0001820302-23-000016 | 10-K | XBRL Viewer

Number of reportable segments | segment

^[1]

$ 11,481

$ 27,956

$ 54,567

Transaction price allocated to remaining performance obligation

26,000

$ 27,500

$ 26,000

Contract costs

100

700

Foreign Jurisdictions

800

$ 2,600

3,800

Subscription Fees

Transaction price allocated to remaining performance obligation

16,600

$ 20,400

$ 16,600

Subscription Fees | Minimum

35 months

50 months

Subscription Fees | Maximum

2 months

10 months

45 months

57 months

Service Fees

Transaction price allocated to remaining performance obligation

$ 9,400

$ 7,100

$ 9,400

Organization, Consolidation and Presentation of Financial Statements [Abstract]

17 months

36 months

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

Consolidated Balance Sheet Components

12 Months Ended

Dec. 31, 2022

Consolidated Balance Sheet Components

Accounts Receivable, Net

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


	As of
	December 31, 2022		December 31, 2021
Trade accounts receivable	$	16,284	$	11,404
Unbilled receivables	6,445		5,448
Other receivables	2,787		1,500
Total accounts receivable	25,516		18,352
Less: Allowance for doubtful accounts	(210)		(210)
Total	$	25,306	$	18,142

Property, Equipment and Software, Net

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


	As of
	December 31, 2022		December 31, 2021
Internal-use software	$	4,383	$	3,550
Purchased software	99		17
Office furniture and equipment	2,303		19
Other computer and network equipment	4,732		2,991
Leasehold improvements	10,102		277
Property, equipment and software, gross	21,619		6,854
Less: Accumulated amortization and depreciation.	(1,875)		(733)
Total	$	19,744	$	6,121

For the year ended December 31, 2022, and for the periods from October 15, 2021 through December 31, 2021 and January 1, 2021 through October 14, 2021, depreciation and amortization expense related to property, equipment and software amounted to $3.5 million, $0.8 million and $4.4 million, respectively, of which $1.7 million, $0.4 million and $3.6 million, respectively, related to amortization expense of capitalized internal-use software placed in service.

The Company conducted a quantitative impairment test of long-lived assets as of December 31, 2022 and concluded internal use software associated with the mobile app was fully impaired. An impairment charge of $8.7 million was recognized in “Impairment of long-lived assets” in the consolidated statements of operations. Significant judgments in this analysis include the division of long-lived assets into asset groups and cashflow assumptions that are consistent with the inputs used in the income approach for the goodwill impairment analysis.

We entered into a software license agreement that required a minimum usage fee of $0.7 million annually for the contract term. The license was capitalized at the present value of minimum license payments over the contract term. We recognized a corresponding liability for the license payments. The software license was being amortized over the contract term. During the period from October 15, 2021 through December 31, 2021, we terminated the software license agreement. As a result of the termination, we recorded an impairment charge of $1.2 million for the impairment of the related asset to a fair value of $0 and income of $1.3 million for the extinguishment of the related liability based on Level 3 inputs. The impairment charge and income are reflected as “Impairment of long-lived assets” and “Other income (expense), net”, respectively.

Deposits with Clearinghouse

Deposits with clearinghouse, noncurrent, consisted of the default resource contribution as described in Note 8. The default resource contribution amounted to $15.2 million and $15.2 million as of December 31, 2022 and 2021, respectively.

On January 19, 2021, ICUS self-certified a rule change with the CFTC, reducing Bakkt Trust’s financial contribution to the ICUS guaranty fund to $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):


	As of
	December 31, 2022		December 31, 2021
Operating lease right-of-use assets	$	19,632	$	11,239
Other	2,826		2,640
Total	$	22,458	$	13,879

Accounts Payable and Accrued Liabilities

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


	As of
	December 31, 2022		December 31, 2021
Accounts payable	$	25,975	$	10,646
Accrued expenses	15,537		20,130
Purchasing card payable	10,686		17,698
Salaries and benefits payable	13,926		13,349
Other	663		2,267
Total	$	66,787	$	64,090

Other Current Liabilities

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


	As of
	December 31, 2022		December 31, 2021
Participation units liability, current	$	275	$	2,027
Current maturities of operating lease liability	3,014		615
Other	530		1,075
Total	$	3,819	$	3,717

Other Noncurrent Liabilities

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


	As of
	December 31, 2022		December 31, 2021
Participation units liability, noncurrent	$	—	$	2,027
Operating lease liability, noncurrent	23,402		10,647
Total	$	23,402	$	12,674

Income Taxes - Schedule of Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Deferred tax assets:
Investment in partnership	$ 111,046	$ 0
Net operating loss carryforwards	14,656	5,011
Deferred and share-based compensation	2,965	252
Other	52	51
Total deferred tax assets	128,719	5,314
Less: valuation allowance	(126,039)	(3,115)
Net deferred tax assets	2,680	2,199
Deferred tax liabilities:
Investment in partnership	0	11,507
Intercompany asset with Opco	2,680	2,285
Total deferred tax liabilities	2,680	13,792
Net deferred tax liabilities	$ 0	$ (11,593)

Share-Based and Unit-Based Compensation (Tables)

12 Months Ended

Dec. 31, 2022

Share-Based Payment Arrangement [Abstract]

Summary of RSU Activity

The following table summarizes RSU and PSU activity under the 2021 Incentive Plan for the year ended December 31, 2022 and the period October 15, 2021 through December 31, 2021 (in thousands, except per unit data):


Successor
RSUs and PSUs	Number of Shares	Weighted Average Remaining Contractual Term (years)	Weighted Average Grant Date Fair Value		Aggregate Intrinsic Value
Outstanding as of October 15, 2021	—
Granted	2,142		$	9.18	$	19,669
Forfeited	—
Vested	—
Outstanding as of December 31, 2021	2,142	1.51	$	9.18
Granted	15,369		$	3.94	$	60,583
Forfeited	(1,885)
Vested	(1,844)
Outstanding as of December 31, 2022	13,782	2.05	$	4.05

Summary of PSU Activity


Successor
RSUs and PSUs	Number of Shares	Weighted Average Remaining Contractual Term (years)	Weighted Average Grant Date Fair Value		Aggregate Intrinsic Value
Outstanding as of October 15, 2021	—
Granted	2,142		$	9.18	$	19,669
Forfeited	—
Vested	—
Outstanding as of December 31, 2021	2,142	1.51	$	9.18
Granted	15,369		$	3.94	$	60,583
Forfeited	(1,885)
Vested	(1,844)
Outstanding as of December 31, 2022	13,782	2.05	$	4.05

Summary of Unit-Based Compensation Expense

Unit-based compensation expense for the year ended December 31, 2022 and the period from October 15, 2021 through December 31, 2021, was as follows (in thousands):


	Successor
Type of unit	Year Ended December 31, 2022		October 15, 2021 through December 31, 2021
Common incentive unit	$	3,663	$	42,376
Participation unit	(3,291)		2,516
Total	$	372	$	44,892

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


	Predecessor
Type of unit	January 1, 2021 through October 14, 2021
Preferred incentive unit	$	14,091
Common incentive unit	12,447
Participation unit	7,339
Total	$	33,877

Summary of Incentive Unit Activity

The following tables summarize common incentive unit activity under the Opco Plan for the year ended December 31, 2022 and the period October 15, 2021 through December 31, 2021 (in thousands, except per unit data):


Successor
Common Incentive Units	Number of Common Incentive Units	Weighted Average Remaining Contractual Term (years)	Weighted Average Grant Date Fair Value		Aggregate Intrinsic Value
Outstanding as of October 15, 2021	17,473	2.00	$	6.30	$	109,998
Granted	—
Forfeited	(1,134)
Exchanged	—
Outstanding as of December 31, 2021	16,339	1.79	$	6.30	$	133,240
Granted	—
Forfeited	(313)
Exchanged	(7,732)
Outstanding as of December 31, 2022	8,294	0.79	$	6.30	$	67,635

The following tables summarize preferred incentive unit and common incentive unit activity under the Opco Plan for the period from January 1, 2021 through October 14, 2021 (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	—
Vested	—
Outstanding as of October 14, 2021	76,475	6.04	$	0.42	$	141,058


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	(3,613)		$	0.39
Vested	—
Outstanding as of October 14, 2021	23,220	6.04	$	0.53	$	25,605

Summary of Valuation Assumptions

The inputs used in the models to estimate the fair value of the common incentive units and participation units granted in 2021 are summarized as follows:


			Successor
			December 31, 2021
Dividend yield			—%
Risk-free interest rate			0.06% - 0.36%
Expected volatility			51.00% - 53.00%
Expected term (years)			0.50 - 2.00
Discount for lack of marketability			0.082

Income Taxes - Narrative (Details) - USD ($)	3 Months Ended	9 Months Ended	12 Months Ended
Income Taxes - Narrative (Details) - USD ($)	Dec. 31, 2021	Oct. 14, 2021	Dec. 31, 2022
Income Tax Examination [Line Items]
Net loss before income taxes	$ 153,076,000	$ 139,821,000	$ 2,001,254,000
Provision for (benefit from) income taxes	11,751,000	$ (602,000)	(11,320,000)
Valuation allowance	3,115,000		126,039,000
Unrecognized tax benefits	0		0
Unrecognized tax benefits, interest and penalties accrued	0		0
Domestic Tax Authority
Income Tax Examination [Line Items]
Net operating loss carryforwards	17,100,000		51,800,000
Net operating loss carryforwards subject to expiration	400,000		400,000
Net operating loss carryforwards, not subject to expiration	16,700,000		51,400,000
State and Local Jurisdiction
Income Tax Examination [Line Items]
Net operating loss carryforwards subject to expiration	$ 21,400,000		$ 56,900,000

Net Loss per Share - Anti-dilutive Shares Excluded From Computation (Details) - shares	3 Months Ended	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2022
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total	216,348,000	205,199,000
RSUs
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total	2,142,000	9,173,000
PSUs
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total	0	4,609,000
Public warrants
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total	7,141,000	7,141,000
Opco warrants
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total	793,000	793,000
Opco unvested incentive units
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total	4,831,000	2,242,000
Opco common units
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total	201,440,000	181,241,000

Consolidated Statements of Changes in Stockholders' Equity (Successor), Members’ Equity and Mezzanine Equity (Predecessor) - USD ($) $ in Thousands	Total	Conversion of Class A ordinary shares and Class B ordinary shares into Class A common stock	Conversion of Opco Class A, Class B, and Class C voting units into Class V common stock	Issuance of Class V common stock for Opco incentive units	Public warrants Class B Warrant	Public warrants Class C Warrant	Additional Paid-in Capital	Additional Paid-in Capital Conversion of Class A ordinary shares and Class B ordinary shares into Class A common stock	Accumulated Deficit	Accumulated Other Comprehensive Income	Total Stockholders’ Equity	Total Stockholders’ Equity Conversion of Class A ordinary shares and Class B ordinary shares into Class A common stock	Total Stockholders’ Equity Conversion of Opco Class A, Class B, and Class C voting units into Class V common stock	Total Stockholders’ Equity Issuance of Class V common stock for Opco incentive units	Noncontrolling Interest	Noncontrolling Interest Conversion of Opco Class A, Class B, and Class C voting units into Class V common stock	Noncontrolling Interest Issuance of Class V common stock for Opco incentive units	Class A Voting Units	Class A Voting Units Member Units	Class B Voting Units Member Units	Class C Voting Units Member Units	Incentive units	Class A Common Stock	Class A Common Stock Common Stock	Class A Common Stock Common Stock Conversion of Class A ordinary shares and Class B ordinary shares into Class A common stock	Class V Common Stock Common Stock	Class V Common Stock Common Stock Conversion of Opco Class A, Class B, and Class C voting units into Class V common stock	Class V Common Stock Common Stock Issuance of Class V common stock for Opco incentive units	Class B Ordinary Shares Common Stock	Class B Ordinary Shares Common Stock Conversion of Class A ordinary shares and Class B ordinary shares into Class A common stock
Beginning balance (in shares) at Dec. 31, 2020					0	0													400,000,000	182,500,000	270,270,270
Beginning balance, members' equity at Dec. 31, 2020	$ 388,330				$ 5,426	$ 0			$ (112,504)	$ 191									$ 2,613	$ 182,500	$ 310,104
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Issuance of stock																		$ 185	$ 185
Exercise of warrants (in shares)																				9,953,454
Exercise of warrants					$ (5,426)															$ 5,426
Vesting of Class C warrant	969					$ 969
Currency translation adjustment, net of tax	248									248
Unrealized gains on available-for-sale securities	0
Net loss	(139,219)								(139,219)
Ending balance (in shares) at Oct. 14, 2021					0	0													400,000,000	192,453,454	270,270,270
Ending balance, members' equity at Oct. 14, 2021	250,513				$ 0	$ 969			(251,723)	439									$ 2,798	$ 187,926	$ 310,104
Mezzanine equity beginning balance (in shares) at Dec. 31, 2020																						0
Mezzanine equity beginning balance at Dec. 31, 2020	21,452																					$ 21,452
Increase (Decrease) in Temporary Equity [Roll Forward]
Unit-based incentive compensation	26,538																					$ 26,538
Mezzanine equity ending balance (in shares) at Oct. 14, 2021																						0
Mezzanine equity ending balance at Oct. 14, 2021	47,990																					$ 47,990
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Conversion of stock (in shares)																														5,184,300
Ending balance (in shares) at Oct. 15, 2021																													5,184,300
Ending balance, stockholders' equity at Oct. 15, 2021	$ (54,346)						$ 0		(54,347)	0	$ (54,346)				$ 0														$ 1
Increase (Decrease) in Temporary Equity [Roll Forward]
Redemption of Class A ordinary shares (in shares)	(8,452,042)
Conversion of Class A ordinary shares and Class B ordinary shares into Class A common stock (in shares)	(12,285,160)
Mezzanine equity ending balance (in shares) at Oct. 15, 2021	20,737,202
Mezzanine equity ending balance at Oct. 15, 2021	$ 207,372
Beginning balance (in shares) at Oct. 14, 2021					0	0													400,000,000	192,453,454	270,270,270
Beginning balance, members' equity at Oct. 14, 2021	250,513				$ 0	$ 969			(251,723)	439									$ 2,798	$ 187,926	$ 310,104
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Conversion of stock (in shares)																							7,194,928		17,469,460		189,933,286	17,473,362		5,184,300
Conversion of stock		$ 122,841	$ 1,796,769	$ 107,879				$ 122,840				$ 122,841	$ 19	$ 2		$ 1,796,750	$ 107,877								$ 2		$ 19	$ 2		$ (1)
Issuance of stock (in shares)																								32,500,000
Issuance of stock	312,000						311,997				312,000													$ 3
Share-based compensation	1,022						1,022				1,022
Unit-based compensation	46,786														46,786
Forfeiture and cancellation of common units (in shares)																										(1,134,856)
Forfeiture and cancellation of common units	(4,602)														(4,602)
Exercise of warrants (in shares)																								7,194,928
Exercise of warrants	130,908						130,907				130,908													$ 1
Currency translation adjustment, net of tax	(259)									(55)	(55)				(204)
Unrealized gains on available-for-sale securities	0
Net loss	(164,827)								(43,995)		(43,995)				(120,832)
Ending balance (in shares) at Dec. 31, 2021																								57,164,388		206,271,792
Ending balance, stockholders' equity at Dec. 31, 2021	2,294,171						566,766		(98,342)	(55)	468,396				1,825,775									$ 6		$ 21
Mezzanine equity beginning balance (in shares) at Oct. 14, 2021																						0
Mezzanine equity beginning balance at Oct. 14, 2021	$ 47,990																					$ 47,990
Increase (Decrease) in Temporary Equity [Roll Forward]
Redemption of Class A ordinary shares (in shares)	(8,452,042)
Redemption of Class A ordinary shares	$ (84,530)
Conversion of Class A ordinary shares and Class B ordinary shares into Class A common stock (in shares)	(12,285,160)
Conversion of Class A ordinary shares and Class B ordinary shares into Class A common stock	$ (122,842)
Mezzanine equity ending balance (in shares) at Dec. 31, 2021	0
Mezzanine equity ending balance at Dec. 31, 2021	$ 0
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Conversion of stock (in shares)																							22,475,871	22,475,871		22,475,871
Conversion of stock	0						177,241				177,241				(177,241)									$ 2		$ (2)
Share-based compensation	31,557						31,557				31,557
Unit-based compensation	3,847														3,847
Forfeiture and cancellation of common units (in shares)																										(313,144)
Forfeiture and cancellation of common units	(185)														(185)
Exercise of warrants (in shares)																								221
Exercise of warrants	2						2				2
Shares issued upon vesting of share-based awards, net of tax withholding (in shares)																								1,286,363
Shares issued upon vesting of share-based awards, net of tax withholding	(2,586)						(2,586)				(2,586)
Increase in deferred tax liability from step-up tax basis related to exchanges of Opco common units	(7)						(7)				(7)
Currency translation adjustment, net of tax	(850)									(254)	(254)				(596)
Unrealized gains on available-for-sale securities	59									19	19				40
Net loss	(1,989,934)								(578,105)		(578,105)				(1,411,829)
Ending balance (in shares) at Dec. 31, 2022																								80,926,843		183,482,777
Ending balance, stockholders' equity at Dec. 31, 2022	$ 336,074						$ 772,973		$ (676,447)	$ (290)	$ 96,263				$ 239,811									$ 8		$ 19

Share-Based and Unit-Based Compensation

12 Months Ended

Dec. 31, 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 year ended December 31, 2022, we granted 10,251,747 RSUs and 5,116,984 PSUs, which represents 100% of the target award, to employees and directors. We recorded $31.6 million and $1.0 million of share-based compensation expense for the year ended December 31, 2022 and for the period from October 15, 2021 through December 31, 2021, respectively, which is included in “Compensation and benefits” in the consolidated statements of operations. We recorded $23.9 million and $1.0 million of share-based compensation expense related to RSUs for the year ended December 31, 2022 and for the period from October 15, 2021 through December 31, 2021, respectively. We recorded $7.7 million of share-based compensation expense related to PSUs for the year ended December 31, 2022. We did not record any share-based compensation expense related to PSUs for the period from October 15, 2021 through December 31, 2021.

Unrecognized compensation expense as of December 31, 2022 was $29.9 million for the RSUs and PSUs. The unrecognized compensation expense will be recognized over a weighted-average period of 2.05 years.

RSU and PSU Activity


Successor
RSUs and PSUs	Number of Shares	Weighted Average Remaining Contractual Term (years)	Weighted Average Grant Date Fair Value		Aggregate Intrinsic Value
Outstanding as of October 15, 2021	—
Granted	2,142		$	9.18	$	19,669
Forfeited	—
Vested	—
Outstanding as of December 31, 2021	2,142	1.51	$	9.18
Granted	15,369		$	3.94	$	60,583
Forfeited	(1,885)
Vested	(1,844)
Outstanding as of December 31, 2022	13,782	2.05	$	4.05

During the year ended December 31, 2022, we recorded $2.0 million of share-based compensation expense related to the accelerated vesting for certain employees that were terminated. We also recorded reversal of share-based compensation expense of $1.9 million during the year ended December 31, 2022 for pre-vesting forfeitures of RSUs, a portion of which is described below.

During the fourth quarter of 2022, the Company announced a restructuring plan to further focus the business. This restructuring plan included a reduction in workforce, impacting 22 employees that had outstanding RSUs. We modified the terms of the awards with these employees waiving the continued service requirement for the first tranche of outstanding RSUs if those awards would vest during the 60 days following their separation date. Any awards vesting after the 60 days would be forfeit, consistent with the terms of the 2021 Incentive Plan. We accounted for the modification of these awards as a new grant, including determining the grant date fair value on the date of the modification. The modified grant date fair value, combined with the forfeitures of the awards, resulted in a reversal of $1.0 million of previously recognized share-based compensation expense.

The fair value of the RSUs and PSUs used in determining share-based compensation expense is based on the closing price of our common stock on the grant date.

PSUs provide an opportunity for the recipient to receive a number of shares of our common stock based on our performance during fiscal years 2022, 2023 and 2024, as measured against objective performance goals as determined by the Board. The actual number of units earned may range from 0% to 150% of the target number of units depending upon achievement of the performance goals. PSUs vest in three equal annual installments, subject to a catch-up provision based upon the achievement of the final annual target. 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

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

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

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

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

On December 19, 2018, Opco and Bakkt Management, LLC (the “Management Vehicle”), a wholly-owned subsidiary of Opco, entered into the Back-to-Back Agreement. The Management Vehicle has no substantive operations, and its sole purpose is to own incentive units in Opco. Under the Back-to-Back Agreement, Opco granted incentive units to the Management Vehicle, which is a member of Opco, and the Management Vehicle issued economically identical membership interests in the Management Vehicle (“Management incentive units”) to employees. Any employees who receive Management incentive units have an ownership interest in the Management Vehicle, which corresponds to an indirect ownership interest in Opco. Beginning on the 4th anniversary of the date that an incentive unit vests and assuming that Opco had not consummated an IPO or Liquidity Event, the Management Vehicle had the right, but not the obligation, to require Opco to purchase all of the incentive units then held by the Management Vehicle, for a period of four years. As such, Opco classified the incentive units as “Mezzanine equity” on the balance sheet due to this put option which represented a redemption feature. Since the incentive units reached a vesting event due to the VIH Business Combination, the Management Vehicle no longer has the right to require Opco to purchase all of the incentive units held by the Management Vehicle. Accordingly, since the Closing Date, the Company classifies the incentive units as “Noncontrolling interest” in the consolidated balance sheets.

In May 2020, Opco amended the Opco Plan. Under the modified Opco Plan, participants have the opportunity to continue to hold unvested units upon voluntary resignation of employment. The number of unvested units that a participant can continue to hold depends on the number of years that the participant was employed. Non-forfeited units vest upon the occurrence of a vesting event, as defined in the Opco Plan, subject to time restrictions. The modification to the Opco Plan did not result in additional compensation expense being recognized because the fair value of the units immediately before and after the modification was the same.

In anticipation of the VIH Business Combination, certain incentive unit awards granted under the Opco Plan in late 2020 were modified. The modification was approved in April 2021. The modification required Opco to redeem 40% of the first one-third of certain employee awards which were scheduled to vest upon consummation of the VIH Business Combination. Upon consummation of the VIH Business Combination, we paid $1.5 million to award holders for the redemption. This amount is included in the purchase consideration paid to Opco Equity Holders (Note 4). As this obligation was contingent upon consummation of the VIH Business Combination, Opco did not recognize any additional unit-based compensation expense as a result of the modification for the period from January 1, 2021 through October 14, 2021.

Upon consummation of the VIH Business Combination, the 76,475,000 outstanding preferred incentive units and 23,219,745 outstanding common incentive units were converted into 17,473,362 Successor common incentive units, and the 10,811,502 outstanding participation units were converted into 1,197,250 Successor participation units. Contemporaneously with the conversion, approximately one-third of the awards in the Opco Plan vested. In November 2021, we made total payments of $5.2 million to settle the vested participation units. These payments are included in “Other assets and liabilities” in the statements of cash flows. The second tranche vested on the one-year anniversary of the Closing Date and the third tranche will vest on the two-year anniversary of the Closing Date, although under the terms of the Opco Plan, employees who are terminated without cause after the Closing Date will vest in the unvested portion of their awards immediately upon their termination date.

Unit-Based Compensation Expense

Unit-based compensation expense for the year ended December 31, 2022 and the period from October 15, 2021 through December 31, 2021, was as follows (in thousands):


	Successor
Type of unit	Year Ended December 31, 2022		October 15, 2021 through December 31, 2021
Common incentive unit	$	3,663	$	42,376
Participation unit	(3,291)		2,516
Total	$	372	$	44,892

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


	Predecessor
Type of unit	January 1, 2021 through October 14, 2021
Preferred incentive unit	$	14,091
Common incentive unit	12,447
Participation unit	7,339
Total	$	33,877

Included in the unit-based compensation expense for the period from October 15, 2021 through December 31, 2021 is $47.2 million of accelerated expense related to the incremental fair value of Successor common incentive and participation units based on remeasurement of the fair value of common incentive units and participation units in the Opco Plan on the Closing Date, as well as acceleration of expense for non-substantive service. This increase in expense was partially offset by the reversal of expense previously recorded for forfeitures of preferred and common incentive units made by certain former employees.

Included in the unit-based compensation expense for the period January 1, 2021 through October 14, 2021 is $30.6 million of accelerated expense related to the one-third of the incentive units and participation units in the Opco Plan which vested upon consummation of the VIH Business Combination.

Unrecognized compensation expense as of December 31, 2022 was $1.4 million for common incentive units. The unrecognized compensation expense will be recognized over a weighted-average period of 0.79 years. There was no unrecognized compensation expense for participation units as of December 31, 2022.

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

Unit Activity


Successor
Common Incentive Units	Number of Common Incentive Units	Weighted Average Remaining Contractual Term (years)	Weighted Average Grant Date Fair Value		Aggregate Intrinsic Value
Outstanding as of October 15, 2021	17,473	2.00	$	6.30	$	109,998
Granted	—
Forfeited	(1,134)
Exchanged	—
Outstanding as of December 31, 2021	16,339	1.79	$	6.30	$	133,240
Granted	—
Forfeited	(313)
Exchanged	(7,732)
Outstanding as of December 31, 2022	8,294	0.79	$	6.30	$	67,635


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	—
Vested	—
Outstanding as of October 14, 2021	76,475	6.04	$	0.42	$	141,058


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	(3,613)		$	0.39
Vested	—
Outstanding as of October 14, 2021	23,220	6.04	$	0.53	$	25,605

There were no participation units granted during the year ended December 31, 2022 or the period from October 15, 2021 through December 31, 2021. There were less than 0.1 million participation units granted during the period from January 1, 2021 through October 14, 2021. The total number of participation units outstanding as of December 31, 2022 and December 31, 2021 were 0.2 million and 0.7 million, respectively. During the year ended December 31, 2022 we made cash payments of $0.5 million to settle vested participation units. During the period from October 15, 2021 through December 31, 2021 we made cash payments of $5.2 million to settle vested participation units. We did not make any cash payments to settle vested participation units during the period from January 1, 2021 through October 14, 2021. During the period from October 15, 2021 through December 31, 2021, we granted certain employees awards, which are payable over a two-year period in cash or shares of Class A common stock in an amount that will fluctuate based on the trading price of Class A common stock. We included these awards in the amounts above as they are subject to the same accounting as the participation units. The fair value of the participation units as of December 31, 2022 and December 31, 2021, was $0.3 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 6.

Determination of Fair Value

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

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

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

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

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

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

The inputs used in the models to estimate the fair value of the common incentive units and participation units granted in 2021 are summarized as follows:


			Successor
			December 31, 2021
Dividend yield			—%
Risk-free interest rate			0.06% - 0.36%
Expected volatility			51.00% - 53.00%
Expected term (years)			0.50 - 2.00
Discount for lack of marketability			0.082

Consolidated Balance Sheets - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Current assets:
Cash and cash equivalents	$ 98,332	$ 391,364
Restricted cash	16,500	16,500
Customer funds	591	551
Available-for-sale securities	141,062	0
Accounts receivable, net	25,306	18,142
Prepaid insurance	22,822	32,206
Other current assets	6,060	4,784
Total current assets	326,465	463,547
Property, equipment and software, net	19,744	6,121
Goodwill	15,852	1,527,118
Intangible assets, net	55,833	388,469
Deposits with clearinghouse	15,150	15,151
Other assets	22,458	13,879
Total assets	455,502	2,414,285
Current liabilities:
Accounts payable and accrued liabilities	66,787	64,090
Customer funds payable	591	551
Deferred revenue, current	3,972	4,629
Due to related party	1,168	617
Other current liabilities	3,819	3,717
Total current liabilities	92,129	73,604
Deferred revenue, noncurrent	3,112	4,819
Warrant liability	785	17,424
Deferred tax liabilities, net	0	11,593
Other noncurrent liabilities	23,402	12,674
Total liabilities	119,428	120,114
Commitments and contingencies (Note 14)
Stockholders’ equity:
Additional paid-in capital	772,973	566,766
Accumulated other comprehensive loss	(290)	(55)
Accumulated deficit	(676,447)	(98,342)
Total stockholders' equity	96,263	468,396
Noncontrolling interest	239,811	1,825,775
Total equity	336,074	2,294,171
Total liabilities and stockholders’ equity	455,502	2,414,285
Class A Common Stock
Stockholders’ equity:
Common stock, value	8	6
Class V Common Stock
Stockholders’ equity:
Common stock, value	$ 19	$ 21

Leases - Operating and Finance Leases Maturity (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Leases [Abstract]
2023	$ 4,271
2024	4,599
2025	4,702
2026	3,450
2027	2,947
Thereafter	12,319
Total undiscounted lease payments	32,288
Less: imputed interest	(5,872)
Total lease liability	26,416
Current	3,014	$ 615
Noncurrent	$ 23,402	$ 10,647

Business Combinations and Asset Acquisition - Opco Consideration Transferred (Details) - Opco $ / shares in Units, $ in Thousands	Oct. 15, 2021 USD ($) $ / shares shares
Business Acquisition [Line Items]
Equity consideration paid to Opco Equity Holders	$ 1,904,648
Cash paid for redeemed Opco Incentive Units	1,488
Cash paid for seller transaction costs	13,454
Total purchase consideration	$ 1,919,590
Opco common units (in shares) \| shares	189,933
Fair value per unit (in dollars per share) \| $ / shares	$ 9.46
Fair value of Opco common units	$ 1,796,769
Fair value of Opco common incentive units based on services rendered	107,879
Equity consideration paid to Opco Equity Holders	$ 1,904,648
Redemption of vested temporary equity, percentage	40.00%
Business combination, percentage of awards vested	0.33

Stockholders’ Equity (Tables)

12 Months Ended

Dec. 31, 2022

Equity [Abstract]

Schedule of Ownership Interests

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


	December 31, 2022			December 31, 2021
	Opco Common Units	Ownership %		Opco Common Units	Ownership %
Opco Common Units held by Bakkt Holdings, Inc.	80,926,843	31	%	57,164,388	22	%
Opco Common Units held by noncontrolling interest holders	183,482,777	69	%	206,271,792	78	%
Total Opco Common Units outstanding	264,409,620	100	%	263,436,180	100	%

Schedule of Key Inputs Used in Valuation

The key inputs used in the valuation were as follows:


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

The key inputs used in the valuation were as follows:


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

Investments in Debt Securities

12 Months Ended

Dec. 31, 2022

Investments, Debt and Equity Securities [Abstract]

Investments in Debt Securities

We have investments in certain debt securities, which we record at fair value and present as “Available-for-sale securities” in the consolidated balance sheets.

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

The cost basis and fair value of available-for-sale debt securities with unrealized gains and losses included in “Accumulated other comprehensive loss” in the consolidated balance sheets were as follows (in thousands):


	December 31, 2022			December 31, 2021
Available-for-sale securities	Cost Basis	Unrealized Gains/(Losses), net	Fair Value	Cost Basis	Unrealized Gains/(Losses), net	Fair Value
Government debt
U.S. treasury bonds	141,003	59	141,062	—	—	—
Total available-for-sale securities	141,003	59	141,062	—	—	—


	December 31, 2022				December 31, 2021
Available-for-sale securities in an unrealized loss position	Fair Value		Unrealized Losses		Fair Value		Unrealized Losses
Government debt
U.S. treasury bonds
Less than 12 months(1)	$	39,574	$	(381)	$	—	$	—
12 months or more(1)	—		—		—		—
Total available-for-sale securities	$	39,574	$	(381)	$	—	$	—

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

The unrealized losses on our investments in government debt securities relate to changes in interest rates since the time of purchase. We do not intend to sell the investments, and it is not likely that we will be required to sell the investments before recovery of their respective amortized cost basis. In addition, there were no credit losses on these investments as of December 31, 2022.

The cost basis and fair value of available-for-sale debt securities at December 31, 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.


	December 31, 2022
	Cost Basis	Fair Value
Due in one year or less	141,003	141,062
Due after one year through five years	—	—
Total available-for-sale securities	141,003	141,062

Stockholders’ Equity - Narrative (Details)				1 Months Ended			3 Months Ended	9 Months Ended	12 Months Ended	13 Months Ended
Stockholders’ Equity - Narrative (Details)	Apr. 16, 2022 shares	Oct. 15, 2021 $ / shares shares	Apr. 06, 2021 shares	Oct. 31, 2021 USD ($)	Aug. 31, 2021 USD ($) shares	Dec. 31, 2018 shares	Dec. 31, 2021 USD ($) $ / shares shares	Oct. 14, 2021 USD ($)	Dec. 31, 2022 USD ($) $ / shares shares	Dec. 31, 2019 USD ($)	May 31, 2020 USD ($) $ / shares shares	Feb. 19, 2020 USD ($) $ / shares shares
Class of Stock [Line Items]
Preferred stock, authorized (in shares)									1,000,000
Preferred stock, par value (in dollars per share) \| $ / shares									$ 0.0001
Preferred stock, issued (in shares)									0
Lock-up period	6 months
Weighted average ownership percentage by noncontrolling interest holders							78.90%		72.60%
Exercise price (in dollars per share) \| $ / shares									$ 11.50
Impairment of long-lived assets \| $							$ 1,196,000	$ 3,598,000	$ 11,494,000
Selling, general and administrative \| $							8,521,000	20,309,000	$ 35,414,000
Customer Consideration Asset
Class of Stock [Line Items]
Impairment of long-lived assets \| $				$ 3,600,000
Fair value of impaired asset \| $				$ 0
Class B Warrant
Class of Stock [Line Items]
Exercise price (in dollars per share) \| $ / shares												$ 1.00
Expected term (years)												3 years
Fair value of warrant \| $												$ 5,400,000
Class B Warrant \| Dividend yield \| Black-Scholes Model
Class of Stock [Line Items]
Warrant measurement input												0
Class C Warrant
Class of Stock [Line Items]
Exercise price (in dollars per share) \| $ / shares		$ 1.11									$ 1.11
Expected term (years)					3 years 21 days
Fair value of warrant \| $					$ 1,000,000						$ 1,600,000
Warrants amended to change the service conditions (in shares)					781,515
Warrants with service conditions left unchanged (in shares)					2,822,085
Warrant units vested but not exercised (in shares)									172,055
Warrant units not vested or exercised (in shares)									621,297
Selling, general and administrative \| $							0	1,000,000	$ 0
Class C Warrant \| Dividend yield \| Black-Scholes Model
Class of Stock [Line Items]
Warrant measurement input					0
ICE \| Developed Technology
Class of Stock [Line Items]
Developed technology assets contributed by ICE \| $										$ 1,700,000
IFUS and ICUS \| Affiliated Entity \| Triparty Agreement
Class of Stock [Line Items]
Reduction in revenue related to capital contribution \| $							$ 0	$ 200,000	$ 0
Class A Common Stock
Class of Stock [Line Items]
Common stock, authorized (in shares)							750,000,000		750,000,000
Common stock, par value (in dollars per share) \| $ / shares		0.0001					$ 0.0001		$ 0.0001
Common stock, shares issued (in shares)							57,164,388		80,926,843
Common stock, outstanding (in shares)							57,164,388		80,926,843
Dividends \| $									$ 0
Conversion of stock (in shares)							7,194,928		22,475,871
Class A Common Stock \| Conversion of Paired Interests Into Class A Common Stock
Class of Stock [Line Items]
Conversion of stock (in shares)	22,500,000
Class V Common Stock
Class of Stock [Line Items]
Common stock, authorized (in shares)							250,000,000		250,000,000
Common stock, par value (in dollars per share) \| $ / shares		$ 0.0001					$ 0.0001		$ 0.0001
Common stock, shares issued (in shares)							206,271,792		183,482,777
Common stock, outstanding (in shares)							206,271,792		183,482,777
Class V Common Stock \| Issuance Of Class V Common Stock For Opco Class C Warrants And Incentive Units
Class of Stock [Line Items]
Conversion of stock (in shares)		17,473,362
Class V Common Stock \| Opco
Class of Stock [Line Items]
Common stock, shares issued (in shares)		207,406,648
Conversion of stock (in shares)		208,200,000
Class V Common Stock \| Opco \| Conversion of Opco Class A, Class B, and Class C voting units into Class V common stock
Class of Stock [Line Items]
Conversion of stock (in shares)		189,933,286
Class A Voting Units \| Opco \| Conversion of Opco Class A, Class B, and Class C voting units into Class V common stock
Class of Stock [Line Items]
Conversion of stock (in shares)		400,000,000
Class A Voting Units \| ICE
Class of Stock [Line Items]
Issuance of voting units (in shares)						400,000,000
Class B Voting Units
Class of Stock [Line Items]
Exercise of warrants (in shares)			9,953,454
Class B Voting Units \| Class B Warrant
Class of Stock [Line Items]
Warrants issued, number of units called by warrants (in shares)												15,000,000
Class B Voting Units \| Opco \| Conversion of Opco Class A, Class B, and Class C voting units into Class V common stock
Class of Stock [Line Items]
Conversion of stock (in shares)		192,453,454
Class C Voting Units \| Class C Warrant
Class of Stock [Line Items]
Warrants issued, number of units called by warrants (in shares)											3,603,600
Class C Voting Units \| Opco \| Conversion of Opco Class A, Class B, and Class C voting units into Class V common stock
Class of Stock [Line Items]
Conversion of stock (in shares)		270,270,270
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 - Accounts Payable and Accrued Liabilities (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Accounts payable	$ 25,975	$ 10,646
Accrued expenses	15,537	20,130
Purchasing card payable	10,686	17,698
Salaries and benefits payable	13,926	13,349
Other	663	2,267
Total	$ 66,787	$ 64,090

Consolidated Balance Sheet Components - Other Assets (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Operating lease right-of-use assets	$ 19,632	$ 11,239
Other	2,826	2,640
Other assets	$ 22,458	$ 13,879

Leases - Summary of Lease Cost (Details) - USD ($) $ in Thousands	3 Months Ended	9 Months Ended	12 Months Ended
	Dec. 31, 2021	Oct. 14, 2021	Dec. 31, 2022
Finance lease cost
Amortization of right-of-use assets	$ 0	$ 108	$ 0
Interest on lease liabilities	38	27	0
Operating lease cost	370	856	3,780
Short-term lease cost	33	202	13
Variable lease cost	10	56	15
Total lease cost	451	1,249	3,808
Operating Leases
Cash flow from operating activities			(3,068)
Cash flow from operating activities	106	871
Supplemental non-cash information on lease liabilities arising from obtaining right-of-use assets	10,347	0	11,006
Finance Leases
Cash flow from financing activities	404	97	$ 0
Cash flow from operating activities	$ 38	$ 27

Consolidated Statements of Operations (Parenthetical) - USD ($) $ in Thousands	3 Months Ended	9 Months Ended	12 Months Ended
	Dec. 31, 2021	Oct. 14, 2021	Dec. 31, 2022
Income Statement [Abstract]
Related party net revenues	$ 71	$ 136	$ 42

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.

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
-Topic 470
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-Subparagraph (SX 210.13-02(a)(4)(iv))
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-Topic 946
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-Section S99
-Paragraph 1
-Subparagraph (SX 210.6-07.1(c))
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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-Subparagraph (SX 210.13-01(a)(4)(iii)(B))
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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-SubTopic 10
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-Subparagraph (SX 210.13-02(a)(4)(iii)(C))
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Reference 5: 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 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
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Goodwill and Intangible Assets, Net - Schedule of Future Amortization (Details) $ in Thousands	Dec. 31, 2022 USD ($)
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity [Abstract]
2023	$ 8,173
2024	8,196
2025	8,173
2026	7,628
2027	5,621
Thereafter	10,042
Total	$ 47,833

Summary of Significant Accounting Policies - Property, Plant, and Equipment Useful Lives (Details)	3 Months Ended	9 Months Ended	12 Months Ended
	Dec. 31, 2021	Oct. 14, 2021	Dec. 31, 2022
Minimum
Property, Plant and Equipment [Line Items]
Assets under finance lease, estimated useful life	2 years	2 years	2 years
Maximum
Property, Plant and Equipment [Line Items]
Assets under finance lease, estimated useful life	5 years	5 years	5 years
Internal use software \| Minimum
Property, Plant and Equipment [Line Items]
Useful lives of assets	3 years	3 years	3 years
Internal use software \| Maximum
Property, Plant and Equipment [Line Items]
Useful lives of assets	7 years	7 years	7 years
Purchased software
Property, Plant and Equipment [Line Items]
Useful lives of assets	3 years	3 years	3 years
Office, furniture and equipment \| Minimum
Property, Plant and Equipment [Line Items]
Useful lives of assets	7 years	7 years	7 years
Office, furniture and equipment \| Maximum
Property, Plant and Equipment [Line Items]
Useful lives of assets	10 years	10 years	10 years
Leasehold improvements
Property, Plant and Equipment [Line Items]
Useful lives of assets	7 years	7 years	7 years
Other computer and network equipment
Property, Plant and Equipment [Line Items]
Useful lives of assets	3 years	3 years	3 years

Investments in Debt Securities - Summary of Available-for-Sale Debt Securities by Contractual Maturity (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Cost Basis
Due in one year or less	$ 141,003
Due after one year through five years	0
Total available-for-sale securities	141,003	$ 0
Fair Value
Due in one year or less	141,062
Due after one year through five years	0
Total available-for-sale securities	$ 141,062	$ 0

Stockholders’ Equity

12 Months Ended

Dec. 31, 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 December 31, 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 record of Class A common stock is entitled to one vote for each share of Class A common stock held on all matters on which stockholders generally or holders of Class A common stock as a separate class are entitled to vote, including the election or removal of directors (whether voting separately as a class or together with one or more classes of our capital stock). As of December 31, 2022 and December 31, 2021, there were 80,926,843 and 57,164,388 shares of Class A common stock issued and outstanding, respectively.

Dividends

Subject to preferences that may be applicable to any outstanding preferred stock, the holders of shares of Class A common stock are entitled to receive ratably such dividends, if any, as may be declared from time to time by our Board out of funds legally available therefor. As of December 31, 2022, no dividends have been declared.

Liquidation

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

Class V Common Stock

We are authorized to issue 250,000,000 shares with par value $0.0001 per share. These shares have no economic value but entitle the holder to one vote per share. 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. Since the expiration of the six-month lock-up period on April 16, 2022, holders of Paired Interests exchanged an aggregate of 22.5 million Paired Interests for shares of our Class A common stock, and the Company did not elect to settle any such exchanges in cash. As of December 31, 2022 and December 31, 2021, there were 183,482,777 and 206,271,792 shares of Class V common stock issued and outstanding, respectively.

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 Opco common units, such share will automatically be transferred to us and cancelled for no consideration. We will not issue additional shares of Class V common stock, other than in connection with the valid issuance or transfer of Opco common units in accordance with Opco’s Third Amended and Restated Limited Liability Company Agreement (the “LLC Agreement”).

Noncontrolling Interest

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


	December 31, 2022			December 31, 2021
	Opco Common Units	Ownership %		Opco Common Units	Ownership %
Opco Common Units held by Bakkt Holdings, Inc.	80,926,843	31	%	57,164,388	22	%
Opco Common Units held by noncontrolling interest holders	183,482,777	69	%	206,271,792	78	%
Total Opco Common Units outstanding	264,409,620	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 year ended December 31, 2022 and the period from October 15, 2021 through December 31, 2021 was 72.6% and 78.9%, respectively.

Members’ Equity

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

In December 2018, pursuant to the contribution agreement between Opco and ICE in connection with ICE’s formation of Opco (the “Contribution Agreement”), ICE committed to contribute developed assets and licenses in exchange for 400,000,000 Class A voting units. The primary value contributed by ICE was the access to the trading and clearing services to be provided for the duration of the Triparty Agreement. Prior to 2020, ICE had contributed developed technology assets of $1.7 million, which is included in “Property, equipment and software, net” (see Note 6). The contribution from ICE and associated increase in “Members’ equity” for the Class A voting units issued was recognized over time as the services were provided. During the period from January 1, 2021 through October 14, 2021, ICE contributed $0.2 million of exchange and clearing license value based on costs incurred by IFUS and ICUS for executing and clearing bitcoin futures under the Triparty Agreement. This is shown as a reduction to “Net revenues” in the consolidated statements of operations and an increase to “Members’ equity” in the balance sheets. The reduction to revenue for the year ended December 31, 2022 and the period from October 15, 2021 through December 31, 2021 was immaterial.

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

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

Issuance of Class B Warrant

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

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


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

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

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

Since the strategic partner was also a customer of the Company, the issuance of the warrant was determined to be consideration payable to a customer and was recognized as a unit-based sales incentive at fair value on the warrant’s issuance date of $5.4 million, with a corresponding asset recognized and amortized over the term of the customer contract as a reduction to revenue. In October 2021, we updated our assessment of future revenue from its relationship with the strategic partner and determined that the carrying value of the customer consideration asset exceeded the revenue less cost to provide service expected to be recognized from this relationship. As a result, we recorded an impairment charge of $3.6 million to measure the fair value of the customer consideration asset at $0 based on Level 3 inputs. The impairment charge is reflected as “Impairment of long-lived assets”. Accordingly, Successor period transaction fees no longer reflect a reduction for the recognition of the customer consideration asset.

Issuance of Class C Warrant

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

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

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


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

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

In connection with the VIH Business Combination, the modified warrant units automatically converted into the right to purchase 793,352 Paired Interests in Opco at an exercise price of $1.11 per Paired Interest. As of December 31, 2022 and December 31, 2021, 172,055 modified warrant units have vested but have not been exercised, and the remaining 621,297 warrant units have not vested or been exercised. We recorded $1.0 million of expense during the period from January 1, 2021 through October 14, 2021 upon the vesting of the modified warrant units which is reflected in “Selling, general and administrative” in the consolidated statements of operations. No expenses were recorded in the year ended December 31, 2022 or the period from October 15, 2021 through December 31, 2021 since the service conditions were not probable of being met in those periods.

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

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Schedule of Basic and Diluted Per Share Computations For Net Loss

Net Loss per Share (Tables)

12 Months Ended

Dec. 31, 2022

Earnings Per Share [Abstract]

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):


	Year ended December 31, 2022		October 15, 2021 through December 31, 2021
Net loss per share:
Numerator – basic and diluted:
Net loss	$	(1,989,934)	$	(164,827)
Less: Net loss attributable to noncontrolling interest	(1,411,829)		(120,832)
Net loss attributable to Bakkt Holdings, Inc. – basic	$	(578,105)	$	(43,995)
Net loss and tax effect attributable to noncontrolling interests	$	—	$	—
Net loss attributable to Bakkt Holdings, Inc. – diluted	$	(578,105)	$	(43,995)

Denominator – basic and diluted:
Weighted average shares outstanding – basic	71,167,992		54,018,064
Weighted average shares outstanding – diluted	71,167,992		54,018,064

Net loss per share – basic	$	(8.12)	$	(0.81)
Net loss per share – diluted	$	(8.12)	$	(0.81)

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

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


	Year ended December 31, 2022	October 15, 2021 through December 31, 2021
RSUs	9,173	2,142
PSUs	4,609	—
Public warrants	7,141	7,141
Opco warrants	793	793
Opco unvested incentive units	2,242	4,831
Opco common units	181,241	201,440
Total	205,199	216,348

Goodwill and Intangible Assets, Net - Schedule of Intangible Assets (Details) - USD ($) $ in Thousands	3 Months Ended	9 Months Ended	12 Months Ended
	Dec. 31, 2022	Sep. 30, 2022	Dec. 31, 2022	Dec. 31, 2021
Indefinite-lived Intangible Assets [Line Items]
Impairment, Intangible Asset, Indefinite-Lived (Excluding Goodwill), Statement of Income or Comprehensive Income [Extensible Enumeration]			Net Carrying Amount
Finite-Lived Intangible Assets [Line Items]
Accumulated Amortization	$ (26,412)		$ (26,412)	$ (4,601)
Impairment, Intangible Asset, Finite-Lived, Statement of Income or Comprehensive Income [Extensible Enumeration]			Net Carrying Amount
Total	47,833		$ 47,833
Gross Carrying Amount	393,070		393,070	393,070
Impairment			(310,825)
Net Carrying Amount	55,833		55,833	388,469
Licenses
Indefinite-lived Intangible Assets [Line Items]
Gross Carrying Amount	241,320		241,320	241,320
Impairment	(110,000)	$ (131,300)	(241,320)
Net Carrying Amount	0		0	241,320
Trademarks / trade names
Indefinite-lived Intangible Assets [Line Items]
Gross Carrying Amount	39,470		39,470	39,470
Impairment	(5,000)	$ (26,500)	(31,470)
Net Carrying Amount	8,000		$ 8,000	$ 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	$ 67,310
Accumulated Amortization	(19,605)		(19,605)	(3,415)
Impairment			(38,035)
Total	9,670		$ 9,670	$ 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	$ 44,970
Accumulated Amortization	(6,807)		(6,807)	(1,186)
Total	$ 38,163		$ 38,163	$ 43,784

Fair Value Measurements - Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Assets:
U.S. Treasury debt securities	$ 141,062	$ 0
Liabilities:
Warrant liability—public warrants	785	17,424
U.S. treasury bonds
Assets:
U.S. Treasury debt securities	141,062	0
Fair Value, Recurring
Assets:
Total assets	156,854
Liabilities:
Total liabilities	16,577	17,424
Fair Value, Recurring \| U.S. treasury bonds
Assets:
U.S. Treasury debt securities	141,062
Fair Value, Recurring \| Level 1
Assets:
Total assets	141,062
Liabilities:
Total liabilities	785	17,424
Fair Value, Recurring \| Level 1 \| U.S. treasury bonds
Assets:
U.S. Treasury debt securities	141,062
Fair Value, Recurring \| Level 2
Assets:
Total assets	15,792
Liabilities:
Total liabilities	15,792	0
Fair Value, Recurring \| Level 2 \| U.S. treasury bonds
Assets:
U.S. Treasury debt securities	0
Fair Value, Recurring \| Level 3
Assets:
Total assets	0
Liabilities:
Total liabilities	0	0
Fair Value, Recurring \| Level 3 \| U.S. treasury bonds
Assets:
U.S. Treasury debt securities	0
Public Warrants \| Fair Value, Recurring
Liabilities:
Warrant liability—public warrants	785	17,424
Public Warrants \| Fair Value, Recurring \| Level 1
Liabilities:
Warrant liability—public warrants	785	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

Income Taxes - Schedule of Components of Income Tax Expense (Benefit) (Details) - USD ($) $ in Thousands	3 Months Ended	9 Months Ended	12 Months Ended
	Dec. 31, 2021	Oct. 14, 2021	Dec. 31, 2022
Current:
Foreign	$ 5	$ (763)	$ 68
Federal	0	161	0
State	18	0	184
Total current income tax expense (benefit)	23	(602)	252
Deferred:
Foreign	0	0	0
Federal	10,004	0	(9,390)
State	1,724	0	(2,182)
Total deferred income tax expense (benefit)	11,728	0	(11,572)
Total income tax expense (benefit)	$ 11,751	$ (602)	$ (11,320)

Consolidated Statements of Comprehensive Loss - USD ($) $ in Thousands	3 Months Ended	9 Months Ended	12 Months Ended
	Dec. 31, 2021	Oct. 14, 2021	Dec. 31, 2022
Statement of Comprehensive Income [Abstract]
Net loss	$ (164,827)	$ (139,219)	$ (1,989,934)
Currency translation adjustment, net of tax	(259)	248	(850)
Unrealized gains on available-for-sale securities, net of tax	0	0	59
Comprehensive loss	(165,086)		(1,990,725)
Comprehensive loss attributable to noncontrolling interest	(121,036)		(1,412,385)
Comprehensive loss attributable to Bakkt Holdings, Inc.	$ (44,050)	$ (138,971)	$ (578,340)

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.

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.

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

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Cash flows from operating activities:

Investments in Debt Securities - Summary of Available-for-Sale Debt Securities (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Debt Securities, Available-for-Sale, Unrealized Loss Position [Line Items]
Total available-for-sale securities	$ 141,003	$ 0
Unrealized Gains/(Losses), net	59	0
Fair Value	141,062	0
U.S. treasury bonds
Debt Securities, Available-for-Sale, Unrealized Loss Position [Line Items]
Total available-for-sale securities	141,003	0
Unrealized Gains/(Losses), net	59	0
Fair Value	$ 141,062	$ 0

Consolidated Balance Sheets (Parenthetical) - $ / shares	Dec. 31, 2022	Dec. 31, 2021	Oct. 15, 2021
Class A Common Stock
Common stock, par value (in dollars per share)	$ 0.0001	$ 0.0001	$ 0.0001
Common stock, authorized (in shares)	750,000,000	750,000,000
Common stock, shares issued (in shares)	80,926,843	57,164,388
Common stock, outstanding (in shares)	80,926,843	57,164,388
Class V Common Stock
Common stock, par value (in dollars per share)	$ 0.0001	$ 0.0001	$ 0.0001
Common stock, authorized (in shares)	250,000,000	250,000,000
Common stock, shares issued (in shares)	183,482,777	206,271,792
Common stock, outstanding (in shares)	183,482,777	206,271,792

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

3 Months Ended

9 Months Ended

12 Months Ended

Dec. 31, 2021

Oct. 14, 2021

Dec. 31, 2022

Net loss

$ (164,827)

$ (139,219)

$ (1,989,934)

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

Depreciation and amortization

5,422

9,512

25,350

Non-cash lease expense

249

946

2,679

Share-based compensation expense

1,022

31,557

Unit-based compensation expense

44,892

33,877

557

Forfeiture and cancellation of common units

(192)

(185)

Recognition of affiliate capital contribution

185

Amortization of customer consideration asset

1,743

Deferred income taxes

11,733

(11,594)

Impairment of long-lived assets

1,196

3,598

11,494

Goodwill and intangible assets impairments

1,822,089

Loss on disposal of assets

3,834

Loss on sale of shares of affiliate stock

(Gain) loss from change in fair value of warrant liability

79,373

(16,638)

(Gain) on extinguishment of software license liability

(1,301)

Modification and vesting of Class C warrant

969

Other

(129)

655

285

Changes in operating assets and liabilities:

Accounts receivable

(1,133)

(6,601)

(7,164)

Prepaid insurance

(31,121)

(351)

9,384

Deposits with clearinghouse

20,199

Accounts payable and accrued liabilities

(19,728)

23,292

744

^[1]

(1,696)

457

551

Deferred revenue

1,038

(2,364)

Operating lease liabilities

(12)

(822)

4,150

Customer funds payable

124

345

Other assets and liabilities

(7,283)

(801)

(2,433)

Net cash used in operating activities

(83,387)

(50,915)

(117,597)

Cash flows from investing activities:

Capitalized internal-use software development costs and other capital expenditures

(3,578)

(12,109)

(30,543)

Purchase of available-for-sale securities

(306,593)

Proceeds from the maturity of available-for-sale securities

165,175

Proceeds from disposal of assets

Proceeds from sale of shares of affiliate stock

1,759

Cash acquired through business combination

30,837

Net cash provided by (used in) investing activities:

27,259

(10,342)

(171,961)

Cash flows from financing activities:

Payment of finance lease liability

(404)

(97)

Repurchase of redeemed Class A common stock

(84,530)

Repurchase and retirement of Class A common stock

(2,586)

Payment of deferred underwriting fee

(7,258)

Proceeds from the exercise of warrants

37,117

Proceeds from PIPE, net of issuance costs

312,000

Net cash provided by (used in) financing activities:

256,925

(97)

(2,584)

Effect of exchange rate changes.

(307)

248

(850)

Net increase (decrease) in cash, cash equivalents, restricted cash and customer funds

200,490

(61,106)

(292,992)

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

30,837

91,943

408,415

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

408,415

30,837

115,423

Supplemental disclosure of cash flow information:

Cash paid for income taxes

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

10,347

11,006

Supplemental disclosure of non-cash investing and financing activity:

Issuance of Class A voting units in exchange of capital contribution

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

1,929

1,809

3,900

Cashless exercise of private placement warrants

64,978

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

Cash and cash equivalents

391,364

13,911

98,332

Restricted cash

16,500

Customer funds

551

426

591

Total cash, cash equivalents, restricted cash and customer funds

$ 408,415

$ 30,837

$ 115,423

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

Audit Information	12 Months Ended
Audit Information	Dec. 31, 2022
Audit Information [Abstract]
Auditor Firm ID	42
Auditor Name	Ernst & Young LLP
Auditor Location	Atlanta, GA

Commitment and Contingencies

12 Months Ended

Dec. 31, 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 year ended December 31, 2022, and the periods from October 15, 2021 through December 31, 2021 and January 1, 2021 through October 14, 2021, we recorded $3.2 million, $0.5 million and $1.6 million, respectively, of expenses related to the 401(k) plan, which is included in “Compensation and benefits” in the consolidated statements of operations

Tax Receivable Agreement

The Company is party to a TRA with certain Opco Equity Holders. As of December 31, 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. 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 consolidated statement of operations and comprehensive loss at that time.

Litigation

As described above, in October 2021, we completed our VIH 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 VIH Business Combination. On April 21, 2022, a putative class action was filed against Bakkt Holdings, Inc. and certain of its directors and officers prior to the VIH Business Combination in the U.S. District Court for the Eastern District of New York on behalf of certain purchasers of securities of VIH and/or purchasers of Bakkt Class A common stock issued in connection with the VIH Business Combination. On August 3, 2022, the Court appointed lead plaintiffs and lead counsel and on October 18, 2022, lead plaintiffs filed an amended complaint (the "Amended Complaint"). The Amended Complaint alleged that VIH made false or misleading statements and omissions of material fact in the registration statement and prospectus/proxy statement filing in connection with the VIH Business Combination and in other SEC filings made by VIH, in violation of federal securities laws in connection with disclosures relating to certain of VIH’s financial statements, accounting, and internal controls and that, as a result, VIH securities traded at artificially inflated prices. Plaintiffs sought certification of a class of purchasers of (1) VIH/Bakkt’s publicly traded securities between March 31, 2021 and November 19, 2021, and/or (2) Bakkt’s publicly traded securities pursuant and/or traceable to the registration statement. The Amended Complaint sought damages, as well as fees and costs. The Amended Complaint named as defendants only one current director, and no current officers, of Bakkt. On March 14, 2023, the parties reached a settlement in principle, and expect to complete a stipulation of settlement on or before April 10, 2023. We expect the settlement will be covered by our insurance less our contractual retention. On February 20, 2023, a derivative action related to the foregoing class action was filed against Bakkt Holdings, Inc. and all of its directors in the U.S. District Court for the Eastern District of New York.

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

Commercial Purchasing Card Facility

We, through our loyalty business, had a purchasing card facility with a bank that we utilized for redemption purchases made from vendors as part of our loyalty redemption platform. Expenditures made using the purchasing card facility were payable monthly, were not subject to formula-based restrictions and did not bear interest if amounts

outstanding were paid when due and in full. Among other covenants, the purchasing card facility required us to maintain a month-end cash balance of $40.0 million. In January 2021, the purchasing card facility was extended to April 15, 2022 in order to facilitate a long-term agreement on more favorable terms to us. Bakkt Holdings, Inc. served as the guarantor on behalf of our subsidiary under the commercial purchasing card facility. In April 2022, we further extended the maturity date of the purchasing card facility to August 12, 2022, to transition over to the purchasing card facility with Bank of America described below. The maturity date of the purchasing card facility was further extended as of August 12, 2022 to January 13, 2023. During September 2022, we paid off the majority of the remaining balance of the purchasing card facility. The purchasing card facility was closed during October 2022.

On April 7, 2022, we entered into a corporate card services agreement with Bank of America to provide a new purchasing card facility. Total borrowing capacity under the facility is $35 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 December 31, 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	$	15,500	$	—	$	—	$	17,750

Warrants - Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended	9 Months Ended	12 Months Ended
	Dec. 31, 2021	Oct. 14, 2021	Dec. 31, 2022
Class of Warrant or Right [Line Items]
Exercise price (in dollars per share)			$ 11.50
Proceeds from the exercise of warrants	$ 37,117	$ 0	$ 2
(Gain) loss from change in fair value of warrant liability	$ 79,373	$ 0	$ (16,638)
Class A Common Stock
Class of Warrant or Right [Line Items]
Number of shares entitled to holders of each warrant (in shares)			1
Conversion of stock (in shares)	7,194,928		22,475,871
Public Warrants
Class of Warrant or Right [Line Items]
Warrants outstanding (in shares)	7,141,035		7,140,808
Warrants exercised (in shares)	3,227,566		221
Proceeds from the exercise of warrants	$ 37,100		$ 100
(Gain) loss from change in fair value of warrant liability			$ (16,600)
Public Warrants \| Class A Common Stock
Class of Warrant or Right [Line Items]
Conversion of stock (in shares)			221
Private Placement Warrants
Class of Warrant or Right [Line Items]
Warrants outstanding (in shares)	0		0
Warrants exercised (in shares)	6,147,440

Income Taxes

12 Months Ended

Dec. 31, 2022

Income Tax Disclosure [Abstract]

Income Taxes

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

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


	Successor				Predecessor
	Year Ended December 31, 2022		October 15, 2021 through December 31, 2021		January 1, 2021 through October 14, 2021
Domestic	$	(2,001,449)	$	(153,831)	$	(142,376)
Foreign	195		755		2,555
Total loss before provision for income taxes	$	(2,001,254)	$	(153,076)	$	(139,821)

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


	Successor				Predecessor
	Year Ended December 31, 2022		October 15, 2021 through December 31, 2021		January 1, 2021 through October 14, 2021
Current:
Foreign	$	68	$	5	$	(763)
Federal	—		—		161
State	184		18		—
Total current income tax expense (benefit)	252		23		(602)
Deferred:
Foreign	—		—		—
Federal	(9,390)		10,004		—
State	(2,182)		1,724		—
Total deferred income tax expense (benefit)	(11,572)		11,728		—
Total income tax expense (benefit)	$	(11,320)	$	11,751	$	(602)


	Successor						Predecessor
	Year Ended December 31, 2022			October 15, 2021 through December 31, 2021			January 1, 2021 through October 14, 2021
Tax provision at federal statutory rate	$	(420,304)		$	(32,146)		$	(29,363)
Increase (decrease) in income tax resulting from:
Tax on income not subject to entity level federal income tax	—			—			29,859
State income taxes, net of federal tax effect	(34,316)			1,741			—
Noncontrolling interest	296,122			25,375			—
Fair value of warrant liability	(3,494)			16,668			—
Changes in valuation allowance	145,701			(50)			(301)
Stock compensation	3,862			—			—
Other	1,109			163			(797)
Provision for (benefit from) income taxes	$	(11,320)		$	11,751		$	(602)
Effective tax rate	0.66		%	(7.68)		%	0.43		%

The effective tax rate differs from the federal statutory rate primarily due to the loss allocated to noncontrolling interest that is not taxed to the Company and changes to the Company’s valuation allowance. The effective tax rate was

higher for the year ended December 31, 2022 compared to the period from October 15, 2021 through December 31, 2021 due to an increase in the Company’s valuation allowance.

For the period from January 1, 2021 through October 14, 2021, Opco and its subsidiaries were classified as partnerships or other pass through entities for U.S. federal income tax purposes.

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


	Successor
	December 31, 2022		December 31, 2021
Deferred tax assets:
Investment in partnership	111,046		—
Net operating loss carryforwards	14,656		5,011
Deferred and share-based compensation	2,965		252
Other	52		51
Total deferred tax assets	128,719		5,314
Less: valuation allowance	(126,039)		(3,115)
Net deferred tax assets	2,680		2,199
Deferred tax liabilities:
Investment in partnership	$	—	$	11,507
Intercompany asset with Opco	2,680		2,285
Total deferred tax liabilities	2,680		13,792
Net deferred tax liabilities	$	—	$	(11,593)

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

Deferred tax assets are reduced by a valuation allowance if, based on the weight of available evidence, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Our realizability of our deferred tax assets, in each jurisdiction, is dependent upon the generation of future taxable income sufficient to utilize the deferred tax assets on income tax returns, including the reversal of existing temporary differences, historical and projected operating results and tax planning strategies. We assessed that certain of our deferred tax assets were not more likely than not to be realized. The Company had a valuation allowance of $126.0 million and $3.1 million as of December 31, 2022 and 2021, respectively. The increase in the valuation allowance during the year was primarily related to the impact of tax over book basis on the Company's investment in partnership related to the impairment of goodwill and created intangibles at Opco, for which there was no corresponding step-up for tax purposes.

As of December 31, 2022, the Company had gross federal net operating loss carryforwards (“NOLs”) of $51.8 million, of which $0.4 million will begin to expire in 2037 and $51.4 million can be carried forward indefinitely. The Company also had state NOLs of $56.9 million which will begin to expire in 2037. As of December 31, 2021, the Company had gross NOLs of $17.1 million, of which $0.4 million will begin to expire in 2037 and $16.7 million can be carried forward indefinitely. The Company also had state NOLs of $21.4 million which will begin to expire in 2037.

The Company files income tax returns in the U.S., as well as various state and foreign jurisdictions. While the Company is not currently under examination in any of the applicable taxing jurisdictions, the Company is open to examination for federal, state, and foreign jurisdictions with varying statutes, ranging generally from three to five years.

Our non-U.S. subsidiaries are subject to Global Intangible Low-Taxed Income (“GILTI”) provisions under the Tax Cuts and Jobs Act. The Company has elected to recognize the tax expense related to GILTI as a period cost in the period incurred.

The effects of uncertain tax positions are recognized in the consolidated financial statements if these positions meet a “more-likely-than-not” threshold. For those uncertain tax positions that are recognized in the consolidated financial statements, liabilities are established to reflect the portion of those positions it cannot conclude “more-likely-than-not” to be realized upon ultimate settlement. The Company had no unrecognized tax benefits or related interest and penalties accrued as of both December 31, 2022 and 2021.

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.

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-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
-Publisher FASB
-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
-SubTopic 270
-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
-Topic 740
-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

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-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

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

Related Parties - Narrative (Details) - USD ($)	3 Months Ended	9 Months Ended	12 Months Ended
Related Parties - Narrative (Details) - USD ($)	Dec. 31, 2021	Oct. 14, 2021	Dec. 31, 2022	Jan. 19, 2021	Jan. 18, 2021
Related Party Transaction [Line Items]
Related party net revenues	$ 71,000	$ 136,000	$ 42,000
Default resource contribution	15,200,000		15,200,000
Interest income (expense), net	11,000	(247,000)	1,877,000
Due to related party	617,000		1,168,000
Accounts receivable, net	18,142,000		25,306,000
Realized loss on sale of investment		100,000
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	600,000		1,200,000
Accounts receivable, net	100,000
ICE \| Affiliated Entity
Related Party Transaction [Line Items]
Realized loss on sale of investment		100,000
ICE \| Transition Services Agreement \| Affiliated Entity
Related Party Transaction [Line Items]
Expenses	600,000		1,200,000
ICE \| Intercompany Services Agreement \| Affiliated Entity
Related Party Transaction [Line Items]
Expenses		1,500,000
IFUS and ICUS \| Triparty Agreement \| Affiliated Entity
Related Party Transaction [Line Items]
Related party net revenues	100,000	100,000	100,000
Rebates and incentive payments (contra-revenue)	100,000	200,000	100,000
Reduction in revenue related to capital contribution	0	200,000	0
ICUS \| Triparty Agreement \| Affiliated Entity
Related Party Transaction [Line Items]
Interest income (expense), net	$ 0	$ 0	$ 0
ICUS \| Triparty Agreement \| Affiliated Entity \| Bakkt Trust
Related Party Transaction [Line Items]
Default resource contribution				$ 15,000,000	$ 35,400,000

Related Parties	12 Months Ended
Related Parties	Dec. 31, 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 period January 1, 2021 through October 14, 2021, $1.5 million of expense was recorded in connection with this agreement and is reflected as “Related party expenses (affiliate in Predecessor period)” in the consolidated statements of operations. Prior to the VIH Business Combination, ICE also made various payroll distributions and payments to vendors on behalf of Opco and made unitary state income tax payments on behalf of DACC Technologies, Inc. and Digital Asset Custody Company, Inc. (collectively with DACC Technologies, Inc., “DACC”). We recorded no expense during the year ended December 31, 2022 under this agreement. Upon consummation of the VIH Business Combination, we entered into a Transition Services Agreement (the “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 $1.2 million and $0.6 million of expense related to the TSA for the year ended December 31, 2022 and the period from October 15, 2021 through December 31, 2021, respectively, which are reflected as “Related party expenses (affiliate in Predecessor period)” in the consolidated statements of operations and “Due to related party (affiliate in Predecessor period)” in the balance sheets. Triparty Agreements We recognized revenues related to the Triparty Agreement of less than $0.1 million, less than $0.1 million and $0.1 million for the year ended December 31, 2022 and the periods from October 15, 2021 through December 31, 2021 and January 1, 2021 through October 14, 2021, respectively, net of rebates and incentive payments (contra-revenue) of less than $0.1 million, less than $0.1 million and $0.2 million for the year ended December 31, 2022 and the periods from October 15, 2021 through December 31, 2021 and January 1, 2021 through October 14, 2021, respectively. The Triparty Agreement also required Bakkt Trust to make, and, subject to certain limits, to replenish as needed a $35.4 million default resource contribution to ICUS, to be used by ICUS in accordance with the ICUS rules. As described in Note 6, the contribution requirement was reduced to $15.0 million in 2021. The contribution is included in the “Deposits with clearinghouse” 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 year ended December 31, 2022 or the periods from October 15, 2021 through December 31, 2021 and January 1, 2021 through October 14, 2021. Prior to the VIH 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 for the period from January 1, 2021 through October 14, 2021 (Note 10). We did not recognize a material reduction in revenue related to this capital contribution for the year ended December 31, 2022 or the period from October 15, 2021 through December 31, 2021. Pursuant to a separate triparty agreement among ICE Futures Singapore (“IFS”), ICE Clear Singapore (“ICS”) and Opco, IFS and ICS provide trade execution and clearing services to customers that trade the cash-settled futures. To date, the cash settled contracts have not resulted in material net revenues payable to Opco. We expect the cash-settled futures contracts to be discontinued in the first quarter of 2023 and do not expect this to have a material impact on our business. As of December 31, 2022 and 2021, we had $1.2 million and $0.6 million, respectively, reflected as “Due to related party (affiliate in Predecessor period)” in the consolidated balance sheets related to the intercompany services agreement and Triparty Agreement. As of December 31, 2022, we did not have any amounts recorded within “Accounts receivable, net” in the consolidated balance sheets related to the intercompany services agreement and Triparty Agreement. As of December 31, 2021, we had $0.1 million recorded within “Accounts receivable, net” in the consolidated balance sheets related to the intercompany services agreement and Triparty Agreement. Other Contractual Relationships with ICE Prior to the withdrawal of Bakkt Clearing’s ICUS membership on May 20, 2020, Bakkt Clearing was required to hold shares of ICE stock for ICUS membership privileges. These shares were carried at cost basis and evaluated periodically for impairment. In connection with the withdrawal of Bakkt Clearing’s ICUS membership, these shares were remeasured at fair value, with unrealized gains and losses being reflected as “Other income (expense), net” in the consolidated statements of operations. In June 2021, Bakkt Clearing sold all of its shares of ICE stock. For the period from January 1, 2021 through October 14, 2021, we recorded a realized loss on the sale of shares of affiliate stock of $0.1 million.

Summary of Significant Accounting Policies - Narrative (Details)
$ in Thousands

3 Months Ended

9 Months Ended

12 Months Ended

Dec. 31, 2021

USD ($)

Oct. 14, 2021

USD ($)

Dec. 31, 2022

USD ($)

segment

Dec. 31, 2021

USD ($)

Number of operating segments | segment

Number of reportable segments | segment

Allowance for doubtful accounts

$ 200

Receivables, write-offs

$ 0

Impairment of long-lived assets

1,196

3,598

11,494

Goodwill and intangible assets impairments

1,822,089

Other income (expense), net

^[1]

11,481

27,956

54,567

832

487

(856)

Advertising expense

2,600

16,200

8,800

Realized loss on sale of investment

100

Cryptoassets

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

Other income (expense), net

1,000

Cryptoassets | Alternative Payment Platform, Consumer

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

Cryptoassets | Alternative Payment Platform, Trading Partners

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

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

Three Customers

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

$ 15,300

$ 28,600

Five Customers

Accounts Receivable | Customer Concentration Risk | Three Customers

$ 7,800

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

Customer concentration risk, percentage

65.00%

53.00%

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

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

Customer concentration risk, percentage

46.00%

55.00%

52.00%

Money Market Funds

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

Cash equivalents, invested in money market funds

$ 343,100

$ 200

$ 343,100

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

Business Combinations and Asset Acquisition - Opco Finite Lived Intangible Assets Acquired (Details) - USD ($) $ in Thousands		12 Months Ended
	Oct. 15, 2021	Dec. 31, 2022	Dec. 31, 2021
Customer relationships
Acquired Finite-Lived Intangible Assets [Line Items]
Weighted Average Useful Life (in years)		8 years	8 years
Technology
Acquired Finite-Lived Intangible Assets [Line Items]
Weighted Average Useful Life (in years)		4 years 2 months 12 days	4 years 2 months 12 days
Opco
Acquired Finite-Lived Intangible Assets [Line Items]
Weighted Average Useful Life (in years)	5 years 8 months 12 days
Intangible assets	$ 393,070
Opco \| Customer relationships
Acquired Finite-Lived Intangible Assets [Line Items]
Weighted Average Useful Life (in years)	8 years
Finite-lived intangible assets acquired	$ 44,970
Opco \| Technology
Acquired Finite-Lived Intangible Assets [Line Items]
Weighted Average Useful Life (in years)	4 years 2 months 12 days
Finite-lived intangible assets acquired	$ 67,310
Opco \| Trademarks / trade names
Acquired Finite-Lived Intangible Assets [Line Items]
Indefinite-lived intangible assets acquired	39,470
Opco \| Licenses
Acquired Finite-Lived Intangible Assets [Line Items]
Indefinite-lived intangible assets acquired	$ 241,320

Capital Requirements - Narrative (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021	Oct. 14, 2021
Financial Services, Banking And Thrift, Capital Requirements [Line Items]
Restricted cash	$ 16,500	$ 16,500	$ 16,500
Bakkt Trust
Financial Services, Banking And Thrift, Capital Requirements [Line Items]
Capital requirements, positive minimum net worth	15,000	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]
Wind-down costs	$ 7,100	5,500
Tangible member's equity	$ 27,700	$ 11,000

Goodwill and Intangible Assets, Net - Narrative (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended		12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Sep. 30, 2022	Oct. 14, 2021	Dec. 31, 2022
Indefinite-lived Intangible Assets [Line Items]
Goodwill, impairment loss	$ 121,400		$ 1,389,900		$ 1,511,264
Impairment valuation discount rate	15.50%		15.50%		15.50%
Difference between impairment valuation rate used and assumed	4.00%		4.00%		4.00%
Foreign currency translation impacts on goodwill		$ 100		$ 100	$ 100
Amortization of intangible assets		$ 4,600		$ 5,100	21,800
Licenses
Indefinite-lived Intangible Assets [Line Items]
Impairment	$ 110,000		$ 131,300		241,320
Trademarks / trade names
Indefinite-lived Intangible Assets [Line Items]
Impairment	5,000		$ 26,500		$ 31,470
Technology
Indefinite-lived Intangible Assets [Line Items]
Impairment	$ 38,000

Net Loss per Share

12 Months Ended

Dec. 31, 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 anti-dilutive securities are included in the table below.

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


	Year ended December 31, 2022		October 15, 2021 through December 31, 2021
Net loss per share:
Numerator – basic and diluted:
Net loss	$	(1,989,934)	$	(164,827)
Less: Net loss attributable to noncontrolling interest	(1,411,829)		(120,832)
Net loss attributable to Bakkt Holdings, Inc. – basic	$	(578,105)	$	(43,995)
Net loss and tax effect attributable to noncontrolling interests	$	—	$	—
Net loss attributable to Bakkt Holdings, Inc. – diluted	$	(578,105)	$	(43,995)

Denominator – basic and diluted:
Weighted average shares outstanding – basic	71,167,992		54,018,064
Weighted average shares outstanding – diluted	71,167,992		54,018,064

Net loss per share – basic	$	(8.12)	$	(0.81)
Net loss per share – diluted	$	(8.12)	$	(0.81)

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

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


	Year ended December 31, 2022	October 15, 2021 through December 31, 2021
RSUs	9,173	2,142
PSUs	4,609	—
Public warrants	7,141	7,141
Opco warrants	793	793
Opco unvested incentive units	2,242	4,831
Opco common units	181,241	201,440
Total	205,199	216,348

Stockholders’ Equity - Ownership Interests (Details) - shares	Dec. 31, 2022	Dec. 31, 2021
Bakkt Opco Holdings, LLC
Class of Stock [Line Items]
Ownership percentage, Total Opco Common Units outstanding	100.00%	100.00%
Bakkt Opco Holdings, LLC
Class of Stock [Line Items]
Opco Common Units (in shares)	264,409,620	263,436,180
Class A Common Stock \| Bakkt Opco Holdings, LLC
Class of Stock [Line Items]
Ownership percentage, Opco Common Units held by Bakkt Holdings, Inc.	31.00%	22.00%
Class A Common Stock \| Opco Common Units held by Bakkt Holdings, Inc. \| Bakkt Opco Holdings, LLC
Class of Stock [Line Items]
Opco Common Units (in shares)	80,926,843	57,164,388
Class V Common Stock \| Bakkt Opco Holdings, LLC
Class of Stock [Line Items]
Ownership percentage, Opco Common Units held by noncontrolling interest holders	69.00%	78.00%
Class V Common Stock \| Opco Common Units held by noncontrolling interest holders \| Bakkt Opco Holdings, LLC
Class of Stock [Line Items]
Opco Common Units (in shares)	183,482,777	206,271,792

Commitment and Contingencies (Tables)

12 Months Ended

Dec. 31, 2022

Commitments and Contingencies Disclosure [Abstract]

Schedule of Future Minimum Commitments

As of December 31, 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	$	15,500	$	—	$	—	$	17,750

Business Combinations and Asset Acquisition - Opco Assets Acquired And Liabilities Assumed (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021	Oct. 15, 2021
Business Acquisition [Line Items]
Goodwill	$ 15,852	$ 1,527,118
Opco
Business Acquisition [Line Items]
Cash and cash equivalents, restricted cash and customer funds			$ 30,837
Accounts receivable, net			17,009
Other current assets			5,090
Property, equipment and software			4,115
Deposits with clearinghouse, noncurrent (affiliate in Predecessor period)			15,151
Intangible assets			393,070
Goodwill			1,527,071
Deferred tax asset			140
Other assets			3,002
Total assets acquired			1,995,485
Accounts payable and accrued liabilities			(52,997)
Due to related party (affiliate in Predecessor period)			(2,313)
Other current liabilities			(3,140)
Deferred revenue, current			(4,665)
Participation unit liability			(6,756)
Deferred revenue, noncurrent			(4,758)
Other liabilities			(1,266)
Total liabilities assumed			(75,895)
Total purchase consideration			$ 1,919,590

Income Taxes - Schedule of Effective Income Tax Rate Reconciliation (Details) - USD ($) $ in Thousands	3 Months Ended	9 Months Ended	12 Months Ended
	Dec. 31, 2021	Oct. 14, 2021	Dec. 31, 2022
Income Tax Disclosure [Abstract]
Tax provision at federal statutory rate	$ (32,146)	$ (29,363)	$ (420,304)
Tax on income not subject to entity level federal income tax	0	29,859	0
State income taxes, net of federal tax effect	1,741	0	(34,316)
Noncontrolling interest	25,375	0	296,122
Fair value of warrant liability	16,668	0	(3,494)
Changes in valuation allowance	(50)	(301)	145,701
Stock compensation	0	0	3,862
Other	163	(797)	1,109
Total income tax expense (benefit)	$ 11,751	$ (602)	$ (11,320)
Effective tax rate	(7.68%)	0.43%	0.66%

Tax Receivable Agreement	12 Months Ended
Tax Receivable Agreement	Dec. 31, 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 is 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 December 31, 2022, 22,475,871 Opco common units were exchanged for Class A common stock. Refer to Note 14 regarding the contingency related to the TRA.

Fair Value Measurements - Reconciliation of Warrant Liability (Details) - Public warrants $ in Thousands	3 Months Ended
	Dec. 31, 2021 USD ($)
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Balance as of October 15, 2021	$ 14,631
Loss from fair value of warrant liability	50,347
Exercise of warrants	(64,978)
Balance as of December 31, 2021	$ 0

Goodwill and Intangible Assets, Net

12 Months Ended

Dec. 31, 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	(1,511,264)
Balance as of December 31, 2022	$	15,852

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 clients. 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.

During the fourth quarter of 2022 a number of high-profile bankruptcies among cryptoasset companies exacerbated the volatility in the market for our services we observed in earlier in the year. This created a further depression of our stock price and created additional uncertainty about our ability to achieve the growth we expected when the impairment test as of September 30, 2022 was performed. Accordingly, we concluded our indefnite-lived intangible assets, long-lived assets and goodwill should be quantitatively tested for impairment as of December 31, 2022.

We concluded the carrying value of the reporting unit exceeded its fair value and recorded an incremental goodwill impairment of $121.4 million.

Our goodwill impairment analyses 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.

For the impairment analysis conducted as of September 30, 2022 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.

For the impairment analysis conducted as of December 31, 2022 we also concluded that the fair value of our licenses, trademark/trade name indefinite lived intangible assets and the technology finite lived intangible asset associated with our mobile app fell below their carrying values and recorded impairments of $110.0 million, $5.0 million, and $38.0 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 VIH Business Combination. The higher discount rate reflects the higher risk-free rate and beta observed as of September 30, 2022 and December 31, 2022 as compared to the October 15, 2021 VIH Business Combination valuation date.

Our goodwill was impacted by foreign currency translation of less than $0.1 million during the year ended December 31, 2022 and the periods from October 15, 2021 through December 31, 2021 and January 1, 2021 through October 14, 2021, respectively.

Intangible assets consisted of the following (in thousands):


	Successor
	December 31, 2022
	Weighted Average Useful Life (in years)	Gross Carrying Amount		Accumulated Amortization		Impairment		Net Carrying Amount
Licenses	Indefinite	$	241,320	$	—	$	(241,320)	$	—
Trademarks / trade names	Indefinite	39,470		—		(31,470)		8,000
Technology	4.2	67,310		(19,605)		(38,035)		9,670
Customer relationships	8	44,970		(6,807)		—		38,163
Total		$	393,070	$	(26,412)	$	(310,825)	$	55,833


	Successor
	December 31, 2021
	Weighted Average Useful Life (in years)	Gross Carrying Amount		Accumulated Amortization		Impairment		Net Carrying Amount
Licenses	Indefinite	$	241,320	$	—	$	—	$	241,320
Trademarks / trade names	Indefinite	39,470		—		—		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 year ended December 31, 2022 was $21.8 million and is included in “Depreciation and amortization” in the consolidated statements of operations. Amortization of intangible assets for the periods from October 15, 2021 through December 31, 2021 and January 1, 2021 through October 14, 2021 was $4.6 million and $5.1 million, respectively, and is included in “Depreciation and amortization” in the consolidated statements of operations.

Estimated future amortization for definite-lived intangible assets as of December 31, 2022 was as follows (in thousands):


Years ending December 31:
2023	$	8,173
2024	8,196
2025	8,173
2026	7,628
2027	5,621
Thereafter	10,042
Total	$	47,833

Leases

12 Months Ended

Dec. 31, 2022

Leases [Abstract]

Leases

The Company leases real estate for office space under operating leases and office equipment under finance leases. During the year ended December 31, 2022, we entered into a new real estate lease for office space in New York, New York, that commenced on January 31, 2022. The lease has a term of 94 months and the total fixed lease payments over the term of the lease are $7.3 million. On April 25, 2022, we signed a lease agreement for call center office space in Alpharetta, Georgia. On May 12, 2022, we executed our option to lease additional space for the Alpharetta call center. The call center lease commenced on June 3, 2022. The lease has a term of 47 months and total fixed lease payments over the term of the lease are $5.9 million. We consider a lease to have commenced on the date when we are granted access to the leased asset. Several of the Company’s leases include escalation clauses for adjusting rentals. As of December 31, 2022, we do not have any active finance leases.

Our real estate leases have remaining lease terms as of December 31, 2022 ranging from 4 months to 117 months, with one of our leases containing an option to extend the term for a period of 5 years exercisable by us, which we were not reasonably certain of exercising at commencement. None of our leases contain an option to terminate the lease without cause at the option of either party during the lease term. Certain of our equipment leases provide us with the option to purchase the asset at the fair market value.

Certain of our real estate leasing agreements include terms requiring us to reimburse the lessor for its share of real estate taxes, insurance, operating costs and utilities which we account for as variable lease costs when incurred since we have elected not to separate lease and non-lease components, and hence are not included in the measurement of lease liability. There are no restrictions or covenants imposed by any of the leases, and none of our leases contain material residual value guarantees.

The discount rates for all of our leases are based on our estimated incremental borrowing rate since the rates implicit in the leases were not determinable. Our incremental borrowing rate is based on management’s estimate of the rate of interest we would have to pay to borrow on a fully collateralized basis over a similar term an amount equal to the lease payments in a similar economic environment.

We have elected the practical expedient under which lease components would not be separated from the non-lease components for all our classes of underlying assets. Accordingly, each lease component and the non-lease components

related to the lease component are accounted for as a single lease component. The components of total lease expense are as follows (in thousands):


	Successor				Predecessor
	Year Ended December 31, 2022		October 15, 2021 through December 31, 2021		January 1, 2021 through October 14, 2021
Finance lease cost
Amortization of right-of-use assets	$	—	$	—	$	108
Interest on lease liabilities	—		38		27
Operating lease cost	3,780		370		856
Short-term lease cost	13		33		202
Variable lease cost	15		10		56
Total lease cost	$	3,808	$	451	$	1,249

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


	Successor								Predecessor
	Year Ended December 31, 2022				October 15, 2021 through December 31, 2021				January 1, 2021 through October 14, 2021
	Operating Leases		Finance Leases		Operating Leases		Finance Leases		Operating Leases		Finance Leases
Cash paid for amounts included in the measurement of lease liabilities
Cash flow from financing activities	$	—	$	—	$	—	$	404	$	—	$	97
Cash flow from operating activities(1)	$	(3,068)	$	—	$	106	$	38	$	871	$	27
Supplemental non-cash information on lease liabilities arising from obtaining right-of-use assets	$	11,006	$	—	$	10,347	$	—	$	—	$	—

(1)Our real estate lease for office space in Alpharetta, Georgia required the landlord to reimburse certain expenditures incurred by us towards construction of improvements. The reimbursement was received during the year ended December 31, 2022 and exceeded the payments required to be made pursuant to the lease during the year.

The weighted average remaining lease term for our operating leases was 94 months, and the weighted average discount rate for our operating leases was 5.0%. We did not have any active finance leases as of December 31, 2022. We were not party to any short-term leases during the periods presented.

The following table shows balance sheet information about our leases:


		Successor
	Balance sheet classification	December 31, 2022		December 31, 2021
Operating leases:
Right-of-use assets	Other assets, noncurrent	$	19,632	$	11,239
Lease liabilities, current	Other current liabilities	$	3,014	$	615
Lease liabilities, noncurrent	Other liabilities, noncurrent	$	23,402	$	10,647
Finance leases:
Right-of-use assets	Other assets, noncurrent	$	—	$	—
Lease liabilities, current	Other current liabilities	$	—	$	—
Lease liabilities, noncurrent	Other liabilities, noncurrent	$	—	$	—

Future minimum lease payments under non-cancellable leases as of December 31, 2022 were as follows:


	Operating Leases
For the year ended December 31,
2023	$	4,271
2024	4,599
2025	4,702
2026	3,450
2027	2,947
Thereafter	12,319
Total undiscounted lease payments	$	32,288
Less: imputed interest	$	(5,872)
Total lease liability	$	26,416
Current	$	3,014
Noncurrent	$	23,402

Leases

related to the lease component are accounted for as a single lease component. The components of total lease expense are as follows (in thousands):


	Successor				Predecessor
	Year Ended December 31, 2022		October 15, 2021 through December 31, 2021		January 1, 2021 through October 14, 2021
Finance lease cost
Amortization of right-of-use assets	$	—	$	—	$	108
Interest on lease liabilities	—		38		27
Operating lease cost	3,780		370		856
Short-term lease cost	13		33		202
Variable lease cost	15		10		56
Total lease cost	$	3,808	$	451	$	1,249

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


	Successor								Predecessor
	Year Ended December 31, 2022				October 15, 2021 through December 31, 2021				January 1, 2021 through October 14, 2021
	Operating Leases		Finance Leases		Operating Leases		Finance Leases		Operating Leases		Finance Leases
Cash paid for amounts included in the measurement of lease liabilities
Cash flow from financing activities	$	—	$	—	$	—	$	404	$	—	$	97
Cash flow from operating activities(1)	$	(3,068)	$	—	$	106	$	38	$	871	$	27
Supplemental non-cash information on lease liabilities arising from obtaining right-of-use assets	$	11,006	$	—	$	10,347	$	—	$	—	$	—

The following table shows balance sheet information about our leases:


		Successor
	Balance sheet classification	December 31, 2022		December 31, 2021
Operating leases:
Right-of-use assets	Other assets, noncurrent	$	19,632	$	11,239
Lease liabilities, current	Other current liabilities	$	3,014	$	615
Lease liabilities, noncurrent	Other liabilities, noncurrent	$	23,402	$	10,647
Finance leases:
Right-of-use assets	Other assets, noncurrent	$	—	$	—
Lease liabilities, current	Other current liabilities	$	—	$	—
Lease liabilities, noncurrent	Other liabilities, noncurrent	$	—	$	—

Future minimum lease payments under non-cancellable leases as of December 31, 2022 were as follows:


	Operating Leases
For the year ended December 31,
2023	$	4,271
2024	4,599
2025	4,702
2026	3,450
2027	2,947
Thereafter	12,319
Total undiscounted lease payments	$	32,288
Less: imputed interest	$	(5,872)
Total lease liability	$	26,416
Current	$	3,014
Noncurrent	$	23,402

Subsequent Events (Details) - Subsequent Event $ in Millions	Mar. 09, 2023 USD ($) employee
Subsequent Event [Line Items]
Percent of employees terminated	16.00%
Number of employees terminated \| employee	49
Minimum
Subsequent Event [Line Items]
Estimated expenses from workforce reduction	$ 3.7
Maximum
Subsequent Event [Line Items]
Estimated expenses from workforce reduction	$ 4.1

Revenue from Contracts with Clients (Tables)

12 Months Ended

Dec. 31, 2022

Revenue from Contract with Customer [Abstract]

Disaggregation of Revenue

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


	Successor				Predecessor
Service Type	Year ended December 31, 2022		October 15, 2021 through December 31, 2021		January 1, 2021 through October 14, 2021
Transaction revenue, net(a)	$	27,884	$	5,724	$	10,637
Subscription and service revenue	26,683		5,757		17,319
Total revenue	$	54,567	$	11,481	$	27,956

(a)Amounts are net of incentives, rebates and liquidity payments, reductions related to the Contribution Agreement and consideration payable to certain customers of $0.6 million for the year ended December 31, 2022, and less than $0.1 million and $2.1 million for the periods from October 15, 2021 through December 31, 2021 and from January 1, 2021 through October 14, 2021, respectively. Included in these amounts are amounts earned from related parties of less than $0.1 million for the year ended December 31, 2022, and less than $0.1 million and $0.3 million for the periods from October 15, 2021 through December 31, 2021 and from January 1, 2021 through October 14, 2021, respectively.


	Successor				Predecessor
Platform	Year ended December 31, 2022		October 15, 2021 through December 31, 2021		January 1, 2021 through October 14, 2021
Loyalty redemption platform	54,479		11,315		29,179
Crypto services(b)	88		166		(1,223)
Total revenue	$	54,567	$	11,481	$	27,956

(b)Amounts are net of incentives, rebates and liquidity payments, reductions related to the Contribution Agreement and consideration payable to certain customers of $0.6 million for the year ended December 31, 2022, and less than $0.1 million and $2.1 million for the periods from October 15, 2021 through December 31, 2021 and from January 1, 2021 through October 14, 2021, respectively. Included in these amounts are amounts earned from related parties of less than $0.1 million for the year ended December 31, 2022, and less than $0.1 million and $0.3 million for the periods from October 15, 2021 through December 31, 2021 and from January 1, 2021 through October 14, 2021, respectively.

Contract Liabilities

The activity in deferred revenue for the year ended December 31, 2022 and for the periods from October 15, 2021 through December 31, 2021 and January 1, 2021 through October 14, 2021 was as follows (in thousands):


	Successor				Predecessor
	Year ended December 31, 2022		October 15, 2021 through December 31, 2021		January 1, 2021 through October 14, 2021
Beginning of the period contract liability	$	9,448	$	9,423	$	8,385
Revenue recognized from contract liabilities included in the beginning balance	(4,739)		(1,350)		(3,524)
Increases due to cash received, net of amounts recognized in revenue during the period	2,375		1,375		4,562
End of the period contract liability	$	7,084	$	9,448	$	9,423

Consolidated Balance Sheet Components (Tables)

12 Months Ended

Dec. 31, 2022

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Schedule of Accounts Receivable

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


	As of
	December 31, 2022		December 31, 2021
Trade accounts receivable	$	16,284	$	11,404
Unbilled receivables	6,445		5,448
Other receivables	2,787		1,500
Total accounts receivable	25,516		18,352
Less: Allowance for doubtful accounts	(210)		(210)
Total	$	25,306	$	18,142

Schedule of Property, Equipment and Software, Net

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

Successor

Predecessor

Year ended December 31, 2022

October 15, 2021 through December 31, 2021

January 1, 2021 through October 14, 2021

Internal use software

3-7 years

Purchased software

3 years

Assets under finance lease

2-5 years

Office, furniture and equipment

7-10 years

Leasehold improvements

7 years

Other computer and network equipment

3 years

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


	As of
	December 31, 2022		December 31, 2021
Internal-use software	$	4,383	$	3,550
Purchased software	99		17
Office furniture and equipment	2,303		19
Other computer and network equipment	4,732		2,991
Leasehold improvements	10,102		277
Property, equipment and software, gross	21,619		6,854
Less: Accumulated amortization and depreciation.	(1,875)		(733)
Total	$	19,744	$	6,121

Schedule of Other Assets

Other assets consisted of the following (in thousands):


	As of
	December 31, 2022		December 31, 2021
Operating lease right-of-use assets	$	19,632	$	11,239
Other	2,826		2,640
Total	$	22,458	$	13,879

Schedule of Accounts Payable and Accrued Liabilities

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


	As of
	December 31, 2022		December 31, 2021
Accounts payable	$	25,975	$	10,646
Accrued expenses	15,537		20,130
Purchasing card payable	10,686		17,698
Salaries and benefits payable	13,926		13,349
Other	663		2,267
Total	$	66,787	$	64,090

Other Current Liabilities

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


	As of
	December 31, 2022		December 31, 2021
Participation units liability, current	$	275	$	2,027
Current maturities of operating lease liability	3,014		615
Other	530		1,075
Total	$	3,819	$	3,717

Other Noncurrent Liabilities

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


	As of
	December 31, 2022		December 31, 2021
Participation units liability, noncurrent	$	—	$	2,027
Operating lease liability, noncurrent	23,402		10,647
Total	$	23,402	$	12,674

Revenue from Contracts with Customers

12 Months Ended

Dec. 31, 2022

Revenue from Contract with Customer [Abstract]

Revenue from Contracts with Customers

Disaggregation of Revenue

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


	Successor				Predecessor
Service Type	Year ended December 31, 2022		October 15, 2021 through December 31, 2021		January 1, 2021 through October 14, 2021
Transaction revenue, net(a)	$	27,884	$	5,724	$	10,637
Subscription and service revenue	26,683		5,757		17,319
Total revenue	$	54,567	$	11,481	$	27,956


	Successor				Predecessor
Platform	Year ended December 31, 2022		October 15, 2021 through December 31, 2021		January 1, 2021 through October 14, 2021
Loyalty redemption platform	54,479		11,315		29,179
Crypto services(b)	88		166		(1,223)
Total revenue	$	54,567	$	11,481	$	27,956

We recognized revenue from foreign jurisdictions of $3.8 million for the year ended December 31, 2022, and $0.8 million and $2.6 million for the periods from October 15, 2021 through December 31, 2021 and from January 1, 2021 through October 14, 2021, respectively.

We have one reportable segment. See Note 2 for additional information.

Deferred Revenue

Contract liabilities consist of deferred revenues for amounts invoiced prior to us meeting the criteria for revenue recognition. We invoice customers for service fees at the time the service is performed, and such fees are recognized as revenue over time as we satisfy its performance obligation. Contract liabilities are classified as “Deferred revenue, current” and “Deferred revenue, noncurrent” in our consolidated balance sheets. The activity in deferred revenue for the year ended December 31, 2022 and for the periods from October 15, 2021 through December 31, 2021 and January 1, 2021 through October 14, 2021 was as follows (in thousands):


	Successor				Predecessor
	Year ended December 31, 2022		October 15, 2021 through December 31, 2021		January 1, 2021 through October 14, 2021
Beginning of the period contract liability	$	9,448	$	9,423	$	8,385
Revenue recognized from contract liabilities included in the beginning balance	(4,739)		(1,350)		(3,524)
Increases due to cash received, net of amounts recognized in revenue during the period	2,375		1,375		4,562
End of the period contract liability	$	7,084	$	9,448	$	9,423

Remaining Performance Obligations

As of December 31, 2022, the aggregate amount of the transaction price allocated to the remaining performance obligations related to partially completed contracts was $27.5 million, comprised of $20.4 million of subscription fees and $7.1 million of service fees that are deferred. We will recognize our subscription fees as revenue over a weighted-average period of 35 months (ranges from 2 months – 45 months) and our service fees as revenue over approximately 17 months.

As of December 31, 2021, the aggregate amount of the transaction price allocated to the remaining performance obligations related to partially completed contracts is $26.0 million, comprised of $16.6 million of subscription fees and $9.4 million of service fees that are deferred. We will recognize our subscription fees as revenue over a weighted-average period of 50 months (ranges from 10 months – 57 months) and our service fees as revenue over approximately 36 months.

Contract Costs

For the year ended December 31, 2022, we did not incur any incremental costs to obtain and/or fulfill contracts with customers. For the periods from October 15, 2021 through December 31, 2021 and January 1, 2021 through October 14, 2021, we incurred $0.1 million and $0.7 million in incremental costs to obtain and/or costs to fulfill contracts with customers, respectively.

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

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

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 10
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130551-203045

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 13
-Subparagraph (b)(2)
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130556-203045

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130554-203045

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 9
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130550-203045

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (e)
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130554-203045

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130554-203045

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (d)
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130554-203045

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 15
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130558-203045

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (c)
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130554-203045

Schedule of Income before Income Tax, Domestic and Foreign

Income Taxes (Tables)

12 Months Ended

Dec. 31, 2022

Income Tax Disclosure [Abstract]

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


	Successor				Predecessor
	Year Ended December 31, 2022		October 15, 2021 through December 31, 2021		January 1, 2021 through October 14, 2021
Domestic	$	(2,001,449)	$	(153,831)	$	(142,376)
Foreign	195		755		2,555
Total loss before provision for income taxes	$	(2,001,254)	$	(153,076)	$	(139,821)

Schedule of Components of Income Tax Expense (Benefit)

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


	Successor				Predecessor
	Year Ended December 31, 2022		October 15, 2021 through December 31, 2021		January 1, 2021 through October 14, 2021
Current:
Foreign	$	68	$	5	$	(763)
Federal	—		—		161
State	184		18		—
Total current income tax expense (benefit)	252		23		(602)
Deferred:
Foreign	—		—		—
Federal	(9,390)		10,004		—
State	(2,182)		1,724		—
Total deferred income tax expense (benefit)	(11,572)		11,728		—
Total income tax expense (benefit)	$	(11,320)	$	11,751	$	(602)

Schedule of Effective Income Tax Rate Reconciliation


	Successor						Predecessor
	Year Ended December 31, 2022			October 15, 2021 through December 31, 2021			January 1, 2021 through October 14, 2021
Tax provision at federal statutory rate	$	(420,304)		$	(32,146)		$	(29,363)
Increase (decrease) in income tax resulting from:
Tax on income not subject to entity level federal income tax	—			—			29,859
State income taxes, net of federal tax effect	(34,316)			1,741			—
Noncontrolling interest	296,122			25,375			—
Fair value of warrant liability	(3,494)			16,668			—
Changes in valuation allowance	145,701			(50)			(301)
Stock compensation	3,862			—			—
Other	1,109			163			(797)
Provision for (benefit from) income taxes	$	(11,320)		$	11,751		$	(602)
Effective tax rate	0.66		%	(7.68)		%	0.43		%

Schedule of Deferred Tax Assets and Liabilities

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


	Successor
	December 31, 2022		December 31, 2021
Deferred tax assets:
Investment in partnership	111,046		—
Net operating loss carryforwards	14,656		5,011
Deferred and share-based compensation	2,965		252
Other	52		51
Total deferred tax assets	128,719		5,314
Less: valuation allowance	(126,039)		(3,115)
Net deferred tax assets	2,680		2,199
Deferred tax liabilities:
Investment in partnership	$	—	$	11,507
Intercompany asset with Opco	2,680		2,285
Total deferred tax liabilities	2,680		13,792
Net deferred tax liabilities	$	—	$	(11,593)

Consolidated Balance Sheet Components - Property, Equipment and Software, Net (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Property, Plant and Equipment [Line Items]
Property, equipment and software, gross	$ 21,619	$ 6,854
Less: Accumulated amortization and depreciation.	(1,875)	(733)
Total	19,744	6,121
Internal use software
Property, Plant and Equipment [Line Items]
Property, equipment and software, gross	4,383	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	2,303	19
Other computer and network equipment
Property, Plant and Equipment [Line Items]
Property, equipment and software, gross	4,732	2,991
Leasehold improvements
Property, Plant and Equipment [Line Items]
Property, equipment and software, gross	$ 10,102	$ 277

Capital Requirements	12 Months Ended
Capital Requirements	Dec. 31, 2022
Financial Services, Banking and Thrift [Abstract]
Capital Requirements	Capital Requirements Bakkt Trust Company LLC 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 both December 31, 2022 and 2021, Bakkt Trust had determined that $16.5 million, should be set aside to satisfy these requirements, which is reflected as “Restricted cash” in the consolidated balance sheets. Bakkt Clearing, LLC (“Bakkt Clearing”) was registered as a futures commission merchant (“FCM”) with the Commodity Futures Trading Commission (“CFTC”) and was a member of the National Futures Association (“NFA”). Bakkt Clearing was subject to CFTC Regulation 1.17, and the NFA capital requirements. Under these requirements, it was generally required to maintain “adjusted net capital” equivalent to the greater of $1.0 million or the sum of 8 percent of customer and noncustomer risk maintenance margin requirements on all positions, as defined. On May 20, 2022, we withdrew Bakkt Clearing’s registration in the CFTC and membership in the NFA, which was effective on June 20, 2022. Accordingly, as of December 31, 2022, Bakkt Clearing no longer was required to maintain capital under the rules described above. Bakkt Marketplace, LLC is required to maintain tangible net worth of a minimum amount. This amount increased due to several states adopting the Model Money Transmission Modernization Act, which defined tangible net worth as the aggregate assets of a licensee excluding all intangible assets, less liabilities. In addition to the tangible net worth requirement, Bakkt Marketplace is also required to maintain tangible member's equity of a minimum amount, plus the amount of customer funds held in transit since it holds money transmitter licenses and has a virtual currency license (or “BitLicense”) from the NYDFS, which subjects it to NYDFS’ oversight with respect to business activities conducted in New York State and with New York residents. Tangible member's equity is member's equity minus intangible assets, and is equivalent to tangible net worth.Bakkt Marketplace is also required to maintain positive net worth equal to its wind-down costs, or expected costs associated with the orderly wind-down of the business. As of December 31, 2022 and December 31, 2021, wind-costs amounted to $7.1 million and $5.5 million, respectively. As of December 31, 2022 and December 31, 2021, tangible net worth was $27.7 million and $11.0 million, respectively, which was in excess of wind-down costs, tangible net worth, and tangible member’s equity requirements. The minimum capital requirements to which our subsidiaries are subject may restrict their ability to transfer cash. We may also be required to transfer cash to our subsidiaries for them to be able to continue to meet these minimum capital requirements.

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

3 Months Ended

9 Months Ended

12 Months Ended

Dec. 31, 2021

Oct. 14, 2021

Dec. 31, 2022

Related party net revenues

^[1]

$ 11,481

$ 27,956

$ 54,567

136

Loyalty redemption platform

11,315

29,179

54,479

Crypto services

166

(1,223)

Transaction revenue, net

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

5,724

10,637

27,884

100

2,100

600

Related party net revenues

100

300

100

Subscription and service revenue

$ 5,757

$ 17,319

$ 26,683

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

Amount, excluding tax collected from customer, of revenue from satisfaction of performance obligation by transferring promised good or service to customer. Tax collected from customer is tax assessed by governmental authority that is both imposed on and concurrent with specific revenue-producing transaction, including, but not limited to, sales, use, value added and excise.

Business Combination and Asset Acquisition [Abstract]

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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Consolidated Balance Sheet Components - Narrative (Details) - USD ($) $ in Thousands			3 Months Ended	9 Months Ended	12 Months Ended
	Feb. 03, 2021	Jan. 19, 2021	Dec. 31, 2021	Oct. 14, 2021	Dec. 31, 2022	Jan. 18, 2021
Property, Plant and Equipment [Line Items]
Depreciation and amortization expense			$ 800	$ 4,400	$ 3,500
Amortization expense of capitalized internal-use software placed in service			400	3,600	1,700
Impairment of long-lived assets			1,196	$ 3,598	11,494
Default resource contribution			15,200		15,200
Internal use software
Property, Plant and Equipment [Line Items]
Impairment of long-lived assets					8,700
Bakkt Trust
Property, Plant and Equipment [Line Items]
Default resource contribution		$ 15,200				$ 35,400
Self-certification period		14 days
Default resource contribution, amount returned	$ 20,200
Cash margins (less than)					$ 100
License Agreements
Property, Plant and Equipment [Line Items]
Impairment of long-lived assets			1,200
Minimum annual usage fee for software license agreement			700
Fair value of impaired asset			0
Income from extinguishment of software license liability			$ 1,300

Tax Receivable Agreement - Narrative (Details) - shares	3 Months Ended	12 Months Ended
Tax Receivable Agreement - Narrative (Details) - shares	Dec. 31, 2021	Dec. 31, 2022	Oct. 15, 2021
Class A Common Stock
Conversion of Stock [Line Items]
Conversion of stock (in shares)	7,194,928	22,475,871
Opco common units
Conversion of Stock [Line Items]
TRA, percent of income tax benefits payable to exchanging stockholders			85.00%

Business Combinations and Asset Acquisition (Tables)

12 Months Ended

Dec. 31, 2022

Schedule of Business Acquisitions, by Acquisition

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


	Consideration
Equity consideration paid to Opco Equity Holders(1)	$	1,904,648
Cash paid for redeemed Opco Incentive Units(2)	1,488
Cash paid for seller transaction costs(3)	13,454
Total purchase consideration	$	1,919,590


	Fair Value
Opco common units	189,933
Fair value per unit	$	9.46
Fair value of Opco common units	$	1,796,769
Fair value of Opco common incentive units based on services rendered	107,879
Equity consideration paid to Opco Equity Holders	$	1,904,648

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

Schedule of Recognized Identified Assets Acquired and Liabilities Assumed


	Fair Value
Cash and cash equivalents, restricted cash and customer funds	$	30,837
Accounts receivable, net	17,009
Other current assets	5,090
Property, equipment and software	4,115
Deposits with clearinghouse, noncurrent (affiliate in Predecessor period)	15,151
Intangible assets	393,070
Goodwill	1,527,071
Deferred tax asset	140
Other assets	3,002
Total assets acquired	1,995,485
Accounts payable and accrued liabilities	(52,997)
Due to related party (affiliate in Predecessor period)	(2,313)
Other current liabilities	(3,140)
Deferred revenue, current	(4,665)
Participation unit liability	(6,756)
Deferred revenue, noncurrent	(4,758)
Other liabilities	(1,266)
Total liabilities assumed	(75,895)
Total purchase consideration	$	1,919,590

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

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


	Weighted Average Useful Lives (in years)	Fair Value
Trademarks / trade names (1)	Indefinite	$	39,470
Licenses (2)	Indefinite	241,320
Customer relationships (3)	8.0	44,970
Technology (4)	4.2	67,310
Total intangible assets acquired		$	393,070

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

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

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

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

Summary of Significant Accounting Policies

12 Months Ended

Dec. 31, 2022

Accounting Policies [Abstract]

Summary of Significant Accounting Policies

Basis of Presentation and Consolidation

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

the historical and ongoing management structure, and (5) how management discusses our business in this Form 10-K. In considering the foregoing principles of predecessor determination in light of our specific facts and circumstances, we determined that Opco is the predecessor for accounting purposes. The financial statement presentation includes the financial statements of Opco as “Predecessor” for periods prior to the Closing Date and the financial statements of the Company as “Successor” for the period after the Closing Date, including the consolidation of Opco. Refer to Note 4 for further discussion on the VIH Business Combination.

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

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

Use of Estimates

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. We base our estimates on historical experience and various other assumptions that we believe to be reasonable under the circumstances. The significant estimates and assumptions that affect the financial statements may include, but are not limited to, those that are related to income tax valuation allowances, useful lives of intangible assets and property, equipment and software, fair value of financial assets and liabilities, determining provision for doubtful accounts, valuation of acquired tangible and intangible assets and the impairment of intangible assets and goodwill, as well as fair market value of Opco common units, incentive units and participation units in the Predecessor period. Actual results may materially differ from management’s estimates.

Segment Information

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

Cash and Cash Equivalents and Restricted Cash

We consider all short-term, highly liquid investments with maturities from the purchase date of three months or less to be cash equivalents. Cash equivalents consists of amounts invested in money market funds of $0.2 million and $343.1 million as of December 31, 2022 and 2021, respectively.

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

Customer Funds and Customer Funds Payable

Customer funds represents fiat currency deposited in digital wallets. In accordance with state money transmitter laws, we may invest customer cash deposits in certain permissible investments. As of December 31, 2022, we had not made any such investments. We classify the assets as current since they are readily available for customer use with a corresponding customer funds payable liability.

Translation of Foreign Currencies and Foreign Currency Transactions

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

Transactions denominated in currencies other than the functional currency are remeasured based on the exchange rates at the time of the transaction. Monetary assets and liabilities are translated at the rate in effect at the balance sheet date, with subsequent changes in exchange rates resulting in transaction gains or losses, which are included in “Other income (expense), net” in the consolidated statements of operations. Non-monetary assets and liabilities are translated at historical rates and revenue and expenses are translated at average rates in effect during each reporting period.

Accounts Receivable and Allowance for Doubtful Accounts

We classify rights to consideration in exchange for services or goods as accounts receivables. Accounts receivable are rights to consideration that are unconditional (i.e., only the passage of time is required before payment is due). “Accounts receivable, net” includes billed and contract assets (i.e., unbilled receivables), net of an estimated allowance for doubtful accounts. We calculate the allowance using the current expected credit loss model. The allowance is based upon historical loss patterns, the number of days that billings are past due and, an evaluation of the potential risk of loss associated with delinquent accounts and incorporates the use of forward-looking information over the contractual term of our accounts receivable. Receivables are written-off and charged against our recorded allowance when we have exhausted collection efforts without success. The allowance for doubtful accounts was $0.2 million and $0.2 million as of December 31, 2022 and 2021, respectively. There were no write-offs of receivables during the year ended December 31, 2022, and the periods from October 15, 2021 through December 31, 2021 and January 1, 2021 through October 14, 2021.

Property, Equipment and Software, Net

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

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

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

Successor

Predecessor

Year ended December 31, 2022

October 15, 2021 through December 31, 2021

January 1, 2021 through October 14, 2021

Internal use software

3-7 years

Purchased software

3 years

Assets under finance lease

2-5 years

Office, furniture and equipment

7-10 years

Leasehold improvements

7 years

Other computer and network equipment

3 years

Leases

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

The lease liability for each lease is recognized as the present value of the lease payments not yet paid at the commencement date. The right-of-use (“ROU”) asset for each lease is recorded at the amount equal to the initial measurement of lease liability, adjusted for balances of prepaid rent, lease incentives received and initial direct costs incurred.

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

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

Impairment of Long-Lived Assets

Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying value of the asset may not be recoverable. The period of depreciation and amortization of long-lived assets is evaluated to determine whether events or circumstances warrant revised estimates of useful lives. When indicators of impairment are present, the recoverability of our long-lived assets is determined by comparing the carrying value of the long-lived assets to the total amount of undiscounted net cash flows expected to result from the use of the assets and their eventual disposition. If the estimated future undiscounted cash flows demonstrate the long-lived assets are not recoverable, an impairment loss would be calculated based on the excess of the carrying amounts of the long-lived assets over their fair value. We recorded impairment charges of $11.5 million, $1.2 million and $3.6 million related to long-lived assets during the year ended December 31, 2022, and the periods from October 15, 2021 through December 31, 2021 and January 1, 2021 through October 14, 2021, respectively. Refer to Note 6 for additional information.

Business Combinations

We account for our business combinations using the acquisition accounting method, which requires us to determine the fair value of identifiable assets acquired and liabilities assumed, including any contingent consideration, to properly allocate the purchase price to the individual assets acquired and liabilities assumed and record any residual purchase price as goodwill in accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 805, Business Combinations. We identify and attribute fair values and estimated lives to the intangible assets acquired and allocate the total cost of an acquisition to the underlying net assets based on their respective estimated fair values. Determining the fair value of assets acquired and liabilities assumed requires management’s judgment and involves the use of significant estimates, including projections of future cash inflows and outflows, discount rates and asset lives. These determinations will affect the amount of amortization expense recognized in future periods. We base our fair value estimates on assumptions we believe are reasonable but recognizes that the assumptions are inherently uncertain.

For business combinations effected through a common control transaction, we measure the recognized net assets of the acquiree at the carrying amounts of the net assets previously recognized by our related party. We reflect the

operations of entities acquired through a common control transaction in our financial statements as of the first date in the reporting period or as of the date that the entity was acquired by our related party, as applicable.

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

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

Goodwill and Intangible Assets

Goodwill and intangible assets that have indefinite useful lives are accounted for in accordance with ASC 350, Intangibles — Goodwill and Other. We allocate the cost of an acquired entity to the assets acquired and liabilities assumed based on their estimated fair values at the date of acquisition. The excess of the acquisition consideration transferred over the fair value of the net assets acquired, including other intangible assets, is recorded as goodwill. Goodwill is tested for impairment at the reporting unit level, and we are organized and operate as a single reporting unit. Goodwill and indefinite-lived intangible assets are tested at least annually or more frequently when events or circumstances occur that indicate that it is more likely than not that an impairment has occurred. In assessing goodwill and intangible assets for impairment, we first assess qualitative factors to determine whether it is necessary to perform the quantitative impairment test. In the qualitative assessment, we may consider factors such as economic conditions, industry and market conditions and developments, overall financial performance and other relevant entity-specific events in determining whether it is more likely than not that the fair value of the reporting unit is less than the carrying amount. Should we conclude that it is more likely than not that the recorded goodwill and intangible assets amounts have been impaired, we would perform the impairment test. An impairment loss is recognized in earnings if the estimated fair value of a reporting unit or indefinite lived intangible asset is less than the carrying amount of the reporting unit or intangible asset. Significant judgment is applied when goodwill and intangible assets are assessed for impairment.

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

We recorded $1,822.1 million of impairment charges related to goodwill and other intangible assets during the year ended December 31, 2022. We did not record any impairment charges related to goodwill and other intangible assets during the periods from October 15, 2021 through December 31, 2021 and January 1, 2021 through October 14, 2021. Refer to Note 5 for additional information.

Revenue Recognition

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

Crypto Services

Crypto Services revenues are derived from our custody services, our crypto marketplace and the Triparty agreement,.

Custody: For customers with custody accounts related to physically-delivered bitcoin futures contracts and options contracts (collectively, “PDF Contracts”), we do not charge a fee specifically for the custody service. For customers using custody services on a standalone basis, we charge a fee, which is generally based on a fixed fee and represents fixed consideration. We invoice customers on a quarterly basis. Our performance obligation related to the

storage and custody of a customer’s cryptoasset represents an obligation to provide custody services for crypto. The contract for custodial services may be terminated by the applicable institution or high net worth individual at any time upon final withdrawal of all crypto, without incurring a penalty. As a result, we believe our contracts represent day-to-day contracts with each day representing a renewal. These renewals are priced consistently with the original contract and with other similar customers and as such, we do not believe that they represent a material right.

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

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

Crypto: Crypto services platform revenues are transaction fees earned by Bakkt Marketplace. As part of our operation of the crypto services platform, we transact in bitcoin and ether with consumers. Consumer crypto transactions were not material for year ended December 31, 2022 and for the periods from October 15, 2021 through December 31, 2021 and January 1, 2021 through October 14, 2021.

Additionally, as part of our operation of the crypto platform, we transact in crypto with our trading clients in order to adjust our cryptoasset inventory based on actual consumer activity to maintain an inventory consistent with our inventory policy. Transactions in crypto with our trading clients in the normal course of business were not material for the year ended December 31, 2022 and for the periods from October 15, 2021 through December 31, 2021 and January 1, 2021 through October 14, 2021.

We maintain an inventory reserve of crypto to facilitate consumer transactions if needed. We may adjust our inventory reserve levels under our inventory policy. Sales of crypto resulting from inventory reserve adjustments are not part of our normal course of business. Accordingly, proceeds from the sale of crypto outside of the normal course of business are included in “Other income (expense), net,” net of the cost of cryptoasset sold, in the statements of operations. We did not recognize any income from the sale of crypto during the year ended December 31, 2022 or the period from October 15, 2021 through December 31, 2021. We recognized income from the sale of crypto, net of the cost of crypto sold, of $1.0 million for period from January 1, 2021 through October 14, 2021.

Triparty Agreement: The Digital Currency Trading, Clearing, and Warehouse Services Agreement with ICE Futures U.S., Inc. (“IFUS”) and ICE Clear US, Inc. (“ICUS”) (the “Triparty Agreement”) governs the trading, clearing and custody services for PDF Contracts. We have concluded that we have a single performance obligation to provide a stand-ready custody function that supports the trading and clearing services provided by IFUS and ICUS, respectively. We have concluded that the related activities that collectively comprise this single performance obligation are not separately identifiable within the context of the Triparty Agreement, as all are necessary in order for IFUS and ICUS to offer PDF Contracts.

We consider the transaction price to be the net transaction fee received from IFUS and ICUS or paid to IFUS and ICUS. Rebates offered by IFUS to support market liquidity and trading volume represent consideration payable to a customer and reduce the transaction price; as such, these rebates are included in “Net revenues”. Because these rebates are measured and resolved within the same reporting period, it is not necessary for us to estimate these at a given reporting period date.

We determine the obligation period associated with Triparty Agreement revenue using the portfolio method based on our historical transaction experience. Therefore, we recognize revenue for the stand-ready custody services that we provide to IFUS and ICUS on a straight-line basis over the average performance obligation period, which is less than one month.

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

Revenue from the Triparty Agreement is included in “Transaction revenue, net” in the disaggregation of revenue by service type table within Note 3. Revenue from the Triparty Agreement was not material during the year ended December 31, 2022 or the periods from October 15, 2021 through December 31, 2021 and January 1, 2021 through October 14, 2021.

Loyalty redemption platform

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

•Platform subscription fees: Monthly fixed fee charged to customers to access the redemption platform and receive customer support services. We recognize revenue for these fees on a straight-line basis over the related contract term as the customer receives benefits evenly throughout the term of the contract. These fees are allocated to our performance obligation to provide access to our redemption platform, and thus are recognized on a gross basis. Revenue from our platform subscription fees is included in “Subscription and services revenue” in the disaggregation of revenue table by service type in Note 3.

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

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

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

Practical expedients

We have elected the following practical expedients under ASC 606:

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

•Excluding sales taxes from the measurement of the transaction price;

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

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

Additionally, we have elected the practical expedient under ASC 340-40 to not capitalize incremental costs to obtain a contract with a customer if the amortization period would have been one year or less.

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

Safeguarding obligation for crypto: On March 31, 2022, the Securities and Exchange Commission issued Staff Accounting Bulletin (“SAB”) Number 121 (“SAB 121”), which provides the SEC staff’s view that it would be appropriate for an entity that has an obligation to safeguard crypto held for platform users to record a liability and corresponding asset on its balance sheet at the fair value of the crypto. We adopted the guidance in SAB 121 during the quarter ended June 30, 2022.

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

Deferred Revenue

Deferred revenue includes amounts invoiced and collected prior to our meeting the criteria for revenue recognition. We invoice customers for service fees at the time the service is performed, and such fees are recognized as revenue over time as we satisfy our performance obligation. The portion of deferred revenue to be recognized in the succeeding twelve-month period is recorded as current deferred revenue, and the remaining portion is recorded as non-current deferred revenue. We have determined that these arrangements do not contain a significant financing component, and therefore the transaction price is not adjusted.

Compensation and Benefits

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

Restructuring Costs

The Company groups restructuring obligations into four categories: involuntary employee termination benefits, contractual employee termination benefits, costs to terminate contracts, and other associated costs. Involuntary employee termination benefits include cash and non-cash compensation and is recognized as incurred upon communication of the plan to the identified employees. Contractual employee termination benefits include cash and non-cash compensation owed

to an employee pursuant to their individual employment agreements. Cash termination benefits are recorded at the employee notice date, while non-cash compensation is recorded over any remaining service term. Costs to terminate contracts are recognized upon termination agreement with the provider. Other associated restructuring costs are expensed as incurred.

Professional Services

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

Technology and Communication

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

Selling, General and Administrative

Selling, general and administrative expenses consist primarily of costs associated with advertising, marketing, insurance and rent. Advertising costs are expensed as incurred. Total advertising costs for the year ended December 31, 2022 and for the periods from October 15, 2021 through December 31, 2021 and January 1, 2021 through October 14, 2021, were $8.8 million, $2.6 million and $16.2 million, respectively.

Acquisition-Related Expenses

We incur incremental costs relating to acquisitions and other strategic opportunities. This includes fees for investment banking advisors, lawyers, accountants, tax advisors and public relations firms, as well as costs associated with other external costs directly related to the proposed or closed transactions. See Note 4 for additional information related to acquisition-related expenses.

Share-Based Compensation

Share-based compensation expense relates to the restricted stock units (“RSUs”) and performance stock units (“PSUs”) granted during the Successor period. Our RSUs and PSUs are measured at fair value on the date of grant and recognized as expense in “Compensation and benefits” over the requisite service period. Expense is recognized on a straight-line basis for awards that vest based solely on a service condition. In addition to a service condition, PSUs provide an opportunity to receive shares based on our performance as measured against objective performance goals. We record compensation expense for PSUs on an accelerated attribution basis based on our assessment of the probable outcome of the performance conditions at each reporting period. The fair value of our RSUs and PSUs is determined as the closing price of our Class A common stock on the date of grant. We account for forfeitures as they occur. See Note 11 for additional information about share-based compensation.

Unit-Based Compensation

The Successor period unit-based compensation expense relates to the replacement common incentive units and phantom units (“participation” units) granted during the Predecessor period that were issued to employees as purchase consideration. The replacement incentive units and participation units were measured at fair value on the Closing Date, and we recognize expense in “Compensation and benefits” in the consolidated statements of operations over the requisite service period. A portion of the prior year Successor period expense relates to the acceleration of compensation expense given the satisfaction of non-substantive service obligations upon the Closing Date for certain participation units. Additionally, we recognize variable compensation expense for liability-classified participation units based on changes to the fair value of the awards at each reporting date. We account for forfeitures as they occur. Any cancellations of common incentive units due to clawbacks or similar provisions are recognized in “Other income (expense), net” at the lesser of the

recognized compensation cost associated with the unit-based payment arrangement or the fair value of the consideration received.

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

Warrant Accounting

We account for our Class A common stock warrants in accordance with applicable accounting guidance provided in ASC Topic 815, Derivatives and Hedging—Contracts in Entity’s Own Equity, as either derivative liabilities or as equity instruments depending on the specific terms of the warrant agreement. We classify as equity any equity-linked contracts that (1) require physical settlement or net-share settlement or (2) give us a choice of net-cash settlement or settlement in our own shares (physical settlement or net-share settlement). We classify as assets or liabilities any equity-linked contracts that (1) require net-cash settlement (including a requirement to net-cash settle the contract if an event occurs and if that event is outside our control) or (2) give the counterparty a choice of net-cash settlement or settlement in shares (physical settlement or net-share settlement). All public and private placement warrants issued by us were deemed to qualify for liability classification. See Note 9 for additional information.

Noncontrolling Interest

Bakkt Holdings, Inc. is the sole managing member of Opco and, as a result, consolidates the financial results of Opco. We report a noncontrolling interest representing the portion of Opco that we control and consolidate but do not own. We recognize each noncontrolling holder’s respective share of the estimated fair value of the net assets at the date of formation or acquisition. Noncontrolling interest is subsequently adjusted by the noncontrolling holders’ share of additional contributions, distributions and their share of the net earnings or losses of each respective consolidated entity. We allocate net income or loss to noncontrolling interest based on the weighted average ownership interest during the period. The net income or loss that is not attributable to the Company is reflected in “Net loss attributable to noncontrolling interest”. Each Opco Common Unit, when coupled with one share of our Class V common stock is referred to as a “Paired Interest.” When Paired Interests are exchanged, 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 are accounted for as equity transactions. As such, future redemptions or direct exchanges or 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.

Income Taxes

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

assets and liabilities on a net basis on the consolidated balance sheets. We recognize interest and penalties related to uncertain tax positions in income tax expense.

Fair Value Measurements

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

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

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

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

Concentration of Credit Risk

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

As of December 31, 2022, and 2021, three customer balances represented approximately 65% and 53%, respectively, of total accounts receivable.

For the year ended December 31, 2022 and for the periods from October 15, 2021 through December 31, 2021 and January 1, 2021 through October 14, 2021, our top three customers represented approximately 52%, 46% and 55%, respectively, of total revenue. Three customers, that each represented over 10% of our net revenue, combined to account for net revenue of $28.6 million during the year ended December 31, 2022. Five customers, that each represented over 10% of our net revenue, combined to account for net revenue of $7.8 million during the period from October 15, 2021 through December 31, 2021. Three customers, that each represented over 10% of our net revenue, combined to account for net revenue of $15.3 million during the period from January 1, 2021 through October 14, 2021.

Investments

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

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.

Investments are classified as current or non-current depending on their maturity dates and when they are expected to be converted into cash.

Recently Adopted Accounting Pronouncements


Standard/Description	Effective Date and Adoption Considerations	Effect on Financial Statements
ASU 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging— Contracts in Entity’s Own Equity (Subtopic 815-40).	We early adopted on January 1, 2021.	This standard is effective for annual periods beginning after December 15, 2023, including interim periods therein, with early adoption permitted. The adoption of the new standard did not have a material impact on our consolidated financial statement amounts.
ASU 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers. This standard requires that an acquirer recognize, and measure contract assets and liabilities acquired in a business combination in accordance with ASU 2014-09, Revenue from Contracts with Customers (Topic 606), or ASU 2021-08.	We early adopted on October 15, 2021 on a prospective basis.	This standard is effective for annual periods beginning after December 15, 2022, including interim periods therein, with early adoption permitted. We applied the guidance to the VIH Business Combination as it relates to the measurement of deferred revenue at the acquisition date.

Recently Issued Accounting Pronouncements Not Yet Adopted

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

Label	Element	Value
Cash, Cash Equivalents, Restricted Cash, and Restricted Cash Equivalents	us-gaap_CashCashEquivalentsRestrictedCashAndRestrictedCashEquivalents	$ 207,925,000

Share-Based and Unit-Based Compensation - Narrative (Details) $ in Thousands			1 Months Ended		3 Months Ended		9 Months Ended	12 Months Ended
	Oct. 15, 2021 USD ($) shares	Dec. 19, 2018	Nov. 30, 2021 USD ($)	Dec. 31, 2018 shares	Dec. 31, 2022 USD ($) employee shares	Dec. 31, 2021 USD ($) shares	Oct. 14, 2021 USD ($) shares	Dec. 31, 2022 USD ($) shares	Dec. 31, 2021 USD ($) shares	Dec. 31, 2020 shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Participation unit						$ 2,516	$ 7,339	$ (3,291)
Cash payments to settle vested participation units							$ 0
Deferred Compensation, Share-based Payments
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of participation units outstanding (in shares) \| shares	1,197,250				200,000	700,000	10,811,502	200,000	700,000
Participation unit			$ 5,200
Participation units outstanding (in shares) \| shares						0	100,000	0
Cash payments to settle vested participation units						$ 5,200		$ 500
Deferred compensation term						2 years
Fair value of participation units outstanding					$ 300	$ 4,100		$ 300	$ 4,100
Opco
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Redemption of vested temporary equity, percentage	40.00%
Business combination, percentage of awards vested	0.33
Cash paid for redeemed Opco Incentive Units	$ 1,488
Opco \| Tranche One
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Percentage of awards vested	33.00%
Opco \| Tranche Two
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Percentage of awards vested	33.00%
Opco \| Tranche Three
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Percentage of awards vested	33.00%
RSUs
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Granted (in shares) \| shares								10,251,747
Share-based compensation expense						1,000		$ 23,900
Reversal of share-based compensation expense					$ (1,000)
Number of employees terminated \| employee					22,000
Maximum period following separation in which vesting awards can be redeemed					60 days
PSUs
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Granted (in shares) \| shares								5,116,984
Share-based compensation expense						$ 0		$ 7,700
PSUs \| Tranche One
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Percentage of awards vested								33.00%
PSUs \| Tranche Two
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Percentage of awards vested								33.00%
PSUs \| Tranche Three
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Percentage of awards vested								33.00%
PSUs \| Minimum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Percentage of target number of units								0.00%
PSUs \| Maximum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Percentage of target number of units								150.00%
RSUs and PSUs
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Granted (in shares) \| shares						2,142,000		15,369,000
Share-based compensation expense						$ 1,000		$ 31,600
Unrecognized compensation expense					$ 29,900			$ 29,900
Period to recognize unrecognized compensation expense								2 years 18 days
Accelerated costs								$ 2,000
Reversal of share-based compensation expense								$ (1,900)
Shares outstanding (in shares) \| shares					13,782,000	2,142,000	0	13,782,000	2,142,000
RSUs and PSUs \| Employees and Directors
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Percent of award granted								100.00%
Preferred incentive unit
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Granted (in shares) \| shares							0
Share-based compensation expense							$ 14,091
Shares outstanding (in shares) \| shares							76,475,000			76,475,000
Common incentive unit
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Granted (in shares) \| shares						0	0	0
Share-based compensation expense						$ 42,376	$ 12,447	$ 3,663
Shares outstanding (in shares) \| shares	17,473,362				8,294,000	16,339,000	23,219,745	8,294,000	16,339,000	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) \| shares					25,816,946			25,816,946
Opco Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Period to recognize unrecognized compensation expense								9 months 14 days	1 year 9 months 14 days
Accelerated costs						$ 47,200	$ 30,600
Number of shares authorized (in shares) \| shares				156,000,000
Vesting period of outstanding and unvested units that vest based on calculated fair market value				8 years
Opco Plan \| Tranche Two
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Award vesting period	1 year
Opco Plan \| Tranche Three
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Award vesting period	2 years
Opco Plan \| Management Incentive Units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Redemption feature eligibility period		4 years
Redemption period		4 years
Opco Plan \| Common incentive unit
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Unrecognized compensation expense					$ 1,400	5,700		$ 1,400	$ 5,700
Opco Plan \| Participation Units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Unrecognized compensation expense					$ 0	$ 1,900		$ 0	$ 1,900

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

3 Months Ended

9 Months Ended

12 Months Ended

Dec. 31, 2021

Oct. 14, 2021

Dec. 31, 2022

Numerator – basic and diluted:

Net loss

$ (164,827)

$ (139,219)

$ (1,989,934)

Less: Net loss attributable to noncontrolling interest

(120,832)

(1,411,829)

Net loss attributable to Bakkt Holdings, Inc. – basic

(43,995)

(578,105)

Net loss and tax effect attributable to noncontrolling interests

Net loss attributable to Bakkt Holdings, Inc. – diluted

$ (43,995)

$ (578,105)

Denominator – basic and diluted:

Weighted average shares outstanding – basic (in dollars per share)

54,018,064

71,167,992

Weighted average shares outstanding – diluted (in dollars per share)

54,018,064

71,167,992

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

^[1]

$ (0.81)

$ (8.12)

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

^[1]

$ (0.81)

$ (8.12)

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

Leases - Narrative (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Jun. 03, 2022	Jan. 31, 2022
Lessee, Lease, Description [Line Items]
Total lease liability	$ 26,416
Option to extend	5 years
Weighted average remaining lease term	94 months
Weighted average discount rate (percent)	5.00%
Office Building \| NEW YORK
Lessee, Lease, Description [Line Items]
Term of contract			94 months
Total lease liability			$ 7,300
Office Building \| GEORGIA
Lessee, Lease, Description [Line Items]
Term of contract		47 months
Total lease liability		$ 5,900
Minimum
Lessee, Lease, Description [Line Items]
Remaining lease terms	4 months
Maximum
Lessee, Lease, Description [Line Items]
Remaining lease terms	117 months

Subsequent Events	12 Months Ended
Subsequent Events	Dec. 31, 2022
Subsequent Events [Abstract]
Subsequent Events	Subsequent Events We have evaluated subsequent events and transactions and determined that no events or transactions met the definition of a subsequent event for purpose of recognition or disclosure in these financial statements, other than as described below and within this note. On March 9, 2023 the Company announced a reduction in force that is expected to result in the termination of approximately 16% of the Company’s non-call center, full-time workforce (49 employees). Substantially all of the employees impacted by the reduction in force were notified of the reduction on March 9, 2023 and will exit the Company in the first quarter of 2023. The Company estimates that it will incur expenses of approximately $3.7 - $4.1 million related to the reduction in force, substantially all of which are related to employee severance and benefits costs and will be recognized in the first quarter of 2023.

Summary of Significant Accounting Policies (Tables)

12 Months Ended

Dec. 31, 2022

Accounting Policies [Abstract]

Schedule of Property, Equipment and Software, Useful Lives

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

Successor

Predecessor

Year ended December 31, 2022

October 15, 2021 through December 31, 2021

January 1, 2021 through October 14, 2021

Internal use software

3-7 years

Purchased software

3 years

Assets under finance lease

2-5 years

Office, furniture and equipment

7-10 years

Leasehold improvements

7 years

Other computer and network equipment

3 years

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


	As of
	December 31, 2022		December 31, 2021
Internal-use software	$	4,383	$	3,550
Purchased software	99		17
Office furniture and equipment	2,303		19
Other computer and network equipment	4,732		2,991
Leasehold improvements	10,102		277
Property, equipment and software, gross	21,619		6,854
Less: Accumulated amortization and depreciation.	(1,875)		(733)
Total	$	19,744	$	6,121

Warrants	12 Months Ended
Warrants	Dec. 31, 2022
Other Liabilities Disclosure [Abstract]
Warrants	Warrants As of December 31, 2022 and December 31, 2021, there were 7,140,808 and 7,141,035 public warrants outstanding, respectively. There were no private placement warrants outstanding at either year end. Public warrants may only be exercised for a whole number of shares. No fractional shares will be issued upon exercise of a public warrant. Each warrant entitles its holders to purchase one share of Class A common stock at an exercise price of $11.50 per share. The public warrants and private placement warrants became exercisable on November 15, 2021. The public warrants will expire 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 year ended December 31, 2022, we issued 221 shares of Class A common stock in exchange for the exercise of 221 public warrants. 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 year ended December 31, 2022 of $16.6 million, which is reflected in “Gain (loss) from change in fair value of warrant liability” in the consolidated statements of operations. During the period from October 15, 2021 through December 31, 2021, we issued 7,194,928 shares of Class A common stock in exchange for the exercise of 3,227,566 public warrants and the cashless exercise of 6,147,440 private placement warrants. We received $37.1 million in proceeds from the exercise of the public warrants. We recognized a loss from the change in fair value of the warrant liability during the period from October 15, 2021 through December 31, 2021 of $79.4 million.

Income Taxes - Schedule of Income before Income Tax, Domestic and Foreign (Details) - USD ($) $ in Thousands	3 Months Ended	9 Months Ended	12 Months Ended
	Dec. 31, 2021	Oct. 14, 2021	Dec. 31, 2022
Income Tax Disclosure [Abstract]
Domestic	$ (153,831)	$ (142,376)	$ (2,001,449)
Foreign	755	2,555	195
Loss before income taxes	$ (153,076)	$ (139,821)	$ (2,001,254)

Amount of income (loss) from continuing operations, including income (loss) from equity method investments, before deduction of income tax expense (benefit), and income (loss) attributable to noncontrolling interest.

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-Subparagraph (SX 210.9-05(b)(2))
-URI https://asc.fasb.org/extlink&oid=120399901&loc=d3e537907-122884

Reference 9: http://www.xbrl.org/2003/role/exampleRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 31
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8924-108599

Reference 10: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 942
-SubTopic 220
-Section S99
-Paragraph 1
-Subparagraph (SX 210.9-04(15))
-URI https://asc.fasb.org/extlink&oid=120399700&loc=SL114874048-224260

Basis of Presentation and Consolidation

Leases - Summary of Lessee Balance Sheet (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Operating leases:
Operating Lease, Right-of-Use Asset, Statement of Financial Position [Extensible Enumeration]	Other assets	Other assets
Right-of-use assets	$ 19,632	$ 11,239
Operating Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration]	Other current liabilities	Other current liabilities
Lease liabilities, current	$ 3,014	$ 615
Operating Lease, Liability, Noncurrent, Statement of Financial Position [Extensible Enumeration]	Other noncurrent liabilities	Other noncurrent liabilities
Lease liabilities, noncurrent	$ 23,402	$ 10,647
Finance leases:
Finance Lease, Right-of-Use Asset, Statement of Financial Position [Extensible Enumeration]	Other assets	Other assets
Right-of-use assets	$ 0	$ 0
Finance Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration]	Other current liabilities	Other current liabilities
Lease liabilities, current	$ 0	$ 0
Finance Lease, Liability, Noncurrent, Statement of Financial Position [Extensible Enumeration]	Other noncurrent liabilities	Other noncurrent liabilities
Lease liabilities, noncurrent	$ 0	$ 0

Commitment and Contingencies - Future Minimum Commitments (Details) $ in Thousands	Dec. 31, 2022 USD ($)
Commitments and Contingencies Disclosure [Abstract]
Less than 1 year	$ 2,250
1-3 years	15,500
3-5 years	0
More than 5 years	0
Total	$ 17,750

Summary of Significant Accounting Policies (Policies)

12 Months Ended

Dec. 31, 2022

Accounting Policies [Abstract]

Use of Estimates

Segment Information

Cash and Cash Equivalents and Restricted Cash

Customer Funds and Customer Funds Payable

Translation of Foreign Currencies and Foreign Currency Transactions

Accounts Receivable and Allowance for Doubtful Accounts

Accounts Receivable and Allowance for Doubtful AccountsWe classify rights to consideration in exchange for services or goods as accounts receivables. Accounts receivable are rights to consideration that are unconditional (i.e., only the passage of time is required before payment is due). “Accounts receivable, net” includes billed and contract assets (i.e., unbilled receivables), net of an estimated allowance for doubtful accounts. We calculate the allowance using the current expected credit loss model. The allowance is based upon historical loss patterns, the number of days that billings are past due and, an evaluation of the potential risk of loss associated with delinquent accounts and incorporates the use of forward-looking information over the contractual term of our accounts receivable. Receivables are written-off and charged against our recorded allowance when we have exhausted collection efforts without success.

Property, Equipment and Software, Net

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

Leases

Impairment of Long-Lived Assets

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

Business Combinations and Acquisition-Related Expenses

Business Combinations

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

Acquisition-Related Expenses

Goodwill and Intangible Assets

Revenue Recognition and Deferred Revenue

Revenue Recognition

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

Crypto Services

Crypto Services revenues are derived from our custody services, our crypto marketplace and the Triparty agreement,.

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

Loyalty redemption platform

Practical expedients

We have elected the following practical expedients under ASC 606:

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

•Excluding sales taxes from the measurement of the transaction price;

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

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

Deferred Revenue

Compensation and Benefits

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

Restructuring Costs

Professional Services

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

Technology and Communication

Selling, General and Administrative

Selling, General and AdministrativeSelling, general and administrative expenses consist primarily of costs associated with advertising, marketing, insurance and rent. Advertising costs are expensed as incurred.

Share-Based Compensation

Unit-Based Compensation

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

Warrant Accounting

Noncontrolling Interest

Noncontrolling InterestBakkt Holdings, Inc. is the sole managing member of Opco and, as a result, consolidates the financial results of Opco. We report a noncontrolling interest representing the portion of Opco that we control and consolidate but do not own. We recognize each noncontrolling holder’s respective share of the estimated fair value of the net assets at the date of formation or acquisition. Noncontrolling interest is subsequently adjusted by the noncontrolling holders’ share of additional contributions, distributions and their share of the net earnings or losses of each respective consolidated entity. We allocate net income or loss to noncontrolling interest based on the weighted average ownership interest during the period. The net income or loss that is not attributable to the Company is reflected in “Net loss attributable to noncontrolling interest”. Each Opco Common Unit, when coupled with one share of our Class V common stock is referred to as a “Paired Interest.” When Paired Interests are exchanged, 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 are accounted for as equity transactions. As such, future redemptions or direct exchanges or 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.

Income Taxes

assets and liabilities on a net basis on the consolidated balance sheets. We recognize interest and penalties related to uncertain tax positions in income tax expense.

Fair Value Measurements

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

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

Concentration of Credit Risk

Investments

Investments are classified as current or non-current depending on their maturity dates and when they are expected to be converted into cash.

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

Recently Adopted Accounting Pronouncements


Standard/Description	Effective Date and Adoption Considerations	Effect on Financial Statements
ASU 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging— Contracts in Entity’s Own Equity (Subtopic 815-40).	We early adopted on January 1, 2021.	This standard is effective for annual periods beginning after December 15, 2023, including interim periods therein, with early adoption permitted. The adoption of the new standard did not have a material impact on our consolidated financial statement amounts.
ASU 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers. This standard requires that an acquirer recognize, and measure contract assets and liabilities acquired in a business combination in accordance with ASU 2014-09, Revenue from Contracts with Customers (Topic 606), or ASU 2021-08.	We early adopted on October 15, 2021 on a prospective basis.	This standard is effective for annual periods beginning after December 15, 2022, including interim periods therein, with early adoption permitted. We applied the guidance to the VIH Business Combination as it relates to the measurement of deferred revenue at the acquisition date.

Recently Issued Accounting Pronouncements Not Yet Adopted

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

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

3 Months Ended

9 Months Ended

12 Months Ended

Dec. 31, 2021

Oct. 14, 2021

Dec. 31, 2022

Revenues:

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

^[1]

$ 11,481

$ 27,956

$ 54,567

Operating expenses:

Compensation and benefits

62,180

91,275

139,049

Professional services

3,034

5,175

11,483

Technology and communication

3,056

10,384

17,079

Selling, general and administrative

8,521

20,309

35,414

Acquisition-related expenses

1,603

24,793

5,675

Depreciation and amortization

5,422

9,620

25,350

^[1]

617

1,484

1,168

Goodwill and intangible assets impairments

1,822,089

Impairment of long-lived assets

1,196

3,598

11,494

Restructuring expenses

2,336

Other operating expenses

398

1,379

2,343

Total operating expenses

86,027

168,017

2,073,480

Operating loss

(74,546)

(140,061)

(2,018,913)

Interest income (expense), net

(247)

1,877

Gain (loss) from change in fair value of warrant liability

(79,373)

16,638

Other income (expense), net

832

487

(856)

Loss before income taxes

(153,076)

(139,821)

(2,001,254)

Income tax benefit (expense)

(11,751)

602

11,320

Net loss

(164,827)

(139,219)

(1,989,934)

Less: Net loss attributable to noncontrolling interest

(120,832)

(1,411,829)

Net loss attributable to Bakkt Holdings, Inc.

$ (43,995)

$ (139,219)

$ (578,105)

Net loss per share attributable to Class A common stockholders:

Basic (in dollars per share)

^[2]

$ (0.81)

$ (8.12)

Diluted (in dollars per share)

^[2]

$ (0.81)

$ (8.12)

[1]	As a result of the VIH Business Combination, ICE and its affiliates are no longer our affiliates. Refer to Note 8 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 periods.

Share-Based and Unit-Based Compensation - RSU and PSU Activity (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	3 Months Ended	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2022
Number of Shares
Vested (in shares)	0	(1,844)
Weighted Average Grant Date Fair Value
Beginning balance (in usd per share)		$ 9.18
Ending balance (in usd per share)	$ 9.18
RSUs and PSUs
Number of Shares
Beginning balance (in shares)	0	2,142
Granted (in shares)	2,142	15,369
Forfeited (in shares)	0	(1,885)
Ending balance (in shares)	2,142	13,782
Weighted Average Remaining Contractual Term (years)	1 year 6 months 3 days	2 years 18 days
Weighted Average Grant Date Fair Value
Granted (in usd per share)	$ 9.18	$ 3.94
Ending balance (in usd per share)		$ 4.05
Aggregate Intrinsic Value
Granted	$ 19,669	$ 60,583

Consolidated Balance Sheet Components - Other Noncurrent Liabilities (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Participation units liability, noncurrent	$ 0	$ 2,027
Operating lease liability, noncurrent	23,402	10,647
Total	$ 23,402	$ 12,674

Business Combinations and Asset Acquisition - Narrative (Details) $ / shares in Units, $ in Thousands				3 Months Ended		9 Months Ended	12 Months Ended
	Feb. 08, 2023 USD ($)	Nov. 02, 2022 USD ($)	Oct. 15, 2021 USD ($) boardMember $ / shares shares	Mar. 24, 2023 USD ($)	Dec. 31, 2021 USD ($) $ / shares shares	Oct. 14, 2021 USD ($)	Dec. 31, 2022 USD ($) $ / shares shares
Business Acquisition [Line Items]
Repurchase of redeemed Class A ordinary shares			$ 84,500		$ 84,530	$ 0	$ 0
Class A ordinary shares redeemed (in shares) \| shares			8,452,042		8,452,042
Conversion of Class A ordinary shares and Class B ordinary shares into Class A common stock (in shares) \| shares			12,285,160		12,285,160
Temporary equity par value (in usd per share) \| $ / shares			$ 0.0001
Acquisition-related expenses					$ 1,603	24,793	5,675
Payment of deferred underwriting fee					7,258	0	0
Goodwill					$ 1,527,118		$ 15,852
Opco
Business Acquisition [Line Items]
Ownership percentage by parent			20.30%
Private Placement
Business Acquisition [Line Items]
Payment of deferred underwriting fee			$ 7,300
Payments of stock issuance costs			13,000
Gross proceeds			$ 325,000
Sale of stock, number of units/warrants issued (in shares) \| shares			32,500,000
Class A Common Stock
Business Acquisition [Line Items]
Common stock, par value (in dollars per share) \| $ / shares			$ 0.0001		$ 0.0001		$ 0.0001
Conversion of stock (in shares) \| shares					7,194,928		22,475,871
Common stock, shares issued (in shares) \| shares					57,164,388		80,926,843
Class A Common Stock \| Common Stock
Business Acquisition [Line Items]
Conversion of stock (in shares) \| shares							22,475,871
Class A Common Stock \| Conversion of Class A ordinary shares and Class B ordinary shares into Class A common stock \| Common Stock
Business Acquisition [Line Items]
Conversion of stock (in shares) \| shares					17,469,460
Class V Common Stock
Business Acquisition [Line Items]
Common stock, par value (in dollars per share) \| $ / shares			0.0001		$ 0.0001		$ 0.0001
Common stock, shares issued (in shares) \| shares					206,271,792		183,482,777
Class V Common Stock \| Common Stock
Business Acquisition [Line Items]
Conversion of stock (in shares) \| shares							22,475,871
Class V Common Stock \| Conversion of Opco Class A, Class B, and Class C voting units into Class V common stock \| Common Stock
Business Acquisition [Line Items]
Conversion of stock (in shares) \| shares					189,933,286
Class B Ordinary Shares
Business Acquisition [Line Items]
Common stock, par value (in dollars per share) \| $ / shares			$ 0.0001
Class B Ordinary Shares \| Conversion of Class A ordinary shares and Class B ordinary shares into Class A common stock \| Common Stock
Business Acquisition [Line Items]
Conversion of stock (in shares) \| shares			5,184,300		5,184,300
Opco
Business Acquisition [Line Items]
Maximum NCI voting power percentage			30.00%
Voting power of common stock threshold			50.00%
Number of board members from NCI \| boardMember			1
Total number of board members \| boardMember			8
Proceeds of sale of units and sale of warrants			$ 207,400
Acquisition-related expenses					$ 1,600	24,800
Success fee						$ 12,100
Payment of director and officer insurance			900
Goodwill			$ 1,527,071
Weighted Average Useful Life (in years)			5 years 8 months 12 days
Total purchase consideration			$ 1,919,590
Equity consideration transferred			$ 1,904,648
Opco \| Class V Common Stock
Business Acquisition [Line Items]
Conversion of stock (in shares) \| shares			208,200,000
Common stock, shares issued (in shares) \| shares			207,406,648
Common stock reserved for future issuance (in shares) \| shares			793,352
Opco \| Class V Common Stock \| Conversion of Opco Class A, Class B, and Class C voting units into Class V common stock
Business Acquisition [Line Items]
Conversion of stock (in shares) \| shares			189,933,286
Opco \| Class V Common Stock \| Conversion of Opco Incentive Units
Business Acquisition [Line Items]
Conversion of stock (in shares) \| shares			17,473,362
Apex
Business Acquisition [Line Items]
Total purchase consideration		$ 55,000
Equity interests issued and issuable, dependent on first profitability target		45,000
Equity interests issued and issuable, dependent on second profitability target		$ 100,000
Apex \| Subsequent Event
Business Acquisition [Line Items]
Equity consideration transferred				$ 9,000
Bumped \| Subsequent Event
Business Acquisition [Line Items]
Total purchase consideration	$ 575
Percentage of issued and outstanding ownership interests acquired	100.00%

Leases (Tables)

12 Months Ended

Dec. 31, 2022

Leases [Abstract]

Summary of Lease Cost

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


	Successor				Predecessor
	Year Ended December 31, 2022		October 15, 2021 through December 31, 2021		January 1, 2021 through October 14, 2021
Finance lease cost
Amortization of right-of-use assets	$	—	$	—	$	108
Interest on lease liabilities	—		38		27
Operating lease cost	3,780		370		856
Short-term lease cost	13		33		202
Variable lease cost	15		10		56
Total lease cost	$	3,808	$	451	$	1,249

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


	Successor								Predecessor
	Year Ended December 31, 2022				October 15, 2021 through December 31, 2021				January 1, 2021 through October 14, 2021
	Operating Leases		Finance Leases		Operating Leases		Finance Leases		Operating Leases		Finance Leases
Cash paid for amounts included in the measurement of lease liabilities
Cash flow from financing activities	$	—	$	—	$	—	$	404	$	—	$	97
Cash flow from operating activities(1)	$	(3,068)	$	—	$	106	$	38	$	871	$	27
Supplemental non-cash information on lease liabilities arising from obtaining right-of-use assets	$	11,006	$	—	$	10,347	$	—	$	—	$	—

Summary of Lessee Balance Sheet

The following table shows balance sheet information about our leases:


		Successor
	Balance sheet classification	December 31, 2022		December 31, 2021
Operating leases:
Right-of-use assets	Other assets, noncurrent	$	19,632	$	11,239
Lease liabilities, current	Other current liabilities	$	3,014	$	615
Lease liabilities, noncurrent	Other liabilities, noncurrent	$	23,402	$	10,647
Finance leases:
Right-of-use assets	Other assets, noncurrent	$	—	$	—
Lease liabilities, current	Other current liabilities	$	—	$	—
Lease liabilities, noncurrent	Other liabilities, noncurrent	$	—	$	—

Lessee, Operating Lease, Liability, Maturity

Future minimum lease payments under non-cancellable leases as of December 31, 2022 were as follows:


	Operating Leases
For the year ended December 31,
2023	$	4,271
2024	4,599
2025	4,702
2026	3,450
2027	2,947
Thereafter	12,319
Total undiscounted lease payments	$	32,288
Less: imputed interest	$	(5,872)
Total lease liability	$	26,416
Current	$	3,014
Noncurrent	$	23,402

Commitment and Contingencies - Narrative (Details) - USD ($) $ in Millions	1 Months Ended	3 Months Ended	9 Months Ended	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2021	Oct. 14, 2021	Dec. 31, 2022	Apr. 07, 2022
Other Commitments [Line Items]
Expenses related to 401(k) plan		$ 0.5	$ 1.6	$ 3.2
Month end cash balance to be maintained				$ 40.0
Maximum borrowing capacity					$ 35.0
Liquidity maintenance requirement, minimum					$ 7.0
Term of cloud computing arrangement (in years)	4 years

Goodwill and Intangible Assets, Net (Tables)

12 Months Ended

Dec. 31, 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	(1,511,264)
Balance as of December 31, 2022	$	15,852

Schedule of Finite-Lived Intangible Assets

Intangible assets consisted of the following (in thousands):


	Successor
	December 31, 2022
	Weighted Average Useful Life (in years)	Gross Carrying Amount		Accumulated Amortization		Impairment		Net Carrying Amount
Licenses	Indefinite	$	241,320	$	—	$	(241,320)	$	—
Trademarks / trade names	Indefinite	39,470		—		(31,470)		8,000
Technology	4.2	67,310		(19,605)		(38,035)		9,670
Customer relationships	8	44,970		(6,807)		—		38,163
Total		$	393,070	$	(26,412)	$	(310,825)	$	55,833


	Successor
	December 31, 2021
	Weighted Average Useful Life (in years)	Gross Carrying Amount		Accumulated Amortization		Impairment		Net Carrying Amount
Licenses	Indefinite	$	241,320	$	—	$	—	$	241,320
Trademarks / trade names	Indefinite	39,470		—		—		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
	December 31, 2022
	Weighted Average Useful Life (in years)	Gross Carrying Amount		Accumulated Amortization		Impairment		Net Carrying Amount
Licenses	Indefinite	$	241,320	$	—	$	(241,320)	$	—
Trademarks / trade names	Indefinite	39,470		—		(31,470)		8,000
Technology	4.2	67,310		(19,605)		(38,035)		9,670
Customer relationships	8	44,970		(6,807)		—		38,163
Total		$	393,070	$	(26,412)	$	(310,825)	$	55,833


	Successor
	December 31, 2021
	Weighted Average Useful Life (in years)	Gross Carrying Amount		Accumulated Amortization		Impairment		Net Carrying Amount
Licenses	Indefinite	$	241,320	$	—	$	—	$	241,320
Trademarks / trade names	Indefinite	39,470		—		—		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 December 31, 2022 was as follows (in thousands):


Years ending December 31:
2023	$	8,173
2024	8,196
2025	8,173
2026	7,628
2027	5,621
Thereafter	10,042
Total	$	47,833

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

Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
-Publisher FASB
-Name Accounting Standards Codification
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Reference 2: http://www.xbrl.org/2009/role/commonPracticeRef
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Reference 3: http://www.xbrl.org/2009/role/commonPracticeRef
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Reference 4: http://www.xbrl.org/2009/role/commonPracticeRef
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-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
-SubTopic 20
-Section 55
-Paragraph 24
-URI https://asc.fasb.org/extlink&oid=122137925&loc=d3e14258-109268

Reference 12: http://www.xbrl.org/2009/role/commonPracticeRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 350
-SubTopic 20
-Section 50
-Paragraph 1
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=121556970&loc=d3e13816-109267

Fair Value Measurements

12 Months Ended

Dec. 31, 2022

Fair Value Disclosures [Abstract]

Fair Value Measurements

Financial assets and liabilities that are measured at fair value on a recurring basis are classified as Level 1 and Level 2 as follows (in thousands):


	Successor
	As of December 31, 2022
	Total		Level 1		Level 2		Level 3
Assets:
U.S. Treasury debt securities	$	141,062	$	141,062	$	—	$	—
Safeguarding asset for crypto	15,792		—		15,792		—
Total assets	$	156,854	$	141,062	$	15,792	$	—

Liabilities:
Safeguarding obligation for crypto	$	15,792	$	—	$	15,792	$	—
Warrant liability—public warrants	785		785		—		—
Total liabilities	$	16,577	$	785	$	15,792	$	—


	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	$	—	$	—

The carrying amounts of certain financial instruments, including cash and cash equivalents, accounts receivables, unbilled accounts receivables, due from related party, deposits with clearinghouse, due to related party, accounts payable and accrued liabilities, and operating lease obligations approximate their fair values due to their short-term nature. The balance of deposits with clearinghouse not invested in U.S. government securities are in the form of cash, and therefore approximate fair value.

Our investments in debt securities consist of U.S. Treasury debt securities held in the custody of a major financial institution. As of December 31, 2022, the Company’s investment in available-for-sale debt securities was determined to be a Level 1 investment based on quoted prices in active markets and was recorded in the consolidated balance sheets at fair value.

The fair value of the safeguarding obligation for crypto and the corresponding safeguarding asset for crypto was determined using the mid-point of a bid-ask spread in the market we determined to be the principal market for the related crypto as of December 31, 2022, which we determined was a Level 2 input.

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. During the year ended December 31, 2022, we remeasured our goodwill and certain of our indefinite-lived intangible and long-lived assets at fair value using Level 3 inputs, as described in Note 5. During the period from October 15, 2021 through December 31, 2021,

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

The private placement warrant liability was measured at fair value on a recurring basis using significant unobservable inputs (Level 3) during the Successor period until it was fully exercised on November 17, 2021. A reconciliation of the warrant liability associated with private placement warrants from October 15, 2021 through December 31, 2021 is summarized below (in thousands):


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

The 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.

Revenue from Contracts with Customers - Deferred Revenue (Details) - USD ($) $ in Thousands	3 Months Ended	9 Months Ended	12 Months Ended
	Dec. 31, 2021	Oct. 14, 2021	Dec. 31, 2022
Contract with Customer, Liability [Roll Forward]
Beginning of the period contract liability	$ 9,423	$ 8,385	$ 9,448
Revenue recognized from contract liabilities included in the beginning balance	(1,350)	(3,524)	(4,739)
Increases due to cash received, net of amounts recognized in revenue during the period	1,375	4,562	2,375
End of the period contract liability	$ 9,448	$ 9,423	$ 7,084

Share-Based and Unit-Based Compensation - Compensation Expense (Details) - USD ($) $ in Thousands	3 Months Ended	9 Months Ended	12 Months Ended
	Dec. 31, 2021	Oct. 14, 2021	Dec. 31, 2022
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Participation unit	$ 2,516	$ 7,339	$ (3,291)
Total	44,892	33,877	372
Preferred incentive unit
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based compensation expense		14,091
Common incentive unit
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based compensation expense	$ 42,376	$ 12,447	$ 3,663

Consolidated Balance Sheet Components - Accounts Receivable, Net (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Accounts, Notes, Loans and Financing Receivable [Line Items]
Total accounts receivable	$ 25,516	$ 18,352
Less: Allowance for doubtful accounts	(210)	(210)
Total	25,306	18,142
Trade accounts receivable
Accounts, Notes, Loans and Financing Receivable [Line Items]
Total accounts receivable	16,284	11,404
Unbilled receivables
Accounts, Notes, Loans and Financing Receivable [Line Items]
Total accounts receivable	6,445	5,448
Other receivables
Accounts, Notes, Loans and Financing Receivable [Line Items]
Total accounts receivable	$ 2,787	$ 1,500

Goodwill and Intangible Assets, Net - Goodwill (Details) - USD ($) $ in Thousands	3 Months Ended	9 Months Ended	12 Months Ended
	Dec. 31, 2022	Sep. 30, 2022	Dec. 31, 2022
Goodwill [Roll Forward]
Goodwill, beginning balance		$ 1,527,118	$ 1,527,118
Foreign currency translation			(2)
Impairment	$ (121,400)	$ (1,389,900)	(1,511,264)
Goodwill, ending balance	$ 15,852		$ 15,852

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.