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United States securities and exchange commission logo
January 31, 2024
Gavin Michael
Chief Executive Officer
Bakkt Holdings, Inc.
10000 Avalon Boulevard, Suite 1000
Alpharetta, Georgia 30009
Re: Bakkt Holdings,
Inc.
Post-Effective
Amendment No. 2 to Form S-1 on Form S-3
Filed April 21,
2023
Response Dated
January 19, 2024
File No. 333-261034
Dear Gavin Michael:
We have reviewed your January 19, 2024 response to our comment
letter and have the
following comments. In some of our comments, we may ask you to provide
us with information
so we may better understand your disclosure.
Please respond to this letter by amending your registration
statement and providing the
requested information. If you do not believe a comment applies to your
facts and circumstances
or do not believe an amendment is appropriate, please tell us why in
your response.
After reviewing any amendment to your registration statement and
the information you
provide in response to these comments, we may have additional comments.
Unless we note
otherwise, our references to prior comments are to comments in our
January 11, 2024 letter.
Response Dated January 19, 2024
General
1. We reissue comment 3 of
our letter dated June 12, 2023, in part. Please revise to disclose
whether and how the
recent completion of Ethereum s transition to Proof-of-Stake
consensus has impacted
your analysis, if any, of whether a particular crypto asset that you
make available on your
platform is a security within the meaning of Section 2(a)(1) of
the Securities Act.
Gavin Michael
FirstName LastNameGavin Michael
Bakkt Holdings, Inc.
Comapany
January 31,NameBakkt
2024 Holdings, Inc.
January
Page 2 31, 2024 Page 2
FirstName LastName
Annex A
A crypto asset's status as a "security" in any relevant jurisdiction..., page
11
2. We note your response to comment 13. Please revise your disclosure to
identify the risk
that you could be subject to judicial or administrative sanctions for
acting as a clearing
agency without appropriate registration.
Liquidity Providers, page 22
3. Refer to your proposed disclosures on page 22 of Annex A. At the
bottom of page 22, you
state that Bakkt Crypto settles with its liquidity providers on a
daily or other post-trade,
non-real- time basis...." Please revise to clarify the frequency that,
or the circumstances
under which, Bakkt Crypto settles with its liquidity providers at a
frequency other than
daily or intra-day, and discuss any risks associated with settling
less frequently than daily.
Custody Services for the Crypto Assets Supported for Trading, page 23
4. Your response to comment 11 indicates, among others, that all of the
keys for the cold
wallets BitGo has established to hold Bakkt Crypto assets are held by
BitGo and stored in
cold storage. However, we also note your proposed disclosure on page
23 of Annex A that
"[u]nder the BitGo Custody Agreement, BitGo, at Bakkt Crypto s
direction, establishes
and maintains wallets for the storage of crypto assets, including cold
wallets where BitGo
holds a majority of the keys and a majority of those keys are stored
offline..." (emphasis
added). Please explain this apparent inconsistency and revise your
disclosure as necessary.
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
Please contact David Lin at 202-551-3552 or Sandra Hunter Berkheimer at
202-551-3758
with any questions.
Sincerely,
Division of
Corporation Finance
Office of
Crypto Assets
cc: Matt Lyons