0001628280-24-047906 | 10-Q | XBRL Viewer

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Tax Receivable Agreement	9 Months Ended
Tax Receivable Agreement	Sep. 30, 2024
Income Tax Disclosure [Abstract]
Tax Receivable Agreement	Tax Receivable Agreement On October 15, 2021, we entered into a Tax Receivable Agreement (the "TRA") with certain Opco equity holders. Each Opco common unit, when coupled with one share of our Class V Common Stock is referred to as a “Paired Interest.” Pursuant to the TRA, among other things, holders of Opco Common Units may, subject to certain conditions, from and after April 16, 2022, exchange such Paired Interests for Class A Common Stock on a one-for-one basis, subject to the terms of the Exchange Agreement, including our right to elect to deliver cash in lieu of Class A Common Stock and, in certain cases, adjustments as set forth therein. Opco will have in effect an election under Section 754 of the Internal Revenue Code for each taxable year in which an exchange of Opco Common Units for Class A Common Stock (or cash) occurs. The exchanges are expected to result in increases in the tax basis of the tangible and intangible assets of Opco. These increases in tax basis may reduce the amount of tax that we would otherwise be required to pay in the future. These increases in tax basis may also decrease gains (or increase losses) on future dispositions of certain capital assets to the extent tax basis is allocated to those capital assets. The TRA provides for the payment by us to exchanging holders of Opco Common Units of 85% of certain net income tax benefits, if any, that we realize (or in certain cases are deemed to realize) as a result of these increases in tax basis related to entering into the TRA, including tax benefits attributable to payments under the TRA. This payment obligation is an obligation of the Company and not of Opco. For purposes of the TRA, the cash tax savings in income tax will be computed by comparing our actual income tax liability (calculated with certain assumptions) to the amount of such taxes that we would have been required to pay had there been no increase to the tax basis of the assets of Opco as a result of Opco having an election in effect under Section 754 of the Code for each taxable year in which an exchange of Opco Common Units for Class A Common Stock occurs and had we not entered into the TRA. Such change will be calculated under the TRA without regard to any transfers of Opco Common Units or distributions with respect to such Opco Common Units before the exchange under the Exchange Agreement to which Section 743(b) or 734(b) of the Code applies. As of September 30, 2024, 1,043,210 Opco Common Units had been exchanged for Class A Common Stock. Refer to Note 14 regarding the contingency related to the TRA.

Fair Value Measurements

9 Months Ended

Sep. 30, 2024

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, Level 2 and Level 3 as follows (in thousands):


	As of September 30, 2024
	Total		Level 1		Level 2		Level 3
Assets:
U.S. Treasury debt securities	$	6,727	$	6,727	$	—	$	—
Safeguarding asset for crypto	938,695		—		938,695		—
Total Assets	$	945,422	$	6,727	$	938,695	$	—

Liabilities:
Safeguarding obligation for crypto	938,695		—		938,695		—
Warrant liability - Class 1 and Class 2 warrants	15,193		—		—		15,193
Warrant liability - public warrants	643		643		—		—
Total Liabilities	$	954,531	$	643	$	938,695	$	15,193


	As of December 31, 2023
	Total		Level 1		Level 2		Level 3
Assets:
U.S. Treasury debt securities	$	17,398	$	17,398	$	—	$	—
Safeguarding asset for crypto	701,556		—		701,556		—
Total Assets	$	718,954	$	17,398	$	701,556	$	—

Liabilities:
Safeguarding obligation for crypto	$	701,556	$	—	$	701,556	$	—
Warrant liability - public warrants	2,356		2,356		—		—
Total Liabilities	$	703,912	$	2,356	$	701,556	$	—

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 September 30, 2024, our 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 sheet at fair value.

The fair value of the safeguarding obligation for crypto and the corresponding safeguarding asset for crypto was determined using Level 2 inputs which included using the value of the safeguarded asset determined as the mid-point of a bid-ask spread in the market we determined to be the principal market for the related crypto as of September 30, 2024.

The contingent consideration associated with the acquisition of Bakkt Crypto Solutions is valued using Level 3 inputs, which includes a Monte Carlo simulation. The inputs for the Monte Carlo simulation included forecasted financial performance of Bakkt Crypto Solutions and estimated earnings volatility. The contingent consideration liability is revalued each reporting period and any change in the liability is reflected in the Company's statements of operations in “Acquisition-related expenses". As of the acquisition date, the fair value of the contingent consideration was estimated to be $2.9 million and used an estimated gross profit volatility of 66%. As of December 31, 2023, we determined the value of the contingent consideration was zero, based on our forward-looking projections and minimum profit requirements associated with the contingent consideration and reversed the accrual through acquisition expenses. As of September 30, 2024, we determined the value of the contingent consideration remained zero.

Our public warrant liability is valued based on quoted prices in active markets and is classified within Level 1. Since the second quarter 2024, our Class 1 Warrants and Class 2 Warrants were valued using the Black-Scholes-Merton model and a binomial lattice model, respectively, both of which utilize certain Level 3 inputs. Prior to the second quarter of 2024, our Class 1 Warrants and Class 2 Warrants were valued using the Black-Scholes-Merton model and a Monte Carlo simulation, respectively. A significant input to the Monte Carlo simulation included the volatility of movement in the price of the stock underlying the warrants, which was estimated using the historical volatility of our Class A Common Stock over the contractual period of the warrant.

The significant unobservable inputs used for the fair value measurement of our Class 1 Warrants and Class 2 Warrants liabilities as of September 30, 2024 are summarized as follows:


Expected term (years)			4.93 - 5.50
Continuous risk-free rate			3.52% - 4.59%
Expected volatility			125.0% - 145.0%

The preceding methods described may produce fair value calculations that may not be indicative of net realizable value or reflective of future fair values. Furthermore, although we believe our valuation techniques are appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different fair value measurement at the reporting date.

As described in Note 5, our owned crypto is continually evaluated for impairment using the lowest quoted price in the market we determine to be the principal market for the related crypto, which we determined was a Level 2 input. Other fair value inputs associated with non-recurring impairment analyses are discussed in the notes of the related assets.

- Definition

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

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+ Details

Consolidated Balance Sheet Components - Other Current Assets (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Prepaid expenses	$ 3,936	$ 3,307
Other	192	25
Total	$ 4,128	$ 3,332

Consolidated Balance Sheet Components - Other Noncurrent Liabilities (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Operating lease liability, noncurrent	$ 20,353	$ 23,525
Total	$ 20,353	$ 23,525

Safeguarding Obligation For Crypto (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Platform Operator, Crypto-Asset [Line Items]
Safeguarding obligation for crypto	$ 938,695	$ 701,556
Safeguarding asset for crypto	938,695	701,556
Bitcoin
Platform Operator, Crypto-Asset [Line Items]
Safeguarding obligation for crypto	407,246	262,231
Ether
Platform Operator, Crypto-Asset [Line Items]
Safeguarding obligation for crypto	179,167	196,016
Shiba Inu
Platform Operator, Crypto-Asset [Line Items]
Safeguarding obligation for crypto	218,422	143,237
Dogecoin
Platform Operator, Crypto-Asset [Line Items]
Safeguarding obligation for crypto	102,143	78,524
Other
Platform Operator, Crypto-Asset [Line Items]
Safeguarding obligation for crypto	$ 31,717	$ 21,548

Consolidated Statements of Comprehensive Loss - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Statement of Comprehensive Income [Abstract]
Net loss	$ (6,291)	$ (51,749)	$ (63,078)	$ (147,119)
Currency translation adjustment, net of tax	247	(397)	(372)	(36)
Unrealized gains on available-for-sale securities, net of tax	4	16	3	20
Comprehensive loss	(6,040)	(52,130)	(63,447)	(147,135)
Comprehensive loss attributable to noncontrolling interest	(3,265)	(34,669)	(35,847)	(98,977)
Comprehensive loss attributable to Bakkt Holdings, Inc.	$ (2,775)	$ (17,461)	$ (27,600)	$ (48,158)

- Definition

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

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- Definition

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

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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.

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

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-Subparagraph (SX 210.13-02(a)(5))
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-URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1B

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-Paragraph 1
-Subparagraph (SX 210.9-05(b)(2))
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+ Details

Capital Requirements	9 Months Ended
Capital Requirements	Sep. 30, 2024
Financial Services, Banking and Thrift [Abstract]
Capital Requirements	Capital Requirements

Consolidated Balance Sheet Components - Property, Equipment and Software, Net (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Property, Plant and Equipment [Line Items]
Property, equipment and software, gross	$ 2,704	$ 800
Less: accumulated amortization and depreciation	(935)	(740)
Total	1,769	60
Internal-use software
Property, Plant and Equipment [Line Items]
Property, equipment and software, gross	1,565	0
Other computer and network equipment
Property, Plant and Equipment [Line Items]
Property, equipment and software, gross	863	800
Leasehold improvements
Property, Plant and Equipment [Line Items]
Property, equipment and software, gross	$ 276	$ 0

Goodwill and Intangible Assets, Net (Tables)

9 Months Ended

Sep. 30, 2024

Goodwill and Intangible Assets Disclosure [Abstract]

Schedule of Goodwill

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


	Gross Carrying Amount		Accumulated Impairment Losses		Net Carrying Amount
Balance as of December 31, 2023	$	1,579,265	$	(1,511,264)	$	68,001
Foreign currency translation	—		—		—
Balance as of September 30, 2024	$	1,579,265	$	(1,511,264)	$	68,001

Schedule of Finite-Lived Intangible Assets

Intangible assets consisted of the following (in thousands):


	September 30, 2024
	Weighted Average Useful Life (in years)	Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount
Trademarks / trade names	Indefinite	$	2,900	$	—	$	2,900
Total		$	2,900	$	—	$	2,900


	December 31, 2023
	Weighted Average Useful Life (in years)	Gross Carrying Amount		Accumulated Amortization		Impairment		Net Carrying Amount
Licenses	Indefinite	$	611	$	—	$	(611)	$	—
Trademarks / trade names	Indefinite	8,000		—		(5,100)		2,900
Technology	5	18,360		(6,234)		(12,126)		—
Customer relationships	8.4	55,170		(12,508)		(42,662)		—
Total		$	82,141	$	(18,742)	$	(60,499)	$	2,900

Schedule of Indefinite-Lived Intangible Assets

Intangible assets consisted of the following (in thousands):


	September 30, 2024
	Weighted Average Useful Life (in years)	Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount
Trademarks / trade names	Indefinite	$	2,900	$	—	$	2,900
Total		$	2,900	$	—	$	2,900


	December 31, 2023
	Weighted Average Useful Life (in years)	Gross Carrying Amount		Accumulated Amortization		Impairment		Net Carrying Amount
Licenses	Indefinite	$	611	$	—	$	(611)	$	—
Trademarks / trade names	Indefinite	8,000		—		(5,100)		2,900
Technology	5	18,360		(6,234)		(12,126)		—
Customer relationships	8.4	55,170		(12,508)		(42,662)		—
Total		$	82,141	$	(18,742)	$	(60,499)	$	2,900

- Definition

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

+ References

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-Paragraph 24
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+ Details

Share-Based and Unit-Based Compensation - Compensation Expense (Details) - USD ($) $ in Thousands	3 Months Ended	9 Months Ended
	Sep. 30, 2023	Sep. 30, 2023
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Participation unit	$ (32)	$ (4)
Total	340	1,287
Common incentive unit
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Common incentive unit	$ 372	$ 1,291

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

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+ Details

Stockholders’ Equity - Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands			3 Months Ended		9 Months Ended
	Apr. 25, 2024	Feb. 29, 2024	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023	Apr. 29, 2024	Dec. 31, 2023	Oct. 15, 2021
Class of Stock [Line Items]
Preferred stock, authorized (in shares)			1,000,000		1,000,000
Preferred stock, par value (in dollars per share)			$ 0.0001		$ 0.0001
Preferred stock, issued (in shares)			0		0
Noncontrolling interest weighted average ownership percentage			53.10%		56.10%
Selling, general and administrative			$ 8,493	$ 7,447	$ 21,819	$ 21,722
Class C Warrant
Class of Stock [Line Items]
Exercise price (in dollars per share)									$ 126.00
Warrant units vested but not exercised (in shares)			172,055		172,055
Warrant units not vested or exercised (in shares)			621,297		621,297
Selling, general and administrative			$ 0	$ 0	$ 0	$ 0
Class A Common Stock
Class of Stock [Line Items]
Common stock, authorized (in shares)			30,000,000		30,000,000			30,000,000
Common stock, par value (in dollars per share)			$ 0.0001		$ 0.0001		$ 0.0001	$ 0.0001
Common stock, outstanding (in shares)			6,465,776		6,465,776			3,793,837
Common stock, shares issued (in shares)			6,465,776		6,465,776			3,793,837
Dividends					$ 0
Stock issued during period, shares, conversion of convertible securities (in shares)					1,043,210
Class A Common Stock \| Conversion of Paired Interests Into Class A Common Stock
Class of Stock [Line Items]
Stock issued during period, shares, conversion of convertible securities (in shares)					5,123
Class V Common Stock
Class of Stock [Line Items]
Common stock, authorized (in shares)			10,000,000		10,000,000			10,000,000
Common stock, par value (in dollars per share)			$ 0.0001		$ 0.0001		$ 0.0001	$ 0.0001
Common stock, outstanding (in shares)			7,194,941		7,194,941			7,200,064
Common stock, shares issued (in shares)			7,194,941		7,194,941			7,200,064
Paired Interest Rights \| Class C Warrant
Class of Stock [Line Items]
Warrants issued, number of units called by warrants (in shares)									31,734
Third-Party Offering [Member]
Class of Stock [Line Items]
Gross proceeds		$ 37,600
ICE Offering
Class of Stock [Line Items]
Gross proceeds	$ 7,400	2,400
Sale of Stock, Expected Consideration To Be Received on Transaction		$ 9,800

Stockholders’ Equity

9 Months Ended

Sep. 30, 2024

Equity [Abstract]

Stockholders’ Equity

2024 Registered Direct Offering

On February 29, 2024, we entered into a securities purchase agreement with certain institutional investors (the “Third-Party Purchasers”), pursuant to which we agreed to sell and issue a combination of Class A Common Stock, Class 1 Warrants, Class 2 Warrants and Pre-Funded Warrants in a registered direct offering (the “Third-Party Offering”). In a concurrent registered direct offering (the “ICE Offering” and, together with the Third-Party Offering, the “Concurrent Offerings”) on February 29, 2024, we entered into a securities purchase agreement with ICE (a related party), pursuant to which we agreed to sell and issue a combination of Class A Common Stock, Class 1 Warrants and Class 2 Warrants. We raised net proceeds from the Third-Party Offering of approximately $37.6 million, after deducting the placement agent’s fees and offering expenses payable by us, and raised net proceeds from the ICE Offering of approximately $9.8 million, after deducting offering expenses payable by us. Approximately $2.4 million of proceeds from the ICE Offering were received concurrently with the closing of the Third-Party Offering, with the remaining $7.4 million received in a subsequent closing of the ICE Offering on April 25, 2024 after we obtained stockholder approval for such issuance. We intend to use the net proceeds from the Concurrent Offerings for working capital and other general corporate purposes.

Preferred Stock

We are authorized to issue 1,000,000 shares of preferred stock with a par value of $0.0001 per share. The holders of a series of preferred stock shall be entitled only to such voting rights as shall expressly be granted thereto by the Certificate of Incorporation (including any certificate of designation relating to such series of preferred stock). As of September 30, 2024, no shares of preferred stock have been issued.

Common Stock

Class A Common Stock

We are authorized to issue 30,000,000 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 September 30, 2024 and December 31, 2023, there were 6,465,776 and 3,793,837 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 September 30, 2024, 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 10,000,000 shares with par value $0.0001 per share. These shares have no economic value but entitle the holder to one vote per share. 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 to exchange their Paired Interests for Class A Common Stock, or, at our election, cash in lieu thereof. During the three and nine months ended September 30, 2024, holders of Paired Interests exchanged zero and 5,123 Paired Interests for our Class A Common Stock, respectively, and we did not elect to settle any such exchanges in cash. As of September 30, 2024 and December 31, 2023, there were 7,194,941 and 7,200,064 shares of Class V Common Stock issued and outstanding, respectively.

Dividends

Dividends will 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 interest in Opco as of September 30, 2024 and December 31, 2023.


	September 30, 2024			December 31, 2023
	Opco Common Units	Ownership %		Opco Common Units	Ownership %
Opco common units held by Bakkt Holdings, Inc.	6,465,776	47	%	3,793,837	35	%
Opco common units held by noncontrolling interest holders	7,194,941	53	%	7,200,064	65	%
Total Opco common units outstanding	13,660,717	100	%	10,993,901	100	%

The weighted average ownership percentages for the applicable reporting periods are used to attribute net loss and other comprehensive loss to the Company and the noncontrolling interest holders. The noncontrolling interest holders' weighted average ownership percentage for the three and nine months ended September 30, 2024 was 53.1% and 56.1%, 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”).

In connection with the VIH Business Combination, Class C warrants of Opco ("Class C Warrants") automatically converted into the right to purchase 31,734 Paired Interests in Opco at an exercise price of $126.00 per Paired Interest. Class C Warrants may only be exercised for a whole number of Paired Interests. Holders of Class C Warrants are entitled to purchase one Paired Interest for every 25 Class C Warrants. The Class C Warrants expired on September 23, 2024. As of September 30, 2024, 172,055 Class C Warrants vested but expired unexercised, and the remaining 621,297 Class C Warrants did not vest and expired. No expenses were recorded during the three and nine months ended September 30, 2024 and September 30, 2023, since the service conditions were not probable of being met in those periods.

- Definition

The entire disclosure for equity.

+ References

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+ Details

Safeguarding Obligation For Crypto (Tables)

9 Months Ended

Sep. 30, 2024

Platform Operator, Crypto Asset [Abstract]

Summary of Crypto

We are responsible for holding the following crypto on behalf of our customers as of September 30, 2024 and December 31, 2023 (in thousands):


	September 30, 2024		December 31, 2023
Bitcoin	$	407,246	$	262,231
Ether	179,167		196,016
Shiba Inu	218,422		143,237
Dogecoin	102,143		78,524
Other	31,717		21,548
Safeguarding obligation for crypto	$	938,695	$	701,556

Safeguarding asset for crypto	$	938,695	$	701,556

Stockholders’ Equity - Noncontrolling Ownership Interest (Details) - shares	Sep. 30, 2024	Dec. 31, 2023
Bakkt Opco Holdings, LLC
Noncontrolling Interest [Line Items]
Ownership percentage, Total Opco common units outstanding	100.00%	100.00%
Bakkt Opco Holdings, LLC
Noncontrolling Interest [Line Items]
Opco Common Units (in shares)	13,660,717	10,993,901
Class A Common Stock \| Bakkt Opco Holdings, LLC
Noncontrolling Interest [Line Items]
Ownership percentage, Opco common units held by Bakkt Holdings, Inc.	47.00%	35.00%
Class A Common Stock \| Opco common units held by Bakkt Holdings, Inc. \| Bakkt Opco Holdings, LLC
Noncontrolling Interest [Line Items]
Opco Common Units (in shares)	6,465,776	3,793,837
Class V Common Stock \| Bakkt Opco Holdings, LLC
Noncontrolling Interest [Line Items]
Ownership percentage, Opco common units held by noncontrolling interest holders	53.00%	65.00%
Class V Common Stock \| Opco common units held by noncontrolling interest holders \| Bakkt Opco Holdings, LLC
Noncontrolling Interest [Line Items]
Opco Common Units (in shares)	7,194,941	7,200,064

Consolidated Balance Sheet Components

9 Months Ended

Sep. 30, 2024

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Consolidated Balance Sheet Components

Accounts Receivable, Net

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


	September 30, 2024		December 31, 2023
Trade accounts receivable	$	18,011	$	14,987
Receivables from customers, clients and liquidity partners	3,674		6,123
Unbilled receivables	1,602		6,125
Deposits	1,653		939
Other receivables	3,033		2,221
Total accounts receivable	27,973		30,395
Less: Allowance for doubtful accounts	(1,187)		(731)
Total	$	26,786	$	29,664

Deposits includes cash, as noted on the consolidated statements of cash flows, at clearing agencies used to settle customer transactions. Amounts payable and receivable to our liquidity providers are reported net by counterparty when the right of offset exists.

Other Current Assets

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


	September 30, 2024		December 31, 2023
Prepaid expenses	$	3,936	$	3,307
Other	192		25
Total	$	4,128	$	3,332

Property, Equipment and Software, Net

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


	September 30, 2024		December 31, 2023
Internal-use software	$	1,565	$	—
Other computer and network equipment	863		800
Leasehold improvements	276		—
Property, equipment and software, gross	2,704		800
Less: accumulated amortization and depreciation	(935)		(740)
Total	$	1,769	$	60

For the three and nine months ended September 30, 2024, depreciation and amortization expense related to property, equipment and software amounted to $0.1 million and $0.3 million, respectively, of which $0.1 million and $0.2 million, respectively, related to amortization expense of capitalized internal-use software placed in service. For the three and nine months ended September 30, 2024, impairment on long-lived assets related to Bakkt Trust was $0.6 million.

For the three and nine months ended September 30, 2023, depreciation and amortization expense related to property, equipment and software amounted to $1.4 million and $3.7 million, respectively, of which $0.5 million and $1.2 million, respectively, related to amortization expense of capitalized internal-use software placed in service.

Other Assets

Other assets consisted of the following (in thousands):


	September 30, 2024		December 31, 2023
Operating lease right-of-use assets	$	10,101	$	11,456
Deposits with clearinghouse	159		159
Other	2,004		1,647
Total	$	12,264	$	13,262

Accounts Payable and Accrued Liabilities

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


	September 30, 2024		December 31, 2023
Accounts payable	$	7,398	$	14,925
Payables to clients and customers	2,075		4,906
Accrued expenses	14,921		15,970
Purchasing card payable	5,755		11,830
Salaries and benefits payable	6,806		4,442
Loyalty revenue share liability	3,159		2,686
Other	1,729		620
Total	$	41,843	$	55,379

Other Current Liabilities

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


	September 30, 2024		December 31, 2023
Current maturities of operating lease liability	4,192		3,636
Other	51		70
Total	$	4,243	$	3,706

Other Noncurrent Liabilities

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


	September 30, 2024		December 31, 2023
Operating lease liability, noncurrent	$	20,353	$	23,525
Total	$	20,353	$	23,525

Amounts receivable and payable as of September 30, 2024 included in the tables above related to our crypto transactions pending settlement with our customers and liquidity providers were settled in October 2024 in amounts consistent with those reflected above.

Consolidated Balance Sheet Components - Accounts Receivable, Net (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Accounts, Notes, Loans and Financing Receivable [Line Items]
Total accounts receivable	$ 27,973	$ 30,395
Less: Allowance for doubtful accounts	(1,187)	(731)
Total	26,786	29,664
Trade accounts receivable
Accounts, Notes, Loans and Financing Receivable [Line Items]
Total accounts receivable	18,011	14,987
Receivables from customers, clients and liquidity partners
Accounts, Notes, Loans and Financing Receivable [Line Items]
Total accounts receivable	1,653	939
Crypto Receivable From Liquidity Providers [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Total accounts receivable	3,674	6,123
Deposits
Accounts, Notes, Loans and Financing Receivable [Line Items]
Total accounts receivable	1,602	6,125
Other receivables
Accounts, Notes, Loans and Financing Receivable [Line Items]
Total accounts receivable	$ 3,033	$ 2,221

Insider Trading Arrangements	3 Months Ended
Insider Trading Arrangements	Sep. 30, 2024
Trading Arrangements, by Individual
Rule 10b5-1 Arrangement Adopted	false
Non-Rule 10b5-1 Arrangement Adopted	false
Rule 10b5-1 Arrangement Terminated	false
Non-Rule 10b5-1 Arrangement Terminated	false

Investment in Debt Securities

9 Months Ended

Sep. 30, 2024

Investments, Debt and Equity Securities [Abstract]

Investment in Debt Securities

We have investments in certain debt securities, which we record at fair value and present as "Available-for-sale securities" in the consolidated balance 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):


	September 30, 2024						December 31, 2023
Available-for-sale securities	Cost Basis		Unrealized Gain, net		Fair Value		Cost Basis		Unrealized Gain, net		Fair Value
Government debt
U.S. treasury bonds	$	6,550	$	177	$	6,727	$	17,230	$	168	$	17,398
Total available-for-sale securities	$	6,550	$	177	$	6,727	$	17,230	$	168	$	17,398

There were no available-for-sale debt securities in an unrealized loss position as of September 30, 2024 or December 31, 2023. We may sell certain investments depending on liquidity needs of the business; however, it is not likely that we will be required to sell the investments before recovery of their respective amortized cost basis. In addition, there were no credit losses on these investments as of September 30, 2024.

The cost basis and fair value of available-for-sale debt securities at September 30, 2024, by contractual maturity, are shown below (in thousands). Expected maturities may differ from contractual maturities because borrowers may have the right to prepay and creditors may have the right to call obligations.


	September 30, 2024
	Cost Basis		Fair Value
Due in one year or less	$	6,550	$	6,727
Due after one year through five years	—		—
Total debt securities - available-for-sale	$	6,550	$	6,727

Organization and Description of Business

9 Months Ended

Sep. 30, 2024

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Organization and Description of Business

Organization

VPC Impact Acquisition Holdings (“VIH”) was a blank check company incorporated as a Cayman Islands exempted company on July 31, 2020. VIH was incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities.

On October 15, 2021 (the “Closing Date”), VIH and Bakkt Opco Holdings, LLC (then known as Bakkt Holdings, LLC, “Opco”) and its operating subsidiaries consummated a business combination (the “VIH Business Combination”) contemplated by the definitive Agreement and Plan of Merger entered into on January 11, 2021 (as amended, the “Merger Agreement”). In connection with the VIH Business Combination, VIH changed its name to “Bakkt Holdings, Inc.” and changed its jurisdiction of incorporation from the Cayman Islands to the State of Delaware (the “Domestication”).

Unless the context otherwise provides, “we,” “us,” “our,” “Bakkt,” the “Company” and like terms refer to Bakkt Holdings, Inc. and its subsidiaries, including Opco.

Immediately following the Domestication, we became organized in an umbrella partnership corporation, or “up-C,” structure in which substantially all of our assets and business are held by Opco, and our only direct assets consist of common units in Opco (“Opco Common Units”), which are non-voting interests in Opco, and the managing member interest in Opco.

In connection with the VIH Business Combination, a portion of VIH shares were exchanged for cash for shareholders who elected to execute their redemption right. The remaining VIH shares were exchanged for newly issued shares of our Class A Common Stock. Additionally, all outstanding membership interests and rights to acquire membership interests in Opco were exchanged for Opco Common Units and an equal number of newly issued shares of our Class V Common Stock. The existing owners of Opco other than Bakkt are considered noncontrolling interests in the accompanying consolidated financial statements.

On April 1, 2023 we completed the acquisition of 100% of the ownership interests of Apex Crypto LLC ("Apex Crypto") and subsequently changed the name of the legal entity to Bakkt Crypto Solutions, LLC ("Bakkt Crypto Solutions"), effective June 12, 2023. On March 20, 2024, Bakkt Crypto Solutions merged with and into Bakkt Marketplace, LLC ("Bakkt Marketplace"), with Bakkt Marketplace as the surviving entity in the merger. Bakkt Marketplace was then renamed to Bakkt Crypto Solutions, LLC ("Bakkt Crypto").

Description of Business

We provide, or are working to provide, simplified solutions focused in the following areas:

Crypto

•Custody. Our institutional-grade qualified custody solution is primarily provided by our subsidiary, Bakkt Trust Company LLC (“Bakkt Trust”), a limited purpose trust company that is supervised by the New York State Department of Financial Services (“NYDFS”) and governed by an independent Board of Managers. In connection to the acquisition of Apex Crypto, we acquired third-party custodial relationships with BitGo and Coinbase Custody, which are currently used by Bakkt Crypto for custody and coin transfers, where applicable. In addition, Bakkt Crypto also self-custodies select coins to facilitate consumer withdrawals. Refer to Note 20.

•Trading. Our platform provides customers with the ability to buy, sell and store crypto via application programming interfaces or embedded web experience. We enable clients in various industries to provide their customers with the ability to transact in crypto directly in their trusted environments. In September 2024, we added nine coins to our crypto trading offering. As of September 30, 2024, we currently facilitate transactions in the crypto assets listed in the table below.


Crypto Asset			Symbol
Algorand*			ALGL
Avalanche*			AVAX
Bitcoin			BTC
Bitcoin Cash			BCH
Cardano*			ADA
Chainlink*			LINK
Cosmos*			ATOM
Dogecoin			DOGE
Ethereum			ETH
Ethereum Classic			ETC
Litecoin			LTC
Pepe Coin*			PEPE
Polkadot*			DOT
Ripple*			XRP
Shiba Inu			SHIB
Solana*			SOL
USD Coin			USDC
*New coin as of September 30, 2024

Bakkt Trust's custody solution has the capability to provide support to Bakkt Crypto with respect to certain of the crypto assets supported by the Company. Additionally, u

Investment in Debt Securities - Available-for-Sale Debt Securities by Contractual Maturity (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Cost Basis
Due in one year or less	$ 6,550
Due after one year through five years	0
Total debt securities - available-for-sale	6,550	$ 17,230
Fair Value
Due in one year or less	6,727
Due after one year through five years	0
Total debt securities - available-for-sale	$ 6,727	$ 17,398

Summary of Significant Accounting Policies (Details) $ / shares in Units, $ in Thousands		3 Months Ended						9 Months Ended
	Apr. 29, 2024 $ / shares	Sep. 30, 2024 USD ($) $ / shares	Jun. 30, 2024 USD ($)	Mar. 31, 2024 USD ($)	Sep. 30, 2023 USD ($)	Jun. 30, 2023 USD ($)	Mar. 31, 2023 USD ($)	Sep. 30, 2024 USD ($) $ / shares	Sep. 30, 2023 USD ($)	Sep. 30, 2025 USD ($)	Sep. 29, 2025 USD ($)	Jun. 29, 2025 USD ($)	Mar. 30, 2025 USD ($)	Oct. 28, 2024 USD ($)	Aug. 12, 2024 USD ($)	May 03, 2024 USD ($)	Dec. 31, 2023 USD ($) $ / shares
Cash and Cash Equivalents [Line Items]
Reverse stock split ratio	0.04
Cash savings, excluding severance over the next 12 months																$ 13,000
Net loss		$ 6,291	$ 35,512	$ 21,275	$ 51,749	$ 50,511	$ 44,859	$ 63,078	$ 147,119
Cash consumed in operations								52,605	53,891
Cash and cash equivalents		28,984			$ 68,219			28,984	$ 68,219								$ 52,882
Available-for-sale securities		$ 6,727						$ 6,727									$ 17,398
Line of Credit \| ICE Credit Facility
Cash and Cash Equivalents [Line Items]
Maximum borrowing capacity															$ 40,000
Subsequent Event
Cash and Cash Equivalents [Line Items]
Cash savings, excluding severance over the next 12 months														$ 3,400
Subsequent Event \| Line of Credit \| ICE Credit Facility
Cash and Cash Equivalents [Line Items]
Maximum borrowing capacity										$ 40,000	$ 30,000	$ 20,000	$ 10,000
Class A Common Stock
Cash and Cash Equivalents [Line Items]
Common stock, par value (in dollars per share) \| $ / shares	$ 0.0001	$ 0.0001						$ 0.0001									$ 0.0001
Class V Common Stock
Cash and Cash Equivalents [Line Items]
Common stock, par value (in dollars per share) \| $ / shares	$ 0.0001	$ 0.0001						$ 0.0001									$ 0.0001

Tax Receivable Agreement (Details) - shares	9 Months Ended
Tax Receivable Agreement (Details) - shares	Sep. 30, 2024	Oct. 15, 2021
Opco common units
Conversion of Stock [Line Items]
TRA, percent of income tax benefits payable to exchanging stockholders		85.00%
Class A Common Stock
Conversion of Stock [Line Items]
Stock issued during period, shares, conversion of convertible securities (in shares)	1,043,210

Consolidated Balance Sheet Components (Tables)

9 Months Ended

Sep. 30, 2024

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Schedule of Accounts Receivable, Net

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


	September 30, 2024		December 31, 2023
Trade accounts receivable	$	18,011	$	14,987
Receivables from customers, clients and liquidity partners	3,674		6,123
Unbilled receivables	1,602		6,125
Deposits	1,653		939
Other receivables	3,033		2,221
Total accounts receivable	27,973		30,395
Less: Allowance for doubtful accounts	(1,187)		(731)
Total	$	26,786	$	29,664

Schedule of Other Current Assets

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


	September 30, 2024		December 31, 2023
Prepaid expenses	$	3,936	$	3,307
Other	192		25
Total	$	4,128	$	3,332

Schedule of Property, Equipment and Software, Net

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


	September 30, 2024		December 31, 2023
Internal-use software	$	1,565	$	—
Other computer and network equipment	863		800
Leasehold improvements	276		—
Property, equipment and software, gross	2,704		800
Less: accumulated amortization and depreciation	(935)		(740)
Total	$	1,769	$	60

Schedule of Other Assets

Other assets consisted of the following (in thousands):


	September 30, 2024		December 31, 2023
Operating lease right-of-use assets	$	10,101	$	11,456
Deposits with clearinghouse	159		159
Other	2,004		1,647
Total	$	12,264	$	13,262

Schedule of Accounts Payable and Accrued Liabilities

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


	September 30, 2024		December 31, 2023
Accounts payable	$	7,398	$	14,925
Payables to clients and customers	2,075		4,906
Accrued expenses	14,921		15,970
Purchasing card payable	5,755		11,830
Salaries and benefits payable	6,806		4,442
Loyalty revenue share liability	3,159		2,686
Other	1,729		620
Total	$	41,843	$	55,379

Other Current Liabilities

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


	September 30, 2024		December 31, 2023
Current maturities of operating lease liability	4,192		3,636
Other	51		70
Total	$	4,243	$	3,706

Other Noncurrent Liabilities

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


	September 30, 2024		December 31, 2023
Operating lease liability, noncurrent	$	20,353	$	23,525
Total	$	20,353	$	23,525

Investment in Debt Securities (Tables)

9 Months Ended

Sep. 30, 2024

Investments, Debt and Equity Securities [Abstract]

Debt Securities, Available-for-Sale


	September 30, 2024						December 31, 2023
Available-for-sale securities	Cost Basis		Unrealized Gain, net		Fair Value		Cost Basis		Unrealized Gain, net		Fair Value
Government debt
U.S. treasury bonds	$	6,550	$	177	$	6,727	$	17,230	$	168	$	17,398
Total available-for-sale securities	$	6,550	$	177	$	6,727	$	17,230	$	168	$	17,398

Investments Classified by Contractual Maturity Date


	September 30, 2024
	Cost Basis		Fair Value
Due in one year or less	$	6,550	$	6,727
Due after one year through five years	—		—
Total debt securities - available-for-sale	$	6,550	$	6,727

- Definition

Tabular disclosure of investment in debt security measured at fair value with change in fair value recognized in other comprehensive income (available-for-sale).

+ References

Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 320
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 9
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481800/320-10-50-9

Reference 2: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 320
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 3
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481800/320-10-50-3

Reference 3: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 320
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481800/320-10-50-2

Reference 4: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 320
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481800/320-10-50-2

Reference 5: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 320
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481800/320-10-50-2

Reference 6: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 320
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (aa)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481800/320-10-50-2

Reference 7: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 320
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (aaa)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481800/320-10-50-2

Reference 8: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 320
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481800/320-10-50-2

Reference 9: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 320
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 3
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481800/320-10-50-3

Reference 10: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 320
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 3
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481800/320-10-50-3

Reference 11: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 320
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 3
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481800/320-10-50-3

Reference 12: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 320
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 3
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481800/320-10-50-3

+ Details

Subsequent Events	9 Months Ended
Subsequent Events	Sep. 30, 2024
Subsequent Events [Abstract]
Subsequent Events	Subsequent Events In October 2024, we began investigating a possible wind-down and dissolution of Bakkt Trust due to its lack of market traction and high cost of capital (due to regulatory requirements). As this process has progressed, we have also worked to find strategic alternatives for Bakkt Trust. As we explore these options, we expect to have a lower regulatory capital requirement during the pendency of this process.

Business Combination and Asset Acquisition

9 Months Ended

Sep. 30, 2024

Business Combination, Asset Acquisition, and Joint Venture Formation [Abstract]

Business Combination and Asset Acquisition

Bakkt Crypto

On April 1, 2023 we completed the acquisition of 100% of the ownership interests of Bakkt Crypto Solutions. We recognized goodwill from the acquisition due to the assembled, experienced workforce and anticipated growth we expect to achieve from Apex Crypto’s sales pipeline and product capabilities. The total consideration as measured at April 1, 2023 included $55.0 million in cash, approximately $10.5 million in Class A Common Stock payable based on Bakkt Crypto Solutions’ performance in the fourth quarter of 2022, and $11.8 million of cash paid for net working capital, which was predominantly cash held in banks. In addition, we may pay up to $100.0 million of our Class A Common Stock as additional consideration depending on Bakkt Crypto Solutions’ achievement of certain financial targets through 2025 (the "contingent consideration"). As part of the purchase price allocation, the value of the contingent consideration was estimated to be $2.9 million.

The following is a reconciliation of the fair value of consideration transferred in the acquisition to the fair value of the assets acquired and liabilities assumed.


($ in millions)
Cash consideration paid	$	55.0
Cash paid for working capital and cash	11.8
Class A Common Stock at transaction close	10.5
Estimated fair value of Class A Common Stock contingent consideration	2.9
Total consideration	$	80.2
Current assets	$	31.8
Safeguarding asset for crypto	689.3
Non-current assets	0.3
Intangible assets - developed technology	5.6
Intangible assets - customer relationships	10.2
Goodwill	52.0
Current liabilities	(19.7)
Safeguarding obligation for crypto	(689.3)
Net assets acquired	$	80.2

The above fair values are as of the acquisition date. The acquired intangible assets and goodwill required the use of significant unobservable inputs including partner activation forecasts, expectations about customer trading volume and frequency, customer attrition rates, and estimated useful lives of acquired technology and discount rates (level 3 inputs). The acquired customer relationships were valued using a multi-period excess earnings model. The acquired developed technology was valued using a relief from royalty method. Acquired crypto safeguarding asset and obligation were valued based on the midpoint of a bid-ask spread as of the acquisition date (level 2 inputs). Other assets and liabilities were carried over at their acquired costs which was not materially different than their fair values.

The contingent consideration payable in Class A Common Stock to Bakkt Crypto Solutions' former owners based on the performance of the business in the 2023 through 2025 annual periods was estimated using a Monte Carlo simulation given the range of possible outcomes. As of December 31, 2023, we determined the value of the contingent consideration was zero, based on our forward-looking projections and minimum profit requirements associated with the contingent consideration and reversed the accrual through acquisition expenses. As of September 30, 2024, we determined the value of the contingent consideration remained zero.

The following unaudited pro forma financial information presents the Company's results of operations as if the acquisition of Bakkt Crypto Solutions had occurred on January 1, 2023. The unaudited pro forma financial information as presented below is for illustrative purposes and does not purport to represent what the results of operations would actually have been if the acquisition of Bakkt Crypto Solutions occurred as of the date indicated or what the results would be for any future periods. The unaudited pro forma results reflect the step-up amortization adjustments for the fair value of intangible assets acquired, acquisition-related expenses, and share-based compensation expense for newly issued restricted stock units. Pro forma revenue for the nine months ended September 30, 2023 would be $1,011.0 million. Pro forma net loss for the nine months ended September 30, 2023 would be $148.3 million.

Bumped Acquisition

On February 8, 2023, we acquired 100% of the units of Bumped Financial, LLC, which we subsequently renamed Bakkt Brokerage, LLC ("Bakkt Brokerage"), a broker-dealer registered with the SEC and the Financial Industry Regulatory Authority, Inc., for cash consideration of $0.6 million. Because of the limited scope of its historical operations, we determined that substantially all of the purchase consideration in the transaction would be allocated to the in-place licenses Bakkt Brokerage held and, as such, have accounted for this transaction as an asset acquisition.

Summary of Significant Accounting Policies (Policies)	9 Months Ended
Summary of Significant Accounting Policies (Policies)	Sep. 30, 2024
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Basis of Presentation	Basis of Presentation The accompanying unaudited interim consolidated financial statements are prepared in accordance with United States generally accepted accounting principles (“U.S. GAAP”) for interim financial information and with the instructions to the Quarterly Report on Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. In the opinion of management, the unaudited interim consolidated financial statements include the accounts of the Company and our subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. In addition, certain reclassifications of amounts previously reported have been made to the accompanying consolidated financial statements in order to conform to current presentation. In the opinion of management, all adjustments (consisting of normal recurring accruals), considered necessary for a fair presentation have been included. The interim results for the three and nine months ended September 30, 2024 are not necessarily indicative of the results that may be expected for the year ending December 31, 2024, or for any other future annual or interim period. These unaudited interim consolidated financial statements should be read in conjunction with the Company’s audited financial statements and accompanying notes thereto included in our Form 10-K. On April 29, 2024, following approval by our stockholders and Board of Directors, we effected a reverse stock split (the “Reverse Stock Split”) of our Class A Common Stock, par value $0.0001 per share (“Class A Common Stock”), and Class V Common Stock, par value $0.0001 per share (“Class V Common Stock” and collectively with the Class A Common Stock, the “Common Stock”), at a ratio of 1-for-25 (the “Reverse Stock Split Ratio”). Our Class A Common Stock began trading on a reverse-split adjusted basis on the New York Stock Exchange (the "NYSE") as of the open of trading on April 29, 2024. All outstanding warrants and share-based awards were also adjusted on a 1-for-25 basis. As such, the Reverse Stock Split has been retroactively applied to all share and per share information throughout this Quarterly Report on Form 10-Q (unless otherwise noted).
Use of Estimates	Use of Estimates The preparation of the consolidated 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 and assumptions on historical experience and various judgments 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 going concern, income tax valuation allowances, useful lives and fair value of intangible assets and property, equipment and software, fair value of financial assets and liabilities, determining provision for doubtful accounts, valuation of acquired tangible and intangible assets, the impairment of intangible and long-lived assets and goodwill, our issued warrants, and fair market value of stock-based awards. Actual results and outcomes may differ from management’s estimates and assumptions and such differences may be material to our audited consolidated financial statements.
Recently Adopted Accounting Pronouncements and Recently Issued Accounting Pronouncements Not Yet Adopted	Recently Adopted Accounting Pronouncements For the nine months ended September 30, 2024, there were no significant changes to the recently adopted accounting pronouncements applicable to us from those disclosed in Note 2 to the consolidated financial statements included in our Form 10-K. Recently Issued Accounting Pronouncements Not Yet Adopted In November 2023, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2023-07, Segment Reporting (Topic 280), Improvements to Reportable Segment Disclosures, which expands annual and interim disclosure requirements for reportable segments, primarily through enhanced disclosures about significant segment expenses. The updated standard will be effective for our annual periods beginning in fiscal 2024 and interim periods beginning in the first quarter of fiscal 2025. Early adoption is permitted. We are currently evaluating the impact that the updated standard will have on our financial statement disclosures. In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740), Improvements to Income Tax Disclosures, which will require additional tax disclosures, predominantly related to the effective income tax rate reconciliation and income taxes paid. The updated standard will be effective for our annual periods beginning in fiscal 2025. Early adoption is permitted. We are currently evaluating the impact that the updated standard will have on our financial statement disclosures.

Business Combination and Asset Acquisition - Narrative (Details) - USD ($) $ in Thousands			9 Months Ended
	Apr. 01, 2023	Feb. 08, 2023	Sep. 30, 2023	Sep. 30, 2024	Dec. 31, 2023
Bumped
Business Acquisition [Line Items]
Percentage of issued and outstanding ownership interests acquired		100.00%
Cash consideration		$ 600
Apex Crypto, LLC
Business Acquisition [Line Items]
Percentage of issued and outstanding ownership interests acquired	100.00%
Cash consideration paid	$ 55,000
Cash paid for working capital and cash	11,800
Contingent consideration	2,900			$ 0	$ 0
Pro forma revenue, net			$ 1,011,000
Pro forma net loss			$ (148,300)
Cash consideration	80,200
Apex Crypto, LLC \| Maximum
Business Acquisition [Line Items]
Estimated fair value of Class A Common Stock contingent consideration	100,000
Apex Crypto, LLC \| Class A Common Stock
Business Acquisition [Line Items]
Class A Common Stock at transaction close	10,500
Estimated fair value of Class A Common Stock contingent consideration	$ 2,900

Consolidated Balance Sheet Components - Other Current Liabilities (Details) - Nonrelated Party - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Related Party Transaction [Line Items]
Current maturities of operating lease liability	$ 4,192	$ 3,636
Other	51	70
Total	$ 4,243	$ 3,706

Commitment and Contingencies

9 Months Ended

Sep. 30, 2024

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

401(k) Plan

We sponsor a 401(k) defined contribution plan covering all eligible U.S. employees. Both Company and employee contributions to the 401(k) plan are discretionary. For the three and nine months ended September 30, 2024, we recorded approximately $0.5 million and $1.8 million, respectively, of expenses related to the 401(k) plan, which is included in "Compensation and benefits" in the consolidated statements of operations. For the three and nine months ended September 30, 2023, we recorded approximately $0.7 million and $2.4 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 September 30, 2024, 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 statements of operations and comprehensive loss at that time.

Litigation

As described above, in October 2021, we completed the VIH Business Combination with 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. On April 12, 2023, the parties completed a stipulation of settlement resolving the litigation for $3.0 million, subject to Court approval. On September 21, 2023, the Court granted the motion for preliminary approval. On February 27, 2024, the Court held a final approval hearing at which the Court sought certain limited additional information from Plaintiffs, which Plaintiffs provided on March 5, 2024. On April 17, 2024, the Court granted the Plaintiffs' motion for final approval and terminated the class action. We expect the settlement will be covered by our insurance less our contractual retention.

On June 23, 2023, an “opt-out” action related to the foregoing class action was filed against Bakkt Holdings, Inc. and the individuals named in the class action. In late February 2024, plaintiff provided notice that he intended to pursue his remedies as a class member, and therefore did not expect further to pursue this action. On March 1, 2024, the parties filed a joint stipulation of dismissal without a settlement or compromise between the parties, and on March 5, 2024 the Court issued an order dismissing the action.

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. On June 13, 2023, the defendants filed with the Court a pre-motion letter setting forth the reasons for the dismissal of the action. On July 20, 2023, the parties filed with the Court a stipulation of a voluntary dismissal of the action without a settlement or compromise between them. On July 31, 2023, the Court issued an order to dismiss the action.

Prior to its acquisition by the Company, Apex Crypto received requests from the SEC for documents and information about certain aspects of its business, including the operation of its trading platform, processes for listing assets, the classification of certain listed assets, and relationships with customers and service providers, among other topics. The SEC has since made a number of follow-up requests for additional documents and information, and the Company has continued to respond to those requests on a timely basis. Based on the ongoing nature of this matter, the outcome remains uncertain and the Company cannot estimate the potential impact, if any, on its business or financial statements at this time.

On January 25, 2024, the Company’s subsidiary, Aspire Loyalty Travel Solutions, LLC (“Aspire”) received a letter from one of its vendors alleging breach of its agreement with that vendor relating to a migration of Aspire’s systems to a different vendor. The alleged breach relates to a contractual provision requiring Aspire to originate at least a given percentage of its redemptions on the vendor’s systems. In May 2024, we settled the matter for $1.1 million. We recognized $0.4 million of expense for this matter during the nine months ended September 30, 2024.

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

On April 7, 2022, we entered into a corporate card services agreement with Bank of America to provide a purchasing card facility that we utilize for redemption purchases made from vendors as part of our loyalty redemption platform. Total borrowing capacity under the facility was $35 million and there is no defined maturity date. Expenditures made using the purchasing card facility are payable at least bi-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 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.

In March 2024, Bank of America required us to pledge as collateral the amounts which were previously required to be maintained in the concentration account. In April 2024, Bank of America reduced our credit line associated with the purchasing card facility from $35.0 million to $20.0 million.

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. In December 2023, we agreed to amend the contract and extend the payment period for an additional year. During the year ended December 31, 2023, we entered into a five-year strategic marketing agreement which required a committed spend. In July 2024, we terminated the agreement, which required a settlement payment of $1.1 million and resulted in the release from future obligations. As of September 30, 2024, our outstanding purchase obligations, net of the settlement described above, consisted 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	$	5,000	$	10,500	$	—	$	—	$	15,500

Consolidated Balance Sheets (Parentheticals) - $ / shares	Sep. 30, 2024	Apr. 29, 2024	Dec. 31, 2023
Class A Common Stock
Common stock, par value (in dollars per share)	$ 0.0001	$ 0.0001	$ 0.0001
Common stock, authorized (in shares)	30,000,000		30,000,000
Common stock, shares issued (in shares)	6,465,776		3,793,837
Common stock, outstanding (in shares)	6,465,776		3,793,837
Class V Common Stock
Common stock, par value (in dollars per share)	$ 0.0001	$ 0.0001	$ 0.0001
Common stock, authorized (in shares)	10,000,000		10,000,000
Common stock, shares issued (in shares)	7,194,941		7,200,064
Common stock, outstanding (in shares)	7,194,941		7,200,064

Goodwill and Intangible Assets, Net - Narrative (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Mar. 31, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023	Dec. 31, 2023
Goodwill [Line Items]
Goodwill impairment			$ 0
Amortization of intangible assets		$ 2,600		$ 7,200
Finite-Lived Intangible Assets, Net			$ 0
Trademarks / trade names
Goodwill [Line Items]
Impairment of indefinite-lived intangible assets	$ 5,100
Licensing Agreements [Member]
Goodwill [Line Items]
Impairment of indefinite-lived intangible assets	611
Customer Relationships [Member]
Goodwill [Line Items]
Impairment of finite-lived intangible assets	42,662
Finite-Lived Intangible Assets, Net					$ 0
Technology-Based Intangible Assets [Member]
Goodwill [Line Items]
Impairment of finite-lived intangible assets	$ 12,126
Finite-Lived Intangible Assets, Net					$ 0

Consolidated Statements of Operations - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Revenues:
Total revenues	$ 328,419	$ 204,774	$ 1,692,899	$ 565,622
Operating expenses:
Crypto costs	312,841	189,428	1,636,514	521,601
Execution, clearing and brokerage fees	2,207	697	11,229	2,902
Compensation and benefits	21,085	24,608	67,997	85,818
Professional services	5,346	1,962	12,620	7,204
Technology and communication	4,234	5,536	13,657	15,647
Selling, general and administrative	8,493	7,447	21,819	21,722
Acquisition-related expenses	0	(739)	66	17,053
Depreciation and amortization	107	3,959	281	10,843
Related party expenses	150	1,033	450	3,145
Goodwill and intangible asset impairments	0	23,325	0	23,325
Impairment of long-lived assets	601	56	889	56
Restructuring expenses	425	0	7,492	4,471
Other operating expenses	313	322	1,122	1,231
Total operating expenses	355,802	257,634	1,774,136	715,018
Operating loss	(27,383)	(52,860)	(81,237)	(149,396)
Interest income, net	1,014	1,177	3,215	3,502
Gain (loss) from change in fair value of warrant liability	19,984	(214)	13,916	(857)
Other (expense) income, net	(20)	379	1,144	33
Loss before income taxes	(6,405)	(51,518)	(62,962)	(146,718)
Income tax benefit (expense)	114	(231)	(116)	(401)
Net loss	(6,291)	(51,749)	(63,078)	(147,119)
Less: Net loss attributable to noncontrolling interest	(3,398)	(34,418)	(35,598)	(98,964)
Net loss attributable to Bakkt Holdings, Inc.	$ (2,893)	$ (17,331)	$ (27,480)	$ (48,155)
Net loss per share attributable to Class A Common Stockholders:
Basic (in dollars per share)	$ (0.45)	$ (4.74)	$ (4.87)	$ (13.72)
Diluted (in dollars per share)	$ (0.45)	$ (4.74)	$ (4.87)	$ (13.72)
Crypto services
Revenues:
Total revenues	$ 316,333	$ 191,750	$ 1,654,814	$ 527,526
Loyalty services, net
Revenues:
Total revenues	$ 12,086	$ 13,024	$ 38,085	$ 38,096

Revenue from Contracts with Customers - Deferred Revenue (Details) - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023
Contract with Customer, Liability [Roll Forward]
Beginning of the period contract liability	$ 7,480	$ 7,084
Revenue recognized from contract liabilities included in the beginning balance	(3,703)	(3,055)
Increases due to cash received, net of amounts recognized in revenue during the period	826	3,191
End of the period contract liability	$ 4,603	$ 7,220

Revenue from Contracts with Customers (Tables)

9 Months Ended

Sep. 30, 2024

Revenue from Contract with Customer [Abstract]

Disaggregation of Revenue

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


Service Type	Three Months Ended September 30, 2024		Three Months Ended September 30, 2023		Nine Months Ended September 30, 2024		Nine Months Ended September 30, 2023
Transaction revenue	$	322,338	$	198,526	$	1,674,040	$	548,774
Subscription and service revenue	6,081		6,248		18,859		16,848
Total revenue	$	328,419	$	204,774	$	1,692,899	$	565,622


Platform	Three Months Ended September 30, 2024		Three Months Ended September 30, 2023		Nine Months Ended September 30, 2024		Nine Months Ended September 30, 2023
Loyalty redemption platform, net	$	12,086	$	13,024	$	38,085	$	38,096
Crypto services	316,333		191,750		1,654,814		527,526
Total revenue	$	328,419	$	204,774	$	1,692,899	$	565,622

Contract Liabilities

The activity in deferred revenue for the nine months ended September 30, 2024 and September 30, 2023, respectively, was as follows (in thousands):


	Nine Months Ended September 30, 2024		Nine Months Ended September 30, 2023
Beginning of the period contract liability	$	7,480	$	7,084
Revenue recognized from contract liabilities included in the beginning balance	(3,703)		(3,055)
Increases due to cash received, net of amounts recognized in revenue during the period	826		3,191
End of the period contract liability	$	4,603	$	7,220

Warrants (Details) - USD ($)			3 Months Ended		9 Months Ended
Warrants (Details) - USD ($)	Mar. 04, 2024	Feb. 29, 2024	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023	Jun. 30, 2024	Apr. 25, 2024	Dec. 31, 2023
Class of Warrant or Right [Line Items]
Proceeds from the exercise of warrants					$ 3,000	$ 0
Loss (gain) from change in fair value of warrant liability			$ 19,984,000	$ (214,000)	13,916,000	(857,000)
Warrant liability			$ 15,836,000		$ 15,836,000				$ 2,356,000
Class Of Warrant Or Right, Term					5 years 6 months
Exercise of warrants (in shares)			144,175
Class A Common Stock
Class of Warrant or Right [Line Items]
Number of shares entitled to holders of each warrant (in shares)			0.04		0.04
Class A Common Stock \| Third-Party Offering [Member]
Class of Warrant or Right [Line Items]
Sale of stock, number of units/warrants issued (in shares)		1,396,701
Class A Common Stock \| ICE Offering
Class of Warrant or Right [Line Items]
Sale of stock, number of units/warrants issued (in shares)	461,361
Public warrants
Class of Warrant or Right [Line Items]
Warrants outstanding (in shares)			7,140,508		7,140,508				7,140,508
Proceeds from the exercise of warrants			$ 0	0	$ 100,000	0
Loss (gain) from change in fair value of warrant liability			$ 20,000,000.0	$ (200,000)	$ 13,900,000	$ (900,000)
Public warrants \| Class A Common Stock
Class of Warrant or Right [Line Items]
Exercise price (in dollars per share)			$ 287.50		$ 287.50
Pre-Funded Warrants
Class of Warrant or Right [Line Items]
Proceeds from the exercise of warrants					$ 0
Pre-Funded Warrants \| Class A Common Stock \| Third-Party Offering [Member]
Class of Warrant or Right [Line Items]
Sale of stock, number of units/warrants issued (in shares)		196,701
Warrants issued, number of units called by warrants (in shares)		448,742
Class 1 And Class 2 Warrants
Class of Warrant or Right [Line Items]
Loss (gain) from change in fair value of warrant liability			$ 19,400,000		15,200,000
Warrant liability	$ 27,700,000							$ 2,600,000
Warrants and Rights Outstanding			$ 865,050		$ 865,050
Class 1 Warrants
Class of Warrant or Right [Line Items]
Exercise price (in dollars per share)		$ 25.50
Class Of Warrant Or Right, Threshold Period After Closing For Exercise Of Warrants		6 months
Class 1 Warrants \| Class A Common Stock \| Third-Party Offering [Member]
Class of Warrant or Right [Line Items]
Warrants issued, number of units called by warrants (in shares)		922,722
Class 1 Warrants \| Class A Common Stock \| ICE Offering
Class of Warrant or Right [Line Items]
Warrants issued, number of units called by warrants (in shares)	230,680
Class 2 Warrants
Class of Warrant or Right [Line Items]
Exercise price (in dollars per share)		$ 25.50
Class Of Warrant Or Right, Threshold Period After Closing For Exercise Of Warrants		6 months
Warrants and Rights Outstanding							$ 288,350
Class 2 Warrants \| Class A Common Stock
Class of Warrant or Right [Line Items]
Number of shares entitled to holders of each warrant (in shares)			0.5		0.5
Class 2 Warrants \| Class A Common Stock \| Third-Party Offering [Member]
Class of Warrant or Right [Line Items]
Warrants issued, number of units called by warrants (in shares)		922,722
Class 2 Warrants \| Class A Common Stock \| ICE Offering
Class of Warrant or Right [Line Items]
Warrants issued, number of units called by warrants (in shares)	230,680

Share-Based and Unit-Based Compensation (Tables)

9 Months Ended

Sep. 30, 2024

Share-Based Payment Arrangement [Abstract]

Schedule of RSU Activity

The following tables summarize RSU and PSU activity under the 2021 Incentive Plan for the nine months ended September 30, 2024 and September 30, 2023 (in thousands, except per unit data):


RSUs and PSUs	Number of RSUs and PSUs	Weighted Average Remaining Contractual Term (years)	Weighted Average Grant Date Fair Value		Aggregate Intrinsic Value
Outstanding as of December 31, 2022	551	2.05	$	101.25
Granted	338		$	37.25	$	12,596
Forfeited	(145)
Vested	(211)
Outstanding as of September 30, 2023	533	1.57	$	73.25

Outstanding as of December 31, 2023	521	1.38	$	69.75
Granted	1,265		$	13.29	$	16,816
Forfeited	(167)
Vested	(345)
Outstanding as of September 30, 2024	1,274	1.59	$	13.69

Schedule of PSU Activity

The following tables summarize RSU and PSU activity under the 2021 Incentive Plan for the nine months ended September 30, 2024 and September 30, 2023 (in thousands, except per unit data):


RSUs and PSUs	Number of RSUs and PSUs	Weighted Average Remaining Contractual Term (years)	Weighted Average Grant Date Fair Value		Aggregate Intrinsic Value
Outstanding as of December 31, 2022	551	2.05	$	101.25
Granted	338		$	37.25	$	12,596
Forfeited	(145)
Vested	(211)
Outstanding as of September 30, 2023	533	1.57	$	73.25

Outstanding as of December 31, 2023	521	1.38	$	69.75
Granted	1,265		$	13.29	$	16,816
Forfeited	(167)
Vested	(345)
Outstanding as of September 30, 2024	1,274	1.59	$	13.69

Summary of Unit-Based Compensation Expense

Unit-based compensation expense for the three and nine months ended September 30, 2023 was as follows (in thousands):


Type of unit	Three Months Ended September 30, 2023		Nine Months Ended September 30, 2023
Common incentive unit	$	372	$	1,291
Participation unit	(32)		(4)
Total	$	340	$	1,287

Summary of Incentive Unit Activity

The following table summarizes common incentive unit activity under the Opco Plan for the nine months ended September 30, 2024 (in thousands, except per unit data):


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, 2023	309	0.00	$	166.75	$	51,467
Granted	—
Forfeited	—
Exchanged	(5)
Outstanding as of September 30, 2024	304	0.00	$	166.75	$	50,677


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, 2022	332	0.79	$	157.50	$	67,635
Granted	—
Forfeited	—
Exchanged	(8)
Outstanding as of September 30, 2023	324	0.54	$	157.50	$	65,980

Net Loss per share - Basic and Diluted Per Share Computations (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended						9 Months Ended
	Sep. 30, 2024	Jun. 30, 2024	Mar. 31, 2024	Sep. 30, 2023	Jun. 30, 2023	Mar. 31, 2023	Sep. 30, 2024	Sep. 30, 2023
Numerator – basic and diluted:
Net loss	$ (6,291)	$ (35,512)	$ (21,275)	$ (51,749)	$ (50,511)	$ (44,859)	$ (63,078)	$ (147,119)
Less: Net loss attributable to noncontrolling interest	(3,398)			(34,418)			(35,598)	(98,964)
Net loss attributable to Bakkt Holdings, Inc.	(2,893)			(17,331)			(27,480)	(48,155)
Net loss attributable to Bakkt Holdings, Inc. – basic and diluted	$ (2,893)			$ (17,331)			$ (27,480)	$ (48,155)
Denominator – basic and diluted:
Weighted average shares outstanding – basic (in shares)	6,361,793			3,654,314			5,642,609	3,509,048
Weighted average shares outstanding – diluted (in shares)	6,361,793			3,654,314			5,642,609	3,509,048
Net loss per share – basic (in dollars per share)	$ (0.45)			$ (4.74)			$ (4.87)	$ (13.72)
Net loss per share – diluted (in dollars per share)	$ (0.45)			$ (4.74)			$ (4.87)	$ (13.72)

Income Taxes (Details) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
Income Taxes (Details) - USD ($) $ in Millions	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Dec. 31, 2023
Income Tax Disclosure [Abstract]
Effective tax rate	1.80%	1.00%	1.00%
Unrecognized tax benefits	$ 0.0		$ 0.0	$ 0.0
Unrecognized tax benefits, interest and penalties accrued	$ 0.0		$ 0.0	$ 0.0

Goodwill and Intangible Assets, Net - Goodwill (Details) - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2024	Dec. 31, 2023
Goodwill and Intangible Assets Disclosure [Abstract]
Gross Carrying Amount	$ 1,579,265	$ 1,579,265
Accumulated Impairment Losses	(1,511,264)	(1,511,264)
Net Carrying Amount	68,001	$ 68,001
Goodwill [Roll Forward]
Goodwill, beginning balance	68,001
Foreign currency translation	0
Goodwill, ending balance	$ 68,001

- Definition

Amount, after accumulated impairment loss, of asset representing future economic benefit arising from other asset acquired in business combination or from joint venture formation or both, that is not individually identified and separately recognized.

+ References

Reference 1: http://www.xbrl.org/2003/role/exampleRef
-Topic 280
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-Section 55
-Paragraph 49
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Reference 3: http://www.xbrl.org/2003/role/exampleRef
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+ Details

Cover - shares	9 Months Ended
Cover - shares	Sep. 30, 2024	Nov. 08, 2024
Document Information [Line Items]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Sep. 30, 2024
Document Transition Report	false
Entity File Number	001-39544
Entity Registrant Name	BAKKT HOLDINGS, INC.
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	98-1550750
Entity Address, Address Line One	10000 Avalon Boulevard
Entity Address, Address Line Two	Suite 1000
Entity Address, City or Town	Alpharetta
Entity Address, State or Province	GA
Entity Address, Postal Zip Code	30009
City Area Code	678
Local Phone Number	534-5849
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Shell Company	false
Amendment Flag	false
Document Fiscal Period Focus	Q3
Document Fiscal Year Focus	2024
Current Fiscal Year End Date	--12-31
Entity Central Index Key	0001820302
Class A Common Stock
Document Information [Line Items]
Title of 12(b) Security	Class A Common Stock, par value $0.0001 per share
Trading Symbol	BKKT
Security Exchange Name	NYSE
Entity Common Stock, Shares Outstanding (in shares)		6,476,386
Class V Common Stock
Document Information [Line Items]
Entity Common Stock, Shares Outstanding (in shares)		7,194,941
Warrants
Document Information [Line Items]
Title of 12(b) Security	Warrants to purchase Class A Common Stock
Trading Symbol	BKKT WS
Security Exchange Name	NYSE
Entity Common Stock, Shares Outstanding (in shares)		7,140,508

Net Loss per share

9 Months Ended

Sep. 30, 2024

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. 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. There is no difference in the number of shares used to calculate basic and diluted shares outstanding due to our net loss position. The potentially dilutive securities that would be anti-dilutive due to our net loss are not included in the calculation of diluted net loss per share attributable to controlling interest.

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


	Three Months Ended September 30, 2024		Three Months Ended September 30, 2023		Nine Months Ended September 30, 2024		Nine Months Ended September 30, 2023
Net Loss per share:
Numerator – basic and diluted:
Net loss	$	(6,291)	$	(51,749)	$	(63,078)	$	(147,119)
Less: Net loss attributable to noncontrolling interest	(3,398)		(34,418)		(35,598)		(98,964)


Net loss attributable to Bakkt Holdings, Inc. – basic and diluted	$	(2,893)	$	(17,331)	$	(27,480)	$	(48,155)

Denominator – basic and diluted:

Weighted average shares outstanding – basic and diluted	6,361,793		3,654,314		5,642,609		3,509,048


Net loss per share – basic and diluted	$	(0.45)	$	(4.74)	$	(4.87)	$	(13.72)

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.

No shares that are contingently issuable as part of the Bakkt Crypto Solutions acquisition have been included in the calculation of diluted EPS as no amounts are payable as of September 30, 2024. 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):


			As of September 30, 2024
RSUs and PSUs			1,274
Public warrants			286
Opco warrants			32
Class 1 and Class 2 warrants			2,018
Opco common units			7,195
Total			10,805

Net Loss per share - Anti-dilutive Shares Excluded From Computation (Details)	9 Months Ended
	Sep. 30, 2024 shares
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total	10,805,000
RSUs and PSUs
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total	1,274,000
Warrants \| Public warrants
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total	286,000
Warrants \| Opco warrants
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total	32,000
Class 1 and Class 2 warrants
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total	2,018,000
Opco common units
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total	7,195,000

Related Parties	9 Months Ended
Related Parties	Sep. 30, 2024
Related Party Transactions [Abstract]
Related Parties	Related Parties ICE Credit Facility On August 12, 2024, Bakkt and Opco entered into the ICE Credit Facility, with certain subsidiaries of Bakkt party thereto from time to time, as guarantors, whereby the Lender agreed to provide for a $40.0 million secured revolving line of credit to us for working capital and general corporate purposes. Any borrowings under the facility made prior to December 31, 2024 require the consent of the Lender in its sole discretion. For the period beginning December 31, 2024 through March 30, 2025, Opco can borrow up to an aggregate principal amount (excluding any capitalized interest) of $10.0 million. For the period beginning March 31 through June 29, 2025, Opco can borrow up to an aggregate principal amount (excluding any capitalized interest) of $20.0 million. From the period beginning June 30 through September 29, 2025, Opco can borrow up to an aggregate principal amount (excluding any capitalized interest) of $30.0 million. On or after September 30, 2025, Opco can borrow up to an aggregate principal amount (excluding any capitalized interest) of $40.0 million. As of September 30, 2024, no loans were outstanding under the ICE Credit Facility. Loans under the ICE Credit Facility do not amortize and mature on December 31, 2026. Borrowings under the ICE Credit Facility accrue interest at a rate equal to, at Opco’s election, either the secured overnight financing rate (“SOFR”) for a term of one, three or six months plus 12%, or the prime rate plus 11%. Interest is payable quarterly in arrears with respect to borrowings bearing interest at the prime rate or on the last day of an interest period, but at least every three months, with respect to borrowings bearing interest at the term SOFR rate; provided, that Opco can elect to pay interest in kind by adding such interest amount to the principal amount of the outstanding borrowings under the ICE Credit Facility. For any interest period for which Opco has elected to pay interest in kind, the applicable margin on the outstanding loans will increase by 1% per annum. Under certain circumstances, a default interest rate will apply on all obligations during the existence of an event of default under the ICE Credit Facility at a per annum rate equal to 2% above the otherwise applicable interest rate. Opco will pay a commitment fee of 0.5% per annum on the daily average of the available commitment that can be borrowed, less the outstanding principal amount of all loans (excluding any capitalized interest). Fees are payable in cash quarterly and at maturity. Loans under the ICE Credit Facility can be prepaid without penalty, subject to customary breakage costs for loans bearing interest at the term SOFR rate. Amounts repaid under the ICE Credit Facility can be reborrowed prior to the maturity date, subject to certain customary conditions set forth in the ICE Credit Facility. The ICE Credit Facility contains customary affirmative and negative covenants, including negative covenants limiting the ability of the Company and its subsidiaries to, among other things, incur debt, grant liens, undergo certain fundamental changes, dispose of assets, make certain restricted payments and prepayments, enter into restrictive agreements, enter into transactions with affiliates, make investments, and amend certain agreements relating to debt, in each case, subject to limitations and exceptions set forth in the ICE Credit Facility. The ICE Credit Facility also contains various customary events of default that include, among others, payment defaults, breach of covenants, inaccuracy of representations and warranties, cross defaults to certain other indebtedness, bankruptcy and insolvency events, judgment defaults, and events constituting a change of control, subject to thresholds and cure periods as set forth in the ICE Credit Facility. The obligations under the ICE Credit Facility are required to be guaranteed by Bakkt and certain material domestic subsidiaries of the Company and secured by substantially all of the personal property of the Company and such subsidiary guarantors.

- Definition

The entire disclosure for related party transactions. Examples of related party transactions include transactions between (a) a parent company and its subsidiary; (b) subsidiaries of a common parent; (c) and entity and its principal owners; and (d) affiliates.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
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-URI https://asc.fasb.org/1943274/2147480990/946-20-50-2

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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Reference 5: http://www.xbrl.org/2003/role/disclosureRef
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Reference 6: http://www.xbrl.org/2003/role/disclosureRef
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Reference 8: http://www.xbrl.org/2003/role/disclosureRef
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
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Reference 10: http://www.xbrl.org/2003/role/disclosureRef
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Reference 11: http://www.xbrl.org/2003/role/disclosureRef
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Reference 13: http://www.xbrl.org/2003/role/disclosureRef
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-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483326/850-10-50-1

+ Details

Income Taxes	9 Months Ended
Income Taxes	Sep. 30, 2024
Income Tax Disclosure [Abstract]
Income Taxes	Income Taxes As 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. Our effective tax rate of 1.8% and less than 1.0% for the three and nine months ended September 30, 2024, respectively, differ from statutory rates primarily due to the loss that is not taxed to the Company and the absence of taxable income to realize the Company's net operating losses and other deferred tax assets. Our effective tax rate of less than 1.0% for the three and nine months ended September 30, 2023, respectively, differ from statutory rates primarily due to the loss that is not taxed to the Company and the absence of taxable income to realize the Company's net operating losses and other deferred tax assets. 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. As of September 30, 2024 and December 31, 2023, the Company believed that it was not more likely than not that the net deferred tax assets would be realizable and thus has maintained a full valuation allowance. 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 September 30, 2024 or December 31, 2023.

- Definition

The entire disclosure for income tax.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 12
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482685/740-10-50-12

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-URI https://asc.fasb.org/1943274/2147482685/740-10-50-12B

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477891/740-270-50-1

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
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-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
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-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479360/740-10-S99-1

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480990/946-20-50-13

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(h)(2))
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-URI https://asc.fasb.org/1943274/2147480678/235-10-S99-1

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-Name Accounting Standards Codification
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-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
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-Topic 740
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-URI https://asc.fasb.org/1943274/2147482685/740-10-50-17

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-Topic 740
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-Topic 740
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-Section 50
-Paragraph 2
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482603/740-30-50-2

+ Details

Leases (Details) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
Leases (Details) - USD ($) $ in Millions	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023	Dec. 31, 2023	Mar. 15, 2023	Jun. 03, 2022	Jan. 31, 2022
Lessee, Lease, Description [Line Items]
Option to extend	5 years		5 years
Weighted average remaining lease term	78 months		78 months		84 months
Weighted average discount rate	5.30%		5.30%		5.30%
Rent expense	$ 0.1	$ 0.1	$ 0.1	$ 0.1
Office Building \| ARIZONA
Lessee, Lease, Description [Line Items]
Term of contract						89 months
Total lease liability						$ 5.7
Office Building \| NEW YORK
Lessee, Lease, Description [Line Items]
Term of contract								94 months
Total lease liability								$ 7.3
Office Building \| GEORGIA
Lessee, Lease, Description [Line Items]
Term of contract							47 months
Total lease liability							$ 5.9
Minimum
Lessee, Lease, Description [Line Items]
Remaining lease terms	19 months		19 months
Maximum
Lessee, Lease, Description [Line Items]
Remaining lease terms	96 months		96 months

Consolidated Balance Sheet Components - Narrative (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Property, Plant and Equipment [Line Items]
Depreciation and amortization expense	$ 100	$ 1,400	$ 300	$ 3,700
Amortization expense of capitalized internal-use software placed in service	100	500	200	1,200
Impairment of long-lived assets	601	$ 56	889	$ 56
Subsidiaries
Property, Plant and Equipment [Line Items]
Impairment of long-lived assets	$ 600		$ 600

Share-Based and Unit-Based Compensation - Narrative (Details) - USD ($) $ in Thousands		3 Months Ended			9 Months Ended
	Oct. 15, 2021	Sep. 30, 2024	Mar. 31, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023	Dec. 31, 2023	Jun. 06, 2023	Dec. 31, 2022	Oct. 14, 2021
Share-based Payment Arrangement, Tranche One \| Opco
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting percentage	33.33%
Share-based Payment Arrangement, Tranche Two \| Opco
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting percentage	33.33%
Share-based Payment Arrangement, Tranche Three \| Opco
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting percentage	33.33%
Deferred Compensation, Share-based Payments
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of participation units outstanding (in shares)	1,197,250									10,811,502
Participation units outstanding (in shares)				0
Cash payments for settlement of vested participation units				$ 0		$ 100
RSUs and PSUs
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Granted (in shares)					1,265,000	338,000
Unrecognized compensation expense		$ 11,800			$ 11,800		$ 14,300
Period to recognize unrecognized compensation expense			1 year 4 months 17 days		1 year 7 months 2 days
Accelerated costs		0			$ 4,900
Reversal of forfeitures		$ 400			$ 800
Shares outstanding (in shares)		1,274,000		533,000	1,274,000	533,000	521,000		551,000
RSUs
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Granted (in shares)		15,756		3,713	1,044,308	311,323
Common incentive unit		$ 2,400		$ 2,700	$ 12,500	$ 12,100
PSUs
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Granted (in shares)					221,065	26,945
Common incentive unit		$ 200		300	$ 500	$ 2,200
PSUs \| Share-based Payment Arrangement, Tranche One
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting percentage					33.33%
PSUs \| Share-based Payment Arrangement, Tranche Two
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting percentage					33.33%
PSUs \| Share-based Payment Arrangement, Tranche Three
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting percentage					33.33%
PSUs \| Minimum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Percentage of target units earned					0.00%
PSUs \| Maximum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Percentage of target units earned					150.00%
Preferred Incentive Units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shares outstanding (in shares)										76,475,000
Common incentive unit
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Granted (in shares)					0	0
Common incentive unit				$ 372		$ 1,291
Unrecognized compensation expense							$ 0
Shares outstanding (in shares)	698,934	304,000		324,000	304,000	324,000	309,000		332,000	23,219,745
2021 Omnibus Incentive Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Common stock reserved for future issuance (in shares)							2,096,295	3,034,920
Increase in common stock reserved for future issuance (in shares)								938,625
Opco Plan \| Share-based Payment Arrangement, Tranche Two
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Award vesting period	1 year
Opco Plan \| Share-based Payment Arrangement, Tranche Three
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Award vesting period	2 years

Consolidated Statements of Changes in Stockholders’ Equity - USD ($) $ in Thousands	Total	Class A Common Stock	Class V Common Stock	Total Stockholders’ Equity	Common Stock Class A Common Stock	Common Stock Class V Common Stock	Additional Paid-in Capital	Accumulated Deficit	Accumulated Other Comprehensive Income (Loss)	Noncontrolling Interest
Beginning balance (in shares) at Dec. 31, 2022					3,237,074	7,339,310
Beginning balance at Dec. 31, 2022	$ 336,075			$ 96,264	$ 0	$ 1	$ 773,000	$ (676,447)	$ (290)	$ 239,811
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Share-based compensation	6,713			6,713			6,713
Unit-based compensation	542									542
Shares issued upon vesting of share-based awards, net of tax withholding (in shares)					59,801
Exercise of warrants (in shares)					8,115
Exchange of Class V shares for Class A shares (in shares)						(8,115)
Exchange of Class V shares for Class A Shares, and exercise of warrants	0			345			345			(345)
Currency translation adjustment, net of tax	22			7					7	15
Unrealized losses on available-for-sale securities, net of tax	(229)			(72)					(72)	(157)
Net loss	(44,859)			(13,976)				(13,976)		(30,883)
Ending balance (in shares) at Mar. 31, 2023					3,304,990	7,331,195
Ending balance at Mar. 31, 2023	298,264			89,281	$ 0	$ 1	780,058	(690,423)	(355)	208,983
Beginning balance (in shares) at Dec. 31, 2022					3,237,074	7,339,310
Beginning balance at Dec. 31, 2022	336,075			96,264	$ 0	$ 1	773,000	(676,447)	(290)	239,811
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Currency translation adjustment, net of tax	(36)
Unrealized losses on available-for-sale securities, net of tax	20
Net loss	(147,119)
Ending balance (in shares) at Sep. 30, 2023					3,656,594	7,330,364
Ending balance at Sep. 30, 2023	211,075			69,332	$ 0	$ 1	794,226	(724,602)	(293)	141,743
Beginning balance (in shares) at Mar. 31, 2023					3,304,990	7,331,195
Beginning balance at Mar. 31, 2023	298,264			89,281	$ 0	$ 1	780,058	(690,423)	(355)	208,983
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Share-based compensation	4,614			4,614			4,614
Unit-based compensation	377									377
Shares issued upon vesting of share-based awards, net of tax withholding (in shares)					100,828
Shares issued upon vesting of share-based awards, net of tax withholding	(2,502)			(2,502)			(2,502)
Shares issued in connection with Apex acquisition (in shares)					245,624
Stock Issued During Period, Value, Acquisitions	9,062			9,062			9,062
Currency translation adjustment, net of tax	339			112					112	227
Unrealized losses on available-for-sale securities, net of tax	233			77					77	156
Net loss	(50,511)			(16,848)				(16,848)		(33,663)
Ending balance (in shares) at Jun. 30, 2023					3,651,442	7,331,195
Ending balance at Jun. 30, 2023	259,876			83,796	$ 0	$ 1	791,232	(707,271)	(166)	176,080
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Share-based compensation	2,957			2,957			2,957
Unit-based compensation	385									385
Shares Issued, Value, Share-Based Payment Arrangement, Forfeited	(13)									(13)
Shares Issued, Shares, Share-Based Payment Arrangement, Forfeited						193
Shares issued upon vesting of share-based awards, net of tax withholding (in shares)					4,128
Exercise of warrants (in shares)					1,024
Exchange of Class V shares for Class A shares (in shares)						(1,024)
Exchange of Class V shares for Class A Shares, and exercise of warrants	0			37			37			(37)
Currency translation adjustment, net of tax	(397)			(133)					(133)	(264)
Unrealized losses on available-for-sale securities, net of tax	16			6					6	10
Net loss	(51,749)			(17,331)				(17,331)		(34,418)
Ending balance (in shares) at Sep. 30, 2023					3,656,594	7,330,364
Ending balance at Sep. 30, 2023	211,075			69,332	$ 0	$ 1	794,226	(724,602)	(293)	141,743
Beginning balance (in shares) at Dec. 31, 2023		3,793,837	7,200,064		3,793,837	7,200,064
Beginning balance at Dec. 31, 2023	135,714			48,282	$ 0	$ 1	799,683	(751,301)	(101)	87,432
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Share-based compensation	8,013			8,013			8,013
Shares issued upon vesting of share-based awards, net of tax withholding (in shares)					118,593
Shares issued upon vesting of share-based awards, net of tax withholding	(2,259)			(2,259)			(2,259)
Issuance of Class A voting units (in shares)					1,955,924
Equity offerings, net of issuance costs	11,269			11,269	$ 1		11,268
Exchange of Class V shares for Class A shares (in shares)					(4,725)	(4,725)
Exchange of Class V shares for Class A Shares, and exercise of warrants	0			63			63			(63)
Currency translation adjustment, net of tax	(421)			(160)					(160)	(261)
Unrealized losses on available-for-sale securities, net of tax	(158)			(60)					(60)	(98)
Net loss	(21,275)			(8,165)				(8,165)		(13,110)
Ending balance (in shares) at Mar. 31, 2024					5,873,079	7,195,339
Ending balance at Mar. 31, 2024	130,883			56,983	$ 1	$ 1	816,768	(759,466)	(321)	73,900
Beginning balance (in shares) at Dec. 31, 2023		3,793,837	7,200,064		3,793,837	7,200,064
Beginning balance at Dec. 31, 2023	135,714			48,282	$ 0	$ 1	799,683	(751,301)	(101)	87,432
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Exchange of Class V shares for Class A shares (in shares)		(1,043,210)
Currency translation adjustment, net of tax	(372)
Unrealized losses on available-for-sale securities, net of tax	3
Net loss	(63,078)
Ending balance (in shares) at Sep. 30, 2024		6,465,776	7,194,941		6,465,776	7,194,941
Ending balance at Sep. 30, 2024	101,993			50,473	$ 1	$ 1	829,477	(778,783)	(223)	51,520
Beginning balance (in shares) at Mar. 31, 2024					5,873,079	7,195,339
Beginning balance at Mar. 31, 2024	130,883			56,983	$ 1	$ 1	816,768	(759,466)	(321)	73,900
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Share-based compensation	2,406			2,406			2,406
Shares issued upon vesting of share-based awards, net of tax withholding (in shares)					86,178
Shares issued upon vesting of share-based awards, net of tax withholding	(59)			(59)			(59)
Exercise of warrants (in shares)					12
Issuance of Class A voting units (in shares)					350,881
Equity offerings, net of issuance costs	4,903			4,903			4,903
Exchange of Class V shares for Class A shares (in shares)					(398)	(398)
Exchange of Class V shares for Class A Shares, and exercise of warrants	0			5			5			(5)
Currency translation adjustment, net of tax	(199)			(92)					(92)	(107)
Unrealized losses on available-for-sale securities, net of tax	157			72					72	85
Net loss	(35,512)			(16,424)				(16,424)		(19,088)
Ending balance (in shares) at Jun. 30, 2024					6,310,548	7,194,941
Ending balance at Jun. 30, 2024	102,579			47,794	$ 1	$ 1	824,023	(775,890)	(341)	54,785
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Share-based compensation	2,630			2,630			2,630
Shares issued upon vesting of share-based awards, net of tax withholding (in shares)					11,053
Shares issued upon vesting of share-based awards, net of tax withholding	$ (8)			(8)			(8)
Exercise of warrants (in shares)	144,175				144,175
Exchange of Class V shares for Class A Shares, and exercise of warrants	$ 2,832			2,832			2,832
Currency translation adjustment, net of tax	247			116					116	131
Unrealized losses on available-for-sale securities, net of tax	4			2					2	2
Net loss	(6,291)			(2,893)				(2,893)		(3,398)
Ending balance (in shares) at Sep. 30, 2024		6,465,776	7,194,941		6,465,776	7,194,941
Ending balance at Sep. 30, 2024	$ 101,993			$ 50,473	$ 1	$ 1	$ 829,477	$ (778,783)	$ (223)	$ 51,520

Fair Value Measurements - Narrative (Details) - Apex Crypto, LLC - USD ($) $ in Millions	Sep. 30, 2024	Dec. 31, 2023	Apr. 01, 2023
Business Acquisition [Line Items]
Contingent consideration	$ 0.0	$ 0.0	$ 2.9
Gross profit volatility			66.00%

Business Combination and Asset Acquisition - Schedule of Assets and Liabilities Acquired (Details) - USD ($) $ in Thousands	Apr. 01, 2023	Sep. 30, 2024	Dec. 31, 2023
Business Acquisition [Line Items]
Goodwill		$ 68,001	$ 68,001
Apex Crypto, LLC
Business Acquisition [Line Items]
Cash consideration paid	$ 55,000
Cash paid for working capital and cash	11,800
Total consideration	80,200
Current assets	31,800
Safeguarding asset for crypto	689,300
Non-current assets	300
Intangible assets	5,600
Current liabilities	(19,700)
Safeguarding obligation for crypto	(689,300)
Net assets acquired	80,200
Apex Crypto, LLC \| Technology-Based Intangible Assets [Member]
Business Acquisition [Line Items]
Intangible assets	10,200
Apex Crypto, LLC \| Customer Relationships [Member]
Business Acquisition [Line Items]
Goodwill	52,000
Apex Crypto, LLC \| Class A Common Stock
Business Acquisition [Line Items]
Class A Common Stock at transaction close	10,500
Estimated fair value of Class A Common Stock contingent consideration	$ 2,900

Consolidated Balance Sheet Components - Other Assets (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Operating lease right-of-use assets	$ 10,101	$ 11,456
Other	2,004	1,647
Total	12,264	13,262
Deposits With Clearinghouse	$ 159	$ 159

Revenue from Contracts with Customers - Disaggregation of Revenue (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Disaggregation of Revenue [Line Items]
Total revenue	$ 328,419	$ 204,774	$ 1,692,899	$ 565,622
Loyalty redemption platform, net
Disaggregation of Revenue [Line Items]
Total revenue	12,086	13,024	38,085	38,096
Crypto services
Disaggregation of Revenue [Line Items]
Total revenue	316,333	191,750	1,654,814	527,526
Transaction revenue
Disaggregation of Revenue [Line Items]
Total revenue	322,338	198,526	1,674,040	548,774
Subscription and service revenue
Disaggregation of Revenue [Line Items]
Total revenue	$ 6,081	$ 6,248	$ 18,859	$ 16,848

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References + Details

- Definition

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.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 41
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482810/280-10-50-41

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 270
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (i)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482964/270-10-50-1

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 32
-Subparagraph (ee)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482810/280-10-50-32

Reference 4: http://fasb.org/us-gaap/role/ref/otherTransitionRef
-Topic 280
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-Name Accounting Standards Codification
-Section 50
-Paragraph 32
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482810/280-10-50-32

Reference 5: http://fasb.org/us-gaap/role/ref/otherTransitionRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 32
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-URI https://asc.fasb.org/1943274/2147482810/280-10-50-32

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 924
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SAB Topic 11.L)
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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
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Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
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-Paragraph 30
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 42
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482810/280-10-50-42

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 22
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482810/280-10-50-22

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
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-Name Accounting Standards Codification
-Section 50
-Paragraph 40
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482810/280-10-50-40

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
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-Name Accounting Standards Codification
-Section 50
-Paragraph 22
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482810/280-10-50-22

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 4
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479806/606-10-50-4

+ Details

Stockholders’ Equity (Tables)

9 Months Ended

Sep. 30, 2024

Equity [Abstract]

Schedule of Other Ownership Interests

The following table summarizes the ownership interest in Opco as of September 30, 2024 and December 31, 2023.


	September 30, 2024			December 31, 2023
	Opco Common Units	Ownership %		Opco Common Units	Ownership %
Opco common units held by Bakkt Holdings, Inc.	6,465,776	47	%	3,793,837	35	%
Opco common units held by noncontrolling interest holders	7,194,941	53	%	7,200,064	65	%
Total Opco common units outstanding	13,660,717	100	%	10,993,901	100	%

Business Combination and Asset Acquisition (Tables)

9 Months Ended

Sep. 30, 2024

Business Combination, Asset Acquisition, and Joint Venture Formation [Abstract]

Schedule of Recognized Identified Assets Acquired and Liabilities Assumed

The following is a reconciliation of the fair value of consideration transferred in the acquisition to the fair value of the assets acquired and liabilities assumed.


($ in millions)
Cash consideration paid	$	55.0
Cash paid for working capital and cash	11.8
Class A Common Stock at transaction close	10.5
Estimated fair value of Class A Common Stock contingent consideration	2.9
Total consideration	$	80.2
Current assets	$	31.8
Safeguarding asset for crypto	689.3
Non-current assets	0.3
Intangible assets - developed technology	5.6
Intangible assets - customer relationships	10.2
Goodwill	52.0
Current liabilities	(19.7)
Safeguarding obligation for crypto	(689.3)
Net assets acquired	$	80.2

Consolidated Balance Sheets - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Current assets:
Cash and cash equivalents	$ 28,984	$ 52,882
Restricted cash	35,306	31,838
Customer funds	51,550	32,925
Available-for-sale securities	6,727	17,398
Accounts receivable, net	26,786	29,664
Prepaid insurance	5,619	13,049
Safeguarding asset for crypto	938,695	701,556
Other current assets	4,128	3,332
Total current assets	1,097,795	882,644
Property, equipment and software, net	1,769	60
Goodwill	68,001	68,001
Intangible assets, net	2,900	2,900
Other assets	12,264	13,262
Total assets	1,182,729	966,867
Current liabilities:
Accounts payable and accrued liabilities	41,843	55,379
Customer funds payable	51,550	32,925
Deferred revenue, current	2,005	4,282
Safeguarding obligation for crypto	938,695	701,556
Total current liabilities	1,041,949	802,074
Deferred revenue, noncurrent	2,598	3,198
Warrant liability	15,836	2,356
Other noncurrent liabilities	20,353	23,525
Total liabilities	1,080,736	831,153
Commitments and contingencies (Note 14)
Additional paid-in capital	829,477	799,683
Accumulated other comprehensive loss	(223)	(101)
Accumulated deficit	(778,783)	(751,301)
Total stockholders’ equity	50,473	48,282
Noncontrolling interest	51,520	87,432
Total equity	101,993	135,714
Total liabilities and stockholders’ equity	1,182,729	966,867
Platform Operator, Crypto-Asset, Unsettled Trades Liability	953	996
Related Party
Current liabilities:
Other current liabilities	2,660	3,230
Nonrelated Party
Current liabilities:
Other current liabilities	4,243	3,706
Class A Common Stock
Current liabilities:
Common stock, value	1	0
Class V Common Stock
Current liabilities:
Common stock, value	$ 1	$ 1

Organization and Description of Business (Details)	Apr. 01, 2023
Apex Crypto, LLC
Business Acquisition [Line Items]
Percentage of issued and outstanding ownership interests acquired	100.00%

Net Loss per share (Tables)

9 Months Ended

Sep. 30, 2024

Earnings Per Share [Abstract]

Schedule of Basic and Diluted Per Share Computations For Net Loss

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


	Three Months Ended September 30, 2024		Three Months Ended September 30, 2023		Nine Months Ended September 30, 2024		Nine Months Ended September 30, 2023
Net Loss per share:
Numerator – basic and diluted:
Net loss	$	(6,291)	$	(51,749)	$	(63,078)	$	(147,119)
Less: Net loss attributable to noncontrolling interest	(3,398)		(34,418)		(35,598)		(98,964)


Net loss attributable to Bakkt Holdings, Inc. – basic and diluted	$	(2,893)	$	(17,331)	$	(27,480)	$	(48,155)

Denominator – basic and diluted:

Weighted average shares outstanding – basic and diluted	6,361,793		3,654,314		5,642,609		3,509,048


Net loss per share – basic and diluted	$	(0.45)	$	(4.74)	$	(4.87)	$	(13.72)

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):


			As of September 30, 2024
RSUs and PSUs			1,274
Public warrants			286
Opco warrants			32
Class 1 and Class 2 warrants			2,018
Opco common units			7,195
Total			10,805

Investment in Debt Securities - Cost Basis and Fair Value of Available-for-Sale Debt Securities (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Debt Securities, Available-for-Sale [Line Items]
Total debt securities - available-for-sale	$ 6,550	$ 17,230
Unrealized Gain, net	177	168
Fair Value	6,727	17,398
U.S. treasury bonds
Debt Securities, Available-for-Sale [Line Items]
Total debt securities - available-for-sale	6,550	17,230
Unrealized Gain, net	177	168
Fair Value	$ 6,727	$ 17,398

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 320
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481800/320-10-50-2

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 320
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481800/320-10-50-2

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 320
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (aa)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481800/320-10-50-2

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 320
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (aaa)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481800/320-10-50-2

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 320
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481800/320-10-50-2

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 320
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481800/320-10-50-2

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 320
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481800/320-10-50-2

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 320
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 3
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481800/320-10-50-3

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 320
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 3
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481800/320-10-50-3

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 320
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 3
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481800/320-10-50-3

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 320
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 3
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481800/320-10-50-3

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 320
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 3
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481800/320-10-50-3

+ Details

Share-Based and Unit-Based Compensation - RSU & PSU Activity (Details) - RSUs and PSUs - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	3 Months Ended				9 Months Ended
	Sep. 30, 2024	Mar. 31, 2024	Sep. 30, 2023	Mar. 31, 2023	Sep. 30, 2024	Sep. 30, 2023
Number of RSUs and PSUs
Beginning balance (in shares)		521		551	521	551
Granted (in shares)					1,265	338
Forfeited (in shares)					(167)	(145)
Vested (in shares)					(345)	(211)
Ending balance (in shares)	1,274		533		1,274	533
Weighted Average Remaining Contractual Term (years)		1 year 4 months 17 days		2 years 18 days	1 year 7 months 2 days	1 year 6 months 25 days
Weighted Average Grant Date Fair Value
Beginning balance (in usd per share)		$ 69.75		$ 101.25	$ 69.75	$ 101.25
Granted (in usd per share)					13.29	37.25
Ending balance (in usd per share)	$ 13.69		$ 73.25		$ 13.69	$ 73.25
Aggregate Intrinsic Value
Granted					$ 16,816	$ 12,596
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Vested in Period, Fair Value	$ 300		$ 100		$ 6,800	$ 8,500

Revenue from Contracts with Customers - Narrative (Details) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024 USD ($)	Sep. 30, 2023 USD ($)	Sep. 30, 2024 USD ($) segment	Sep. 30, 2023 USD ($)
Disaggregation of Revenue [Line Items]
Revenue	$ 328,419	$ 204,774	$ 1,692,899	$ 565,622
Number of reportable segments \| segment			1
Transaction price allocated to remaining performance obligation	12,400	20,500	$ 12,400	20,500
Contract costs		0	0	0
Geographic Distribution, Foreign
Disaggregation of Revenue [Line Items]
Revenue	10,600	1,100	35,500	2,800
Subscription Fees
Disaggregation of Revenue [Line Items]
Transaction price allocated to remaining performance obligation	7,800	13,300	$ 7,800	$ 13,300
Revenue recognition period			19 months	29 months
Subscription Fees \| Minimum
Disaggregation of Revenue [Line Items]
Revenue recognition period			2 months	1 month
Subscription Fees \| Maximum
Disaggregation of Revenue [Line Items]
Revenue recognition period			24 months	36 months
Service Fees
Disaggregation of Revenue [Line Items]
Transaction price allocated to remaining performance obligation	$ 4,600	$ 7,200	$ 4,600	$ 7,200
Revenue recognition period			45 months	14 months

Goodwill and Intangible Assets, Net

9 Months Ended

Sep. 30, 2024

Goodwill and Intangible Assets Disclosure [Abstract]

Goodwill and Intangible Assets, Net

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


	Gross Carrying Amount		Accumulated Impairment Losses		Net Carrying Amount
Balance as of December 31, 2023	$	1,579,265	$	(1,511,264)	$	68,001
Foreign currency translation	—		—		—
Balance as of September 30, 2024	$	1,579,265	$	(1,511,264)	$	68,001

We did not identify any indicators of impairment during the three months ended September 30, 2024. During the three months ended March 31, 2024, we identified a triggering event related to the significant decline in our stock price, indicating a potential impairment of our goodwill. We determined no goodwill impairment charge was required based on a comparison of our market capitalization against the carrying value of our equity.

Intangible assets consisted of the following (in thousands):


	September 30, 2024
	Weighted Average Useful Life (in years)	Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount
Trademarks / trade names	Indefinite	$	2,900	$	—	$	2,900
Total		$	2,900	$	—	$	2,900


	December 31, 2023
	Weighted Average Useful Life (in years)	Gross Carrying Amount		Accumulated Amortization		Impairment		Net Carrying Amount
Licenses	Indefinite	$	611	$	—	$	(611)	$	—
Trademarks / trade names	Indefinite	8,000		—		(5,100)		2,900
Technology	5	18,360		(6,234)		(12,126)		—
Customer relationships	8.4	55,170		(12,508)		(42,662)		—
Total		$	82,141	$	(18,742)	$	(60,499)	$	2,900

We did not record any amortization of intangible assets for the three and nine months ended September 30, 2024 as our finite-lived intangible assets have been fully impaired. Amortization of intangible assets for the three and nine months ended September 30, 2023 was $2.6 million and $7.2 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 September 30, 2024 was zero as our finite-lived intangible assets had been fully impaired.

We account for crypto we own

Goodwill and Intangible Assets, Net - Schedule of Intangible Assets (Details) - USD ($) $ in Thousands	3 Months Ended	6 Months Ended
	Mar. 31, 2024	Jun. 30, 2024	Sep. 30, 2024	Dec. 31, 2023
Finite-Lived Intangible Assets [Line Items]
Accumulated Amortization			$ 0	$ (18,742)
Finite-Lived Intangible Assets, Net			0
Gross Carrying Amount			2,900	82,141
Impairment	$ (60,499)
Net Carrying Amount			2,900	2,900
Licensing Agreements [Member]
Indefinite-lived Intangible Assets [Line Items]
Gross Carrying Amount				611
Impairment of Intangible Assets, Indefinite-Lived (Excluding Goodwill)	(611)
Net Carrying Amount				0
Trademarks / trade names
Indefinite-lived Intangible Assets [Line Items]
Gross Carrying Amount			2,900	8,000
Impairment of Intangible Assets, Indefinite-Lived (Excluding Goodwill)	(5,100)
Net Carrying Amount			$ 2,900	2,900
Technology-Based Intangible Assets [Member]
Finite-Lived Intangible Assets [Line Items]
Weighted Average Useful Life (in years)		5 years
Gross Carrying Amount				18,360
Accumulated Amortization				(6,234)
Impairment	(12,126)
Finite-Lived Intangible Assets, Net				0
Customer Relationships [Member]
Finite-Lived Intangible Assets [Line Items]
Weighted Average Useful Life (in years)		8 years 4 months 24 days
Gross Carrying Amount				55,170
Accumulated Amortization				(12,508)
Impairment	$ (42,662)
Finite-Lived Intangible Assets, Net				$ 0

Consolidated Balance Sheet Components - Accounts Payable and Accrued Liabilities (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Accounts payable	$ 7,398	$ 14,925
Payables to clients and customers	2,075	4,906
Accrued expenses	14,921	15,970
Purchasing card payable	5,755	11,830
Salaries and benefits payable	6,806	4,442
Loyalty revenue share liability	3,159	2,686
Other	1,729	620
Total	$ 41,843	$ 55,379

Safeguarding Obligation For Crypto

9 Months Ended

Sep. 30, 2024

Platform Operator, Crypto Asset [Abstract]

Safeguarding Obligation For Crypto

We provide custody services for Bakkt Crypto's customers and for Bakkt Trust's standalone custody customers. Bakkt Trust may also provide sub-custodian services for Bakkt Crypto customers. We do not own crypto held in a custodial capacity on behalf of our customers. We maintain the internal recordkeeping of those assets and are obligated to safeguard the assets and protect them from loss or theft. We hold the controlling majority of cryptographic key information on behalf of our Bakkt Trust custodial customers. A significant portion of the crypto we hold in a custodial capacity are

custodied by institutional grade sub-custodians. Sub-custodians used by Bakkt Crypto hold our customer cryptographic key information and are not permitted to move assets without our specific authorization.

As of September 30, 2024, we have a safeguarding obligation for crypto of $938.7 million. The safeguarding liability, and corresponding safeguarding asset for crypto on the balance sheet, are measured at the fair value of the crypto held for our customers. We are not aware of any actual or possible safeguarding loss events as of September 30, 2024. Therefore, the safeguarding obligation for crypto and the related safeguarding asset for crypto are recorded at the same amount.

We are responsible for holding the following crypto on behalf of our customers as of September 30, 2024 and December 31, 2023 (in thousands):


	September 30, 2024		December 31, 2023
Bitcoin	$	407,246	$	262,231
Ether	179,167		196,016
Shiba Inu	218,422		143,237
Dogecoin	102,143		78,524
Other	31,717		21,548
Safeguarding obligation for crypto	$	938,695	$	701,556

Safeguarding asset for crypto	$	938,695	$	701,556

Commitment and Contingencies (Tables)

9 Months Ended

Sep. 30, 2024

Commitments and Contingencies Disclosure [Abstract]

Schedule of Future Minimum Commitments

As of September 30, 2024, our outstanding purchase obligations, net of the settlement described above, consisted 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	$	5,000	$	10,500	$	—	$	—	$	15,500

Fair Value Measurements (Tables)

9 Months Ended

Sep. 30, 2024

Fair Value Disclosures [Abstract]

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

Financial assets and liabilities that are measured at fair value on a recurring basis are classified as Level 1, Level 2 and Level 3 as follows (in thousands):


	As of September 30, 2024
	Total		Level 1		Level 2		Level 3
Assets:
U.S. Treasury debt securities	$	6,727	$	6,727	$	—	$	—
Safeguarding asset for crypto	938,695		—		938,695		—
Total Assets	$	945,422	$	6,727	$	938,695	$	—

Liabilities:
Safeguarding obligation for crypto	938,695		—		938,695		—
Warrant liability - Class 1 and Class 2 warrants	15,193		—		—		15,193
Warrant liability - public warrants	643		643		—		—
Total Liabilities	$	954,531	$	643	$	938,695	$	15,193


	As of December 31, 2023
	Total		Level 1		Level 2		Level 3
Assets:
U.S. Treasury debt securities	$	17,398	$	17,398	$	—	$	—
Safeguarding asset for crypto	701,556		—		701,556		—
Total Assets	$	718,954	$	17,398	$	701,556	$	—

Liabilities:
Safeguarding obligation for crypto	$	701,556	$	—	$	701,556	$	—
Warrant liability - public warrants	2,356		2,356		—		—
Total Liabilities	$	703,912	$	2,356	$	701,556	$	—

Consolidated Statements of Cash Flows - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Cash flows from operating activities:
Net loss	$ (6,291)	$ (51,749)	$ (63,078)	$ (147,119)
Adjustments to reconcile net loss to net cash (used in) provided by operating activities:
Depreciation and amortization			281	10,843
Non-cash lease expense			989	2,298
Share-based compensation expense			13,049	14,284
Unit-based compensation expense			0	1,300
Forfeiture and cancellation of common units			0	(13)
Impairment of long-lived assets	601	56	889	56
Goodwill and intangible asset impairments	0	23,325	0	23,325
Loss on disposal of assets			0	70
(Gain) loss from change in fair value of warrant liability	(19,984)	214	(13,916)	857
Other			2	19
Changes in operating assets and liabilities:
Accounts receivable			3,679	3,607
Prepaid insurance			7,430	10,772
Deposits with clearing house			0	14,991
Accounts payable and accrued liabilities			(13,636)	(14,243)
Unsettled crypto trades			(43)	0
Due to related party			(570)	602
Deferred revenue			(2,877)	136
Operating lease liabilities			(2,619)	(2,088)
Customer funds payable			18,625	27,632
Other assets and liabilities			(810)	(1,220)
Net cash used in operating activities			(52,605)	(53,891)
Cash flows from investing activities:
Capitalized internal-use software development costs and other capital expenditures			(2,779)	(7,905)
Purchase of available-for-sale securities			(25,986)	(44,599)
Proceeds from the settlement of available-for-sale securities			36,660	163,165
Net cash provided by investing activities			7,895	65,710
Cash flows from financing activities:
Proceeds from Concurrent Offerings, net of issuance costs			46,505	0
Proceeds from the exercise of warrants			3	0
Repurchase and retirement of Class A Common Stock			(2,430)	(2,502)
Net cash provided by (used in) financing activities			44,078	(2,502)
Effect of exchange rate changes			(373)	(36)
Net (decrease) increase in cash, cash equivalents, restricted cash, customer funds and deposits			(1,005)	9,281
Cash, cash equivalents, restricted cash, customer funds and deposits at the beginning of the period			118,498	115,423
Cash, cash equivalents, restricted cash, customer funds and deposits at the end of the period	117,493	124,704	117,493	124,704
Supplemental disclosure of cash flow information:
Non-cash operating lease right-of-use asset acquired			0	3,783
Supplemental disclosure of non-cash investing and financing activity:
Capitalized internal-use software development costs and other capital expenditures included in accounts payable and accrued liabilities			0	548
Reconciliation of cash, cash equivalents, restricted cash, customer funds and deposits to consolidated balance sheets:
Cash and cash equivalents	28,984	68,219	28,984	68,219
Restricted cash	35,306	28,262	35,306	28,262
Customer funds	51,550	28,223	51,550	28,223
Deposits (Note 6)	1,653	0	1,653	0
Total cash, cash equivalents, restricted cash and customer funds	$ 117,493	$ 124,704	117,493	124,704
Apex Crypto, LLC
Cash flows from investing activities:
Acquisition, net of cash acquired			0	(44,320)
Bumped
Cash flows from investing activities:
Acquisition, net of cash acquired			$ 0	$ (631)

Commitment and Contingencies - Narrative (Details) $ in Millions			1 Months Ended			3 Months Ended		9 Months Ended
	Apr. 12, 2023 USD ($)	Oct. 18, 2022 defendant	Jul. 31, 2024 USD ($)	May 31, 2024 USD ($)	Dec. 31, 2021	Sep. 30, 2024 USD ($)	Sep. 30, 2023 USD ($)	Sep. 30, 2024 USD ($)	Sep. 30, 2023 USD ($)	Apr. 30, 2024 USD ($)	Apr. 07, 2022 USD ($)
Other Commitments [Line Items]
Expenses related to 401(k) plan						$ 0.5	$ 0.7	$ 1.8	$ 2.4
Litigation settlement	$ 3.0
Maximum borrowing capacity						$ 35.0		35.0		$ 20.0	$ 35.0
Liquidity maintenance requirement, minimum											$ 7.0
Legal Fees								$ 0.4
Loss on Contract Termination			$ 1.1
Loss Contingency, Number of Defendants \| defendant		1
Payments for Legal Settlements				$ 1.1
Cloud Computing Arrangement
Other Commitments [Line Items]
Purchase obligation term (in years)					4 years

Related Parties (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
Related Parties (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023	Dec. 31, 2023
Related Party Transaction [Line Items]
Related party expenses	$ 150	$ 1,033	$ 450	$ 3,145
Revenue	328,419	204,774	1,692,899	565,622
Accounts receivable, net	26,786		26,786		$ 29,664
Related Party
Related Party Transaction [Line Items]
Due to related party	2,660		2,660		3,230
ICE \| Transition Services Agreement \| Related Party
Related Party Transaction [Line Items]
Related party expenses	0	600		$ 2,200
Due to related party	2,200		2,200		3,000
IFUS \| Triparty Agreement \| Related Party
Related Party Transaction [Line Items]
Revenue		0
Apex Crypto, LLC \| Transition Services Agreement \| Related Party
Related Party Transaction [Line Items]
Related party expenses	200	$ 900	500
Due to related party	$ 200		$ 200		$ 200

Fair Value Measurements - Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Assets:
U.S. Treasury debt securities	$ 6,727	$ 17,398
Safeguarding asset for crypto	938,695	701,556
Liabilities:
Safeguarding obligation for crypto	938,695	701,556
Warrant liability - public warrants	15,836	2,356
U.S. Treasury debt securities
Assets:
U.S. Treasury debt securities	6,727	17,398
Fair Value, Recurring
Assets:
Safeguarding asset for crypto	938,695	701,556
Total Assets	945,422	718,954
Liabilities:
Safeguarding obligation for crypto	938,695	701,556
Warrant liability - Class 1 and Class 2 warrants	15,193
Total Liabilities	954,531	703,912
Fair Value, Recurring \| U.S. Treasury debt securities
Assets:
U.S. Treasury debt securities	6,727	17,398
Fair Value, Recurring \| Level 1
Assets:
Safeguarding asset for crypto	0	0
Total Assets	6,727	17,398
Liabilities:
Safeguarding obligation for crypto	0	0
Warrant liability - Class 1 and Class 2 warrants	0
Total Liabilities	643	2,356
Fair Value, Recurring \| Level 1 \| U.S. Treasury debt securities
Assets:
U.S. Treasury debt securities	6,727	17,398
Fair Value, Recurring \| Level 2
Assets:
Safeguarding asset for crypto	938,695	701,556
Total Assets	938,695	701,556
Liabilities:
Safeguarding obligation for crypto	938,695	701,556
Warrant liability - Class 1 and Class 2 warrants	0
Total Liabilities	938,695	701,556
Fair Value, Recurring \| Level 2 \| U.S. Treasury debt securities
Assets:
U.S. Treasury debt securities	0	0
Fair Value, Recurring \| Level 3
Assets:
Safeguarding asset for crypto	0	0
Total Assets	0	0
Liabilities:
Safeguarding obligation for crypto	0	0
Warrant liability - Class 1 and Class 2 warrants	15,193
Total Liabilities	15,193	0
Fair Value, Recurring \| Level 3 \| U.S. Treasury debt securities
Assets:
U.S. Treasury debt securities	0	0
Public warrants \| Fair Value, Recurring
Liabilities:
Warrant liability - public warrants	643	2,356
Public warrants \| Fair Value, Recurring \| Level 1
Liabilities:
Warrant liability - public warrants	643	2,356
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

Share-Based and Unit-Based Compensation - Unit Activity (Details) - Common incentive unit - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	3 Months Ended		9 Months Ended
	Mar. 31, 2024	Mar. 31, 2023	Sep. 30, 2024	Sep. 30, 2023	Dec. 31, 2023	Dec. 31, 2022
Number of Common Incentive Units
Beginning balance (in shares)	309	332	309	332
Granted (in shares)			0	0
Forfeited (in shares)			0	0
Exchanged			(5)	(8)
Ending balance (in shares)			304	324
Weighted Average Remaining Contractual Term (years)	0 years	9 months 14 days	0 years	6 months 14 days
Weighted Average Grant Date Fair Value
Beginning balance (in usd per share)	$ 166.75	$ 157.50	$ 166.75	$ 157.50
Ending balance (in usd per share)			$ 166.75	$ 157.50
Aggregate Intrinsic Value
Outstanding			$ 50,677	$ 65,980	$ 51,467	$ 67,635

Subsequent Events (Details) - ICE Credit Facility - Line of Credit - USD ($) $ in Millions	Aug. 12, 2024	Sep. 30, 2025	Sep. 29, 2025	Jun. 29, 2025	Mar. 30, 2025
Subsequent Event [Line Items]
Maximum borrowing capacity	$ 40.0
Annual increase in interest, when interest is elected to be paid-in-kind	1.00%
Interest rate in event of default	2.00%
Commitment fee percentage	0.50%
Secured Overnight Financing Rate (SOFR)
Subsequent Event [Line Items]
Debt instrument, variable rate	12.00%
Prime Rate
Subsequent Event [Line Items]
Debt instrument, variable rate	11.00%
Subsequent Event
Subsequent Event [Line Items]
Maximum borrowing capacity		$ 40.0	$ 30.0	$ 20.0	$ 10.0

Leases	9 Months Ended
Leases	Sep. 30, 2024
Leases [Abstract]
Leases	Leases We lease real estate for office space under operating leases. On December 21, 2023, we signed an agreement to sublease a portion of our corporate headquarters office space in Alpharetta, Georgia. The sublease commenced in March 2024. On March 15, 2023, we signed an amendment to our Scottsdale, Arizona lease that extended the lease term. The amended lease has a term of 89 months and total fixed lease payments over the term of the amended lease are $5.7 million. During the year ended December 31, 2023, 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 these leases include escalation clauses for adjusting rentals. As of September 30, 2024, we do not have any active finance leases. Our real estate leases have remaining lease terms as of September 30, 2024 ranging from 19 months to 96 months, with three of our leases containing an option to extend the term for a period of 5 years exercisable by us, which we are not reasonably certain of exercising at commencement. None of our leases contain an option to terminate the lease without cause at the option of either party during the lease term. Certain of our real estate leasing agreements include terms requiring us to reimburse the lessor for its share of real estate taxes, insurance, operating costs and utilities which we account for as variable lease costs when incurred since we have elected to not separate lease and non-lease components, and hence are not included in the measurement of lease liability. There are no restrictions or covenants imposed by any of the leases, and none of our leases contain material residual value guarantees. The discount rates for all of our leases are based on our estimated incremental borrowing rate since the rates implicit in the leases were not determinable. Our incremental borrowing rate is based on management’s estimate of the rate of interest we would have to pay to borrow on a fully collateralized basis over a similar term an amount equal to the lease payments in a similar economic environment. We have elected the practical expedient under which lease components would not be separated from the non-lease components for all our classes of underlying assets. Accordingly, each lease component and the non-lease components related to the lease component are accounted for as a single lease component. As of September 30, 2024, the weighted average remaining lease term for our operating leases was approximately 78 months, and the weighted average discount rate for our operating leases was 5.3%. As of December 31, 2023, the weighted average remaining lease term for our operating leases was approximately 84 months, and the weighted average discount rate for our operating leases was 5.3%. We were party to short-term leases during the three and nine months ended September 30, 2024, which resulted in less than $0.1 million and less than $0.1 million of rent expense, respectively. We were party to short-term leases during the three and nine months ended September 30, 2023, which resulted in less than $0.1 million and less than $0.1 million of rent expense, respectively.
Leases	Leases We lease real estate for office space under operating leases. On December 21, 2023, we signed an agreement to sublease a portion of our corporate headquarters office space in Alpharetta, Georgia. The sublease commenced in March 2024. On March 15, 2023, we signed an amendment to our Scottsdale, Arizona lease that extended the lease term. The amended lease has a term of 89 months and total fixed lease payments over the term of the amended lease are $5.7 million. During the year ended December 31, 2023, 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 these leases include escalation clauses for adjusting rentals. As of September 30, 2024, we do not have any active finance leases. Our real estate leases have remaining lease terms as of September 30, 2024 ranging from 19 months to 96 months, with three of our leases containing an option to extend the term for a period of 5 years exercisable by us, which we are not reasonably certain of exercising at commencement. None of our leases contain an option to terminate the lease without cause at the option of either party during the lease term. Certain of our real estate leasing agreements include terms requiring us to reimburse the lessor for its share of real estate taxes, insurance, operating costs and utilities which we account for as variable lease costs when incurred since we have elected to not separate lease and non-lease components, and hence are not included in the measurement of lease liability. There are no restrictions or covenants imposed by any of the leases, and none of our leases contain material residual value guarantees. The discount rates for all of our leases are based on our estimated incremental borrowing rate since the rates implicit in the leases were not determinable. Our incremental borrowing rate is based on management’s estimate of the rate of interest we would have to pay to borrow on a fully collateralized basis over a similar term an amount equal to the lease payments in a similar economic environment. We have elected the practical expedient under which lease components would not be separated from the non-lease components for all our classes of underlying assets. Accordingly, each lease component and the non-lease components related to the lease component are accounted for as a single lease component. As of September 30, 2024, the weighted average remaining lease term for our operating leases was approximately 78 months, and the weighted average discount rate for our operating leases was 5.3%. As of December 31, 2023, the weighted average remaining lease term for our operating leases was approximately 84 months, and the weighted average discount rate for our operating leases was 5.3%. We were party to short-term leases during the three and nine months ended September 30, 2024, which resulted in less than $0.1 million and less than $0.1 million of rent expense, respectively. We were party to short-term leases during the three and nine months ended September 30, 2023, which resulted in less than $0.1 million and less than $0.1 million of rent expense, respectively.

Commitment and Contingencies - Future Minimum Commitments (Details) $ in Thousands	Sep. 30, 2024 USD ($)
Commitments and Contingencies Disclosure [Abstract]
Less than 1 year	$ 5,000
1-3 years	10,500
3-5 years	0
More than 5 years	0
Total	$ 15,500

Fair Value Measurements - Fair Value Assumptions (Details)	Sep. 30, 2024
Measurement Input, Expected Term \| Minimum
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrant measurement input	4.93
Measurement Input, Expected Term \| Maximum
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrant measurement input	5.50
Measurement Input, Risk Free Interest Rate \| Minimum
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrant measurement input	0.0352
Measurement Input, Risk Free Interest Rate \| Maximum
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrant measurement input	0.0459
Measurement Input, Price Volatility \| Minimum
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrant measurement input	1.250
Measurement Input, Price Volatility \| Maximum
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrant measurement input	1.450

Share-Based and Unit-Based Compensation

9 Months Ended

Sep. 30, 2024

Share-Based Payment Arrangement [Abstract]

Share-Based and Unit-Based Compensation

2021 Incentive Plan

Our 2021 Omnibus Incentive Plan, as amended (the “2021 Incentive Plan”), became effective on the Closing Date with the approval of VIH’s shareholders and our Board of Directors (the "Board"). The 2021 Incentive Plan allows us to make equity and equity-based incentive awards to employees, non-employee directors and consultants. As of December 31, 2023, there were 2,096,295 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. On May 31, 2024, the 2021 Incentive Plan was amended to increase by 938,625 shares the number of authorized shares of Class A Common Stock available for issuance for a new aggregate total of 3,034,920 shares authorized. No award may vest earlier than the first anniversary of the date of grant, subject to limited exceptions.

Share-Based Compensation Expense

During the three and nine months ended September 30, 2024, we granted 15,756 and 1,044,308 RSUs, respectively, to employees and directors. During the three and nine months ended September 30, 2024, we granted 221,065 PSUs. During the three and nine months ended September 30, 2023, we granted 3,713 and 311,323 RSUs, respectively, to employees and directors. During the three and nine months ended September 30, 2023, we granted zero and 26,945, respectively, PSUs to employees and directors.

We recorded $2.4 million and $12.5 million of share-based compensation expense related to RSUs during the three and nine months ended September 30, 2024, respectively. We recorded $2.7 million and $12.1 million of share-based compensation expense related to RSUs during the three and nine months ended September 30, 2023, respectively. We recorded $0.2 million and $0.5 million of share-based compensation expense related to PSUs during the three and nine months ended September 30, 2024, respectively. We recorded $0.3 million and $2.2 million of share-based compensation expense related to PSUs during the three and nine months ended September 30, 2023, respectively. Share-based compensation expense for both RSUs and PSUs, except for share-based compensation expense related to the Company's restructuring efforts discussed below, is included in “Compensation and benefits” in the consolidated statements of operations.

Unrecognized compensation expense as of September 30, 2024 and December 31, 2023 was $11.8 million and $14.3 million, respectively, for the RSUs and PSUs. The unrecognized compensation expense as of September 30, 2024 and December 31, 2023 will be recognized over a weighted-average period of 1.59 years and 1.38 years, respectively.

RSU and PSU Activity

The following tables summarize RSU and PSU activity under the 2021 Incentive Plan for the nine months ended September 30, 2024 and September 30, 2023 (in thousands, except per unit data):


RSUs and PSUs	Number of RSUs and PSUs	Weighted Average Remaining Contractual Term (years)	Weighted Average Grant Date Fair Value		Aggregate Intrinsic Value
Outstanding as of December 31, 2022	551	2.05	$	101.25
Granted	338		$	37.25	$	12,596
Forfeited	(145)
Vested	(211)
Outstanding as of September 30, 2023	533	1.57	$	73.25

Outstanding as of December 31, 2023	521	1.38	$	69.75
Granted	1,265		$	13.29	$	16,816
Forfeited	(167)
Vested	(345)
Outstanding as of September 30, 2024	1,274	1.59	$	13.69

During the three and nine months ended September 30, 2024, we recorded zero and $4.9 million, respectively, of share-based compensation expense related to the accelerated vesting of awards for certain employees, primarily related to the termination of a former executive. Acceleration of share-based compensation expense related to our restructuring efforts is included in “Restructuring expenses” in the consolidated statements of operations. We also recorded reversal of share-based compensation expense of $0.4 million and $0.8 million during the three and nine months ended September 30, 2024, respectively, for forfeitures related to the termination of employees. Reversal of share-based compensation expense related to the Company's restructuring efforts is included in “Restructuring expenses” in the consolidated statements of operations.

Total fair value of vested RSU and PSU awards was $0.3 million and $6.8 million for the three and nine months ended September 30, 2024, respectively. Total fair value of vested RSU and PSU awards was $0.1 million and $8.5 million for the three and nine months ended September 30, 2023, respectively.

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 Class A Common Stock based on various performance metrics. Upon vesting, each performance stock unit equals one share of Class A Common Stock of the Company. We accrue compensation expense for the PSUs based on our assessment of the probable outcome of the performance conditions. The metrics for PSUs granted during 2022 relate to our performance during fiscal years 2022, 2023 and 2024, as measured against objective performance goals approved 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 each year's performance goals. PSUs granted in 2022 vest in three equal annual installments, subject to a catch-up provision over the three annual performance targets. The metrics for PSUs granted during 2023 relate to our performance during fiscal year 2023, as measured against objective performance goals approved 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 2023 performance goals. PSUs granted in 2023 vest in three equal annual installments from 2024 to 2026. The metrics for PSUs granted during 2024 relate to our performance during fiscal year 2024, as measured against objective performance goals approved by the Board. The actual number of units earned may range from 0% to 150% or 200% of the target number of units depending on the metric and

depending upon achievement of the 2024 performance goals. PSUs granted in 2024 vest in two equal annual installments from 2025 to 2026.

Opco Plan

Preferred incentive units and common incentive units (collectively, “incentive units”) represent an ownership interest in Opco and are entitled to receive distributions from Opco, subject to certain vesting conditions. 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 either a cash payment or issuance of Class A Common Stock upon the occurrence of certain events following vesting of the participation units. Refer to Note 11 to our consolidated financial statements included in our Form 10-K where the modifications to the Opco Plan are described in detail.

Upon consummation of the VIH Business Combination, the 76,475,000 outstanding preferred incentive units and 23,219,745 outstanding common incentive units were converted into 698,934 common incentive units, and the 10,811,502 outstanding participation units were converted into 1,197,250 participation units. Opco preferred incentive units and common incentive units outstanding prior to the VIH Business Combination, as well as participation units, were not impacted by the Reverse Stock Split discussed in Note 2, therefore these amounts are presented without consideration of the Reverse Stock Split Ratio. Contemporaneously with the conversion, approximately one-third of the awards in the Opco Plan vested. The second tranche vested on the one-year anniversary of the Closing Date and the third tranche vested on the two-year anniversary of the Closing Date, although under the terms of the Opco Plan, employees who were terminated without cause after the Closing Date would vest in the unvested portion of their awards immediately upon their termination date. There has not been, and will not be, any additional awards made under the Opco Plan following the VIH Business Combination.

Unit-Based Compensation Expense

Unit-based compensation expense for the three and nine months ended September 30, 2023 was as follows (in thousands):


Type of unit	Three Months Ended September 30, 2023		Nine Months Ended September 30, 2023
Common incentive unit	$	372	$	1,291
Participation unit	(32)		(4)
Total	$	340	$	1,287

As of December 31, 2023, all Common Incentive Units and Participation Units had vested or been forfeited and there was no unrecognized unit-based compensation expense.

Incentive Unit Activity

The following table summarizes common incentive unit activity under the Opco Plan for the nine months ended September 30, 2024 (in thousands, except per unit data):


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, 2023	309	0.00	$	166.75	$	51,467
Granted	—
Forfeited	—
Exchanged	(5)
Outstanding as of September 30, 2024	304	0.00	$	166.75	$	50,677


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, 2022	332	0.79	$	157.50	$	67,635
Granted	—
Forfeited	—
Exchanged	(8)
Outstanding as of September 30, 2023	324	0.54	$	157.50	$	65,980

There were no participation units granted during the three and nine months ended September 30, 2023. We did not make any cash payments to settle vested participation units during the three months ended September 30, 2023. We made cash payments of less than $0.1 million to settle vested participation units during the nine months ended September 30, 2023.

Determination of Fair Value

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

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

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

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

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

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

Pay vs Performance Disclosure - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
Pay vs Performance Disclosure - USD ($) $ in Thousands	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Pay vs Performance Disclosure
Net Income (Loss)	$ (2,893)	$ (17,331)	$ (27,480)	$ (48,155)

- Definition

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

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
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-Name Accounting Standards Codification
-Section 50
-Paragraph 6
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-URI https://asc.fasb.org/1943274/2147483443/250-10-50-6

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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Reference 5: http://fasb.org/us-gaap/role/ref/legacyRef
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-Subparagraph (SX 210.5-03(20))
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Reference 6: http://www.xbrl.org/2003/role/disclosureRef
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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
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Reference 8: http://www.xbrl.org/2003/role/disclosureRef
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-Topic 250
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Reference 17: http://www.xbrl.org/2003/role/exampleRef
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Reference 19: http://www.xbrl.org/2003/role/disclosureRef
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Reference 24: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

Consolidated Statements of Operations (Parentheticals) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Revenue	$ 328,419	$ 204,774	$ 1,692,899	$ 565,622

- Definition

+ References

+ Details

Summary of Significant Accounting Policies	9 Months Ended
Summary of Significant Accounting Policies	Sep. 30, 2024
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Summary of Significant Accounting Policies	Summary of Significant Accounting Policies Our accounting policies are as set forth in the notes to our Annual Report on Form 10-K for the year ended December 31, 2023 (our "Form 10-K"). Basis of Presentation The accompanying unaudited interim consolidated financial statements are prepared in accordance with United States generally accepted accounting principles (“U.S. GAAP”) for interim financial information and with the instructions to the Quarterly Report on Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. In the opinion of management, the unaudited interim consolidated financial statements include the accounts of the Company and our subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. In addition, certain reclassifications of amounts previously reported have been made to the accompanying consolidated financial statements in order to conform to current presentation. In the opinion of management, all adjustments (consisting of normal recurring accruals), considered necessary for a fair presentation have been included. The interim results for the three and nine months ended September 30, 2024 are not necessarily indicative of the results that may be expected for the year ending December 31, 2024, or for any other future annual or interim period. These unaudited interim consolidated financial statements should be read in conjunction with the Company’s audited financial statements and accompanying notes thereto included in our Form 10-K. On April 29, 2024, following approval by our stockholders and Board of Directors, we effected a reverse stock split (the “Reverse Stock Split”) of our Class A Common Stock, par value $0.0001 per share (“Class A Common Stock”), and Class V Common Stock, par value $0.0001 per share (“Class V Common Stock” and collectively with the Class A Common Stock, the “Common Stock”), at a ratio of 1-for-25 (the “Reverse Stock Split Ratio”). Our Class A Common Stock began trading on a reverse-split adjusted basis on the New York Stock Exchange (the "NYSE") as of the open of trading on April 29, 2024. All outstanding warrants and share-based awards were also adjusted on a 1-for-25 basis. As such, the Reverse Stock Split has been retroactively applied to all share and per share information throughout this Quarterly Report on Form 10-Q (unless otherwise noted). Use of Estimates The preparation of the consolidated 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 and assumptions on historical experience and various judgments 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 going concern, income tax valuation allowances, useful lives and fair value of intangible assets and property, equipment and software, fair value of financial assets and liabilities, determining provision for doubtful accounts, valuation of acquired tangible and intangible assets, the impairment of intangible and long-lived assets and goodwill, our issued warrants, and fair market value of stock-based awards. Actual results and outcomes may differ from management’s estimates and assumptions and such differences may be material to our audited consolidated financial statements. Liquidity and Going Concern The accompanying unaudited consolidated financial statements are prepared on a going concern basis in accordance with U.S. GAAP. This presentation contemplates the realization of assets and the satisfaction of liabilities in the normal course of business and does not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might result from the outcome of the uncertainties described below. At each reporting period, in accordance with U.S. GAAP, we evaluate whether there are conditions or events that raise substantial doubt about our ability to continue as a going concern within one year after the date the financial statements are issued. In accordance with U.S. GAAP, our initial evaluation can only include management’s plans that have been fully implemented as of the issuance date. Operating forecasts for new products/markets cannot be considered in the initial evaluation as those product/market launches have not been fully implemented. Accordingly, our evaluation entails analyzing prospective fully implemented operating budgets and forecasts for expectations of our cash needs and comparing those needs to the current cash and cash equivalent balances. This evaluation initially does not take into consideration the potential mitigating effect of management’s plans that have not been fully implemented as of the date the financial statements are issued. When substantial doubt exists under this methodology, we evaluate whether the mitigating effect of our plans sufficiently alleviates substantial doubt about our ability to continue as a going concern. The mitigating effect of management’s plans, however, is only considered if both (1) it is probable that the plans will be effectively implemented within one year after the date that the financial statements are issued, and (2) it is probable that the plans, when implemented, will mitigate the relevant conditions or events that raise substantial doubt about the entity’s ability to continue as a going concern within one year after the date that these consolidated financial statements are issued. Evaluation in conjunction with the issuance of the September 30, 2024 unaudited Consolidated Financial Statements We have incurred net losses and consumed cash flow from operations since our inception and incurred losses and consumed cash through the date of this filing in excess of our cash inflows from operations and fundraising. Due to these ongoing losses and a limited supply of remaining cash and available-for-sale securities, we have been executing a strategic plan to optimize our capital allocation and expense base since the fourth quarter of 2022, which has reduced our annual cash expenses year over year and which we expect will continue to reduce our cash expenses in 2024. As a part of those plans, we have and expect to continue to align headcount and employee-related costs to further reduce cash expenses. This expense restructuring initiative is expected to result in aggregate cash savings of approximately $13.0 million, excluding severance, over the next 12 months. We completed a reduction in force on October 28, 2024 that is expected to result in aggregate cash savings of approximately $3.4 million, excluding severance, over the next 12 months. We expect to enact additional personnel and discretionary spending cuts such as incentive compensation, marketing, professional services and administrative travel to preserve cash to fund operations. It is critical to our plan to mitigate our cash burn that we significantly expand our revenue base to be able to generate a sustainable operating profit. There is significant uncertainty associated with our expansion to new markets and the growth of our revenue base given the uncertain and rapidly evolving environment associated with crypto assets. For the nine months ended September 30, 2024 we incurred a net loss of $63.1 million and consumed $52.6 million of cash in operations. We have historically relied on our existing cash and available-for-sale securities portfolio to fund operations. As of September 30, 2024, we had $29.0 million of available cash and cash equivalents that was not restricted or required to be held for regulatory capital (Note 13) and $6.7 million in available-for-sale securities. We do not have any long-term debt to service but have commitments under long-term cloud computing and lease contracts as described in Notes 14 and 17. We expect to continue to incur losses and consume cash for the foreseeable future. As discussed in Note 8, Opco executed a secured revolving credit facility with Intercontinental Exchange Holdings, Inc. (the “Lender”; the credit facility herein referred to as the “ICE Credit Facility”), with Bakkt and certain subsidiaries of Bakkt as guarantors, which provides the Company with a $40.0 million secured revolving line of credit that matures on December 31, 2026. The $40.0 million ICE Credit Facility is available in defined commitment amounts at specified dates in the future. We believe that our cash, short-term securities and access to the ICE Credit Facility will be sufficient to fund our operations for the next 12 months from the date of these financial statements. Recently Adopted Accounting Pronouncements For the nine months ended September 30, 2024, there were no significant changes to the recently adopted accounting pronouncements applicable to us from those disclosed in Note 2 to the consolidated financial statements included in our Form 10-K. Recently Issued Accounting Pronouncements Not Yet Adopted In November 2023, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2023-07, Segment Reporting (Topic 280), Improvements to Reportable Segment Disclosures, which expands annual and interim disclosure requirements for reportable segments, primarily through enhanced disclosures about significant segment expenses. The updated standard will be effective for our annual periods beginning in fiscal 2024 and interim periods beginning in the first quarter of fiscal 2025. Early adoption is permitted. We are currently evaluating the impact that the updated standard will have on our financial statement disclosures. In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740), Improvements to Income Tax Disclosures, which will require additional tax disclosures, predominantly related to the effective income tax rate reconciliation and income taxes paid. The updated standard will be effective for our annual periods beginning in fiscal 2025. Early adoption is permitted. We are currently evaluating the impact that the updated standard will have on our financial statement disclosures.

Warrants	9 Months Ended
Warrants	Sep. 30, 2024
Other Liabilities Disclosure [Abstract]
Warrants	Warrants As of September 30, 2024 and December 31, 2023, there were 7,140,508 public warrants outstanding. Public warrants may only be exercised for a whole number of shares. No fractional shares will be issued upon exercise of the public warrant. Holders of public warrants are entitled to purchase one share of Class A Common Stock for every 25 public warrants. The exercise price associated with such warrants is equivalent to $287.50 per share of Class A Common Stock. The public warrants became exercisable on November 15, 2021. The public warrants will expire on October 15, 2026, or earlier upon redemption or liquidation. We may redeem the outstanding warrants when various conditions are met, such as specific stock prices, as detailed in the specific warrant agreements. The warrants are recorded as a liability and reflected as “Warrant liability” in the consolidated balance sheets. During the three and nine months ended September 30, 2024, we received zero and less than $0.1 million, respectively, in proceeds from the exercise of the public warrants. During the three and nine months ended September 30, 2023, we did not receive any proceeds from the exercise of the public warrants. We recognized a gain from the change in fair value of the warrant liability during the three and nine months ended September 30, 2024 of $20.0 million and $13.9 million, respectively. We recognized a gain from the change in fair value of the warrant liability during the three months ended September 30, 2023 of $0.2 million and a loss during the nine months ended September 30, 2023 of $0.9 million. In connection with the Concurrent Offerings (Note 10), we issued and sold to the Third-Party Purchasers (as defined below) an aggregate of 1,396,701 shares of the Company’s Class A Common Stock, including 196,701 shares of Class A Common Stock issued upon exercise of certain of the Pre-Funded Warrants (as defined below) prior to the Third-Party Closing, Class 1 Warrants (“Class 1 Warrants”) to purchase an aggregate of 922,722 shares of Class A Common Stock, Class 2 Warrants (“Class 2 Warrants”) to purchase an aggregate of 922,722 shares of Class A Common Stock and Pre-Funded Warrants (“Pre-Funded Warrants”) to purchase an aggregate of 448,742 shares of Class A Common Stock. Concurrently, under the terms of the ICE Offering we entered into a securities purchase agreement (the “ICE Purchase Agreement” and, together with the Third-Party Purchase Agreement, the “Purchase Agreements”) with ICE, pursuant to which we issued and sold to ICE an aggregate of 461,361 shares of Class A Common Stock, Class 1 Warrants to purchase an aggregate of 230,680 shares of Class A Common Stock, and Class 2 Warrants to purchase an aggregate of 230,680 shares of Class A Common Stock. The consummation of the transactions contemplated by the ICE Purchase Agreement occurred on March 4, 2024 and April 25, 2024. The Class 1 and Class 2 Warrants have an exercise price of $25.50 and have a five-and-a-half year term. The Class 1 and Class 2 Warrants may be exercised at any time after the 6 month anniversary of the relevant closing. The Class 2 warrant agreement contains an alternative exercise clause that entitles the holder to exchange two warrants for a share of stock if certain conditions are met. The Class 1 and Class 2 Warrants issued in the Concurrent Offerings are initially recorded as a liability at fair value and reflected as “Warrant liability” in the consolidated balance sheets. The warrants issued on April 25, 2024 were valued at $2.6 million using the Black-Scholes-Merton model for Class 1 Warrants and a binomial lattice model for the Class 2 Warrants. Prior to the second quarter of 2024, we used a Monte Carlo simulation to measure the fair value of the Class 2 Warrants. During the second quarter of 2024, we adopted a binomial lattice model as our valuation technique as we believe it provides a more accurate and relevant measure of the fair value of the Class 2 Warrants. The Class 1 Warrants and Class 2 Warrants issued on March 4, 2024 were valued at $27.7 million using the Black-Scholes-Merton model for Class 1 Warrants and a Monte Carlo simulation for the Class 2 Warrants. During the three months ended September 30, 2024, Class 2 warrants exercisable for 288,350 shares of Class A Common Stock were exercised under an alternate cashless exercise, resulting in us issuing 144,175 shares of Class A Common Stock. As of September 30, 2024, all Class 1 Warrants and Class 2 Warrants exercisable for 865,050 shares of Class A Common Stock remain outstanding. During the three months ended March 31, 2024, holders exercised all of the Pre-Funded Warrants. The proceeds received from the exercise of Pre-Funded Warrants were immaterial. We recognized a gain from the change in fair value of the warrant liability associated with the Class 1 and Class 2 Warrants during the three and nine months ended September 30, 2024 of $19.4 million and $15.2 million, respectively.

Revenue from Contracts with Customers

9 Months Ended

Sep. 30, 2024

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):


Service Type	Three Months Ended September 30, 2024		Three Months Ended September 30, 2023		Nine Months Ended September 30, 2024		Nine Months Ended September 30, 2023
Transaction revenue	$	322,338	$	198,526	$	1,674,040	$	548,774
Subscription and service revenue	6,081		6,248		18,859		16,848
Total revenue	$	328,419	$	204,774	$	1,692,899	$	565,622


Platform	Three Months Ended September 30, 2024		Three Months Ended September 30, 2023		Nine Months Ended September 30, 2024		Nine Months Ended September 30, 2023
Loyalty redemption platform, net	$	12,086	$	13,024	$	38,085	$	38,096
Crypto services	316,333		191,750		1,654,814		527,526
Total revenue	$	328,419	$	204,774	$	1,692,899	$	565,622

We recognized revenue from foreign jurisdictions of $10.6 million and $35.5 million for the three and nine months ended September 30, 2024, respectively, and $1.1 million and $2.8 million for the three and nine months ended September 30, 2023, respectively.

We have one reportable segment to which our revenues relate.

Deferred Revenue

Contract liabilities consist of deferred revenue for amounts invoiced prior to us meeting the criteria for revenue recognition. We invoice customers for service fees at the beginning of service performance, and such fees are recognized as revenue over time as we satisfy performance obligations. Contract liabilities are classified as “Deferred revenue, current”

and “Deferred revenue, noncurrent” in our consolidated balance sheets. The activity in deferred revenue for the nine months ended September 30, 2024 and September 30, 2023, respectively, was as follows (in thousands):


	Nine Months Ended September 30, 2024		Nine Months Ended September 30, 2023
Beginning of the period contract liability	$	7,480	$	7,084
Revenue recognized from contract liabilities included in the beginning balance	(3,703)		(3,055)
Increases due to cash received, net of amounts recognized in revenue during the period	826		3,191
End of the period contract liability	$	4,603	$	7,220

Remaining Performance Obligations

As of September 30, 2024, the aggregate amount of the transaction price allocated to the remaining performance obligations related to partially completed contracts is $12.4 million, comprised of $7.8 million of subscription fees and $4.6 million of service fees that are deferred. We recognize our subscription fees as revenue over a weighted-average period of 19 months (ranges from 2 months to 24 months months) and our service fees as revenue over approximately 45 months.

As of September 30, 2023, the aggregate amount of the transaction price allocated to the remaining performance obligations related to partially completed contracts is $20.5 million, comprised of $13.3 million of subscription fees and $7.2 million of service fees that are deferred. We recognize our subscription fees as revenue over a weighted-average period of 29 months (ranges from 1 month to 36 months) and our service fees as revenue over approximately 14 months.

Contract Costs

For the three and nine months ended September 30, 2024 and September 30, 2023, we incurred no incremental costs to obtain and/or fulfill contracts with customers.

- Definition

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

+ References

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+ Details