exchanged an aggregate of 19.6 million Paired Interests for our Class A common stock, and the Company did not elect to settle any such exchanges in cash.

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”).

Noncontrolling Interest

Bakkt Holdings, Inc. is the sole managing member of Opco and, as a result, consolidates the financial results of Opco. The Company reports a noncontrolling interest representing the economic interest in Opco held by the other members of Opco. 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 redeemed for a cash amount in accordance with the Third Amended and Restated Limited Liability Company Agreement of Opco and the Amended and Restated Exchange Agreement. In connection with any redemption or exchange, the Company will receive a corresponding number of Opco common units, increasing the Company's total ownership interest in Opco. Changes in our ownership interest in Opco while we retain a controlling interest in Opco will be accounted for as equity transactions. As such, future redemptions or direct exchanges of Opco common units by the noncontrolling members of Opco will result in a change in ownership and reduce the amount recorded as noncontrolling interest and increase additional paid-in capital.

The following table summarizes the ownership interest in Bakkt Opco Holdings, LLC as of September 30, 2022 and December 31, 2021.


	September 30, 2022			December 31, 2021
	Opco Common Units	Ownership %		Opco Common Units	Ownership %
Opco common units held by Bakkt Holdings, Inc. (Class A Common Stock)	77,682,402	29	%	57,164,388	22	%
Opco common units held by noncontrolling interest holders (Class V Common Stock)	186,352,843	71	%	206,271,792	78	%
Total Opco common units outstanding	264,035,245	100	%	263,436,180	100	%

The weighted average ownership percentages for the applicable reporting periods are used to attribute net loss and other comprehensive loss to Bakkt Holdings, Inc. and the noncontrolling interest holders. The noncontrolling interest holders' weighted average ownership percentage for the three and nine months ended September 30, 2022 was 70.5% and 73.6%, respectively.

The following table summarizes the effects of changes in ownership of Bakkt Opco Holdings, LLC on the Company's equity during the three and nine months ended September 30, 2022 (in thousands).


	Successor
	Three Months Ended September 30, 2022		Nine Months Ended September 30, 2022
Net loss attributable to Bakkt Holdings, Inc.	$	(468,132)	$	(479,157)
Other comprehensive loss:
Unrealized loss on foreign currency translation adjustment	(228)		(292)
Unrealized losses on available-for-sale securities	(49)		(53)

Transfers from noncontrolling interests:
Increase in additional paid-in capital as a result of the exchange of Opco common units	17,914		170,149

Total effect of changes in ownership interest on equity attributable to Bakkt Holdings, Inc.	$	(450,495)	$	(309,353)

The following table summarizes redemptions of Opco common units activity during the three and nine months ended September 30, 2022. There were no exchanges prior to the expiration of the six-month lock-up period on April 16, 2022.


	Successor
	Three Months Ended September 30, 2022	Nine Months Ended September 30, 2022
Exchanges of Opco common units:
Number of Opco common units exchanged by noncontrolling interest holders	2,051,166	19,605,805
Opco common units received by Bakkt Holdings, Inc.	2,051,166	19,605,805

Issuance of Class A common stock:
Shares of Class A common stock issued in connection with exchanges of Opco common units	2,051,166	19,605,805

Cancellation of Class V common stock:
Shares of Class V common stock surrendered and canceled	2,051,166	19,605,805

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”).

In connection with the Business Combination, the Opco equity holders converted 400,000,000 Opco Class A voting units, 192,453,454 Opco Class B voting units, and 270,270,270 Opco Class C voting units to 189,933,286 shares of

Class V common stock on a pro rata basis. Additionally, we issued 17,473,362 shares of Class V common stock related to the outstanding Opco incentive units.

Issuance of Class 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.

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.

Issuance of Class C Warrant

In May, 2020, Opco issued a warrant to a minority investor to purchase 3,603,600 of Opco’s Class C voting units (“Class C Warrant”), at an exercise price of $1.11 per unit. Refer to Note 10 to our consolidated financial statements included in our Form 10-K where the Class C Warrant is described in detail.

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 $5.04 per Paired Interest. As of September 30, 2022, 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 September 30, 2021, no warrant units had vested or been exercised. No expenses were recorded during the three and nine months ended September 30, 2022 and 2021, since the service conditions were not probable of being met in those periods.

- Definition

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.

+ References

Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-URI https://asc.fasb.org/topic&trid=2208762

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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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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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

Stockholders’ Equity - Redemptions of Opco Common Units (Details) - shares	3 Months Ended	9 Months Ended
	Sep. 30, 2022	Sep. 30, 2022
Number of Opco common units exchanged by noncontrolling interest holders \| Bakkt Opco Holdings, LLC
Class of Stock [Line Items]
Exchanges of Opco Common Units (in shares)	2,051,166	19,605,805
Opco common units received by Bakkt Holdings, Inc. \| Bakkt Opco Holdings, LLC
Class of Stock [Line Items]
Exchanges of Opco Common Units (in shares)	2,051,166	19,605,805
Common Stock \| Class A Common Stock
Class of Stock [Line Items]
Shares of Class A common stock issued in connection with exchanges of Opco Common Units (in shares)	2,051,166	19,605,805
Common Stock \| Class V Common Stock
Class of Stock [Line Items]
Shares of Class V common stock surrendered and canceled (in shares)	2,051,166	19,605,805

Capital Requirements (Details) - USD ($) $ in Thousands	Sep. 30, 2022	Dec. 31, 2021	Sep. 30, 2021
Financial Services, Banking And Thrift, Capital Requirements [Line Items]
Restricted cash	$ 16,525	$ 16,500	$ 16,500
Bakkt Trust
Financial Services, Banking And Thrift, Capital Requirements [Line Items]
Capital requirements, positive minimum net worth	15,000		15,000
Restricted cash	16,500		$ 16,500
Bakkt Clearing
Financial Services, Banking And Thrift, Capital Requirements [Line Items]
Capital requirements, adjusted net capital, amount	$ 1,000
Capital requirements, adjusted net capital, percent	8.00%
Bakkt Marketplace
Financial Services, Banking And Thrift, Capital Requirements [Line Items]
Tangible member's equity	$ 5,700	$ 11,000

Stockholders’ Equity (Tables)

9 Months Ended

Sep. 30, 2022

Equity [Abstract]

Schedule of Other Ownership Interests

The following table summarizes the ownership interest in Bakkt Opco Holdings, LLC as of September 30, 2022 and December 31, 2021.


	September 30, 2022			December 31, 2021
	Opco Common Units	Ownership %		Opco Common Units	Ownership %
Opco common units held by Bakkt Holdings, Inc. (Class A Common Stock)	77,682,402	29	%	57,164,388	22	%
Opco common units held by noncontrolling interest holders (Class V Common Stock)	186,352,843	71	%	206,271,792	78	%
Total Opco common units outstanding	264,035,245	100	%	263,436,180	100	%

Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net

The following table summarizes the effects of changes in ownership of Bakkt Opco Holdings, LLC on the Company's equity during the three and nine months ended September 30, 2022 (in thousands).


	Successor
	Three Months Ended September 30, 2022		Nine Months Ended September 30, 2022
Net loss attributable to Bakkt Holdings, Inc.	$	(468,132)	$	(479,157)
Other comprehensive loss:
Unrealized loss on foreign currency translation adjustment	(228)		(292)
Unrealized losses on available-for-sale securities	(49)		(53)

Transfers from noncontrolling interests:
Increase in additional paid-in capital as a result of the exchange of Opco common units	17,914		170,149

Total effect of changes in ownership interest on equity attributable to Bakkt Holdings, Inc.	$	(450,495)	$	(309,353)

Schedule Of Redemption Of Limited Liability Company (LLC) Interests


	Successor
	Three Months Ended September 30, 2022	Nine Months Ended September 30, 2022
Exchanges of Opco common units:
Number of Opco common units exchanged by noncontrolling interest holders	2,051,166	19,605,805
Opco common units received by Bakkt Holdings, Inc.	2,051,166	19,605,805

Issuance of Class A common stock:
Shares of Class A common stock issued in connection with exchanges of Opco common units	2,051,166	19,605,805

Cancellation of Class V common stock:
Shares of Class V common stock surrendered and canceled	2,051,166	19,605,805

Consolidated Statements of Operations (Parentheticals) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Income Statement [Abstract]
Related party net revenues	$ 6	$ (111)	$ 40	$ (154)

- Definition

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.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(4)(iv))
-URI https://asc.fasb.org/extlink&oid=126975872&loc=SL124442526-122756

Reference 8: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 220
-SubTopic 10
-Section S99
-Paragraph 2
-Subparagraph (SX 210.5-03.1(e))
-URI https://asc.fasb.org/extlink&oid=126953954&loc=SL114868664-224227

+ Details

Fair Value Measurements - Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis (Details) - USD ($) $ in Thousands	Sep. 30, 2022	Dec. 31, 2021
Assets:
U.S. Treasury debt securities	$ 113,867	$ 0
Safeguarding asset for cryptoassets	119,359	0
Liabilities:
Safeguarding obligations for cryptoassets	119,359	0
Warrant liability—public warrants	4,284	17,424
U.S. Treasury debt securities
Assets:
U.S. Treasury debt securities	113,867	0
Fair Value, Recurring
Assets:
Safeguarding asset for cryptoassets	119,359
Total Assets	233,226
Liabilities:
Safeguarding obligations for cryptoassets	119,359
Total Liabilities	123,643	17,424
Fair Value, Recurring \| U.S. Treasury debt securities
Assets:
U.S. Treasury debt securities	113,867
Fair Value, Recurring \| Level 1
Assets:
Safeguarding asset for cryptoassets	0
Total Assets	113,867
Liabilities:
Safeguarding obligations for cryptoassets	0
Total Liabilities	4,284	17,424
Fair Value, Recurring \| Level 1 \| U.S. Treasury debt securities
Assets:
U.S. Treasury debt securities	113,867
Fair Value, Recurring \| Level 2
Assets:
Safeguarding asset for cryptoassets	119,359
Total Assets	119,359
Liabilities:
Safeguarding obligations for cryptoassets	119,359
Total Liabilities	119,359	0
Fair Value, Recurring \| Level 2 \| U.S. Treasury debt securities
Assets:
U.S. Treasury debt securities	0
Fair Value, Recurring \| Level 3
Assets:
Safeguarding asset for cryptoassets	0
Total Assets	0
Liabilities:
Safeguarding obligations for cryptoassets	0
Total Liabilities	0	0
Fair Value, Recurring \| Level 3 \| U.S. Treasury debt securities
Assets:
U.S. Treasury debt securities	0
Public warrants \| Fair Value, Recurring
Liabilities:
Warrant liability—public warrants	4,284	17,424
Public warrants \| Fair Value, Recurring \| Level 1
Liabilities:
Warrant liability—public warrants	4,284	17,424
Public warrants \| Fair Value, Recurring \| Level 2
Liabilities:
Warrant liability—public warrants	0	0
Public warrants \| Fair Value, Recurring \| Level 3
Liabilities:
Warrant liability—public warrants	$ 0	$ 0

Commitment and Contingencies (Tables)

9 Months Ended

Sep. 30, 2022

Commitments and Contingencies Disclosure [Abstract]

Schedule of Future Minimum Commitments

As of September 30, 2022, 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