July 21, 2025
Via EDGAR
Securities and Exchange Commission
Division of Corporation Finance
Office of Crypto Assets
100 F Street, N.E.
Washington, D.C. 20549
Attention: Sonia Benarowski
Lulu Cheng
| Re: | Bakkt Holdings, Inc. |
Registration Statement on Form S-3 (File No. 333-288362)
Acceleration Request
Requested Date: Wednesday, July 23, 2025
Requested Time: 4:30 P.M. Eastern Time
Ladies and Gentleman:
Pursuant to Rule 461 under the Securities Act of 1933, as amended, Bakkt Holdings, Inc. (the “Company”) hereby requests that the above-referenced Registration Statement (the “Registration Statement”) be declared effective at the “Requested Date” and “Requested Time” set forth above or as soon as practicable thereafter, or at such other time as the Company or its outside counsel, Sullivan & Cromwell LLP, requests by telephone that such Registration Statement be declared effective. Once the Registration Statement has been declared effective, please orally confirm that event with our counsel, Sullivan & Cromwell LLP, by calling Mario Schollmeyer at (212) 558-3287.
| Sincerely, |
| BAKKT HOLDINGS, INC. |
| /s/ Akshay Naheta |
| Name: Akshay Naheta Title: Co-Chief Executive Officer |
| cc: | Marc D’Annunzio, Bakkt Holdings, Inc. Paul Simmons, Bakkt Holdings, Inc. Jared Fishman, Sullivan & Cromwell LLP Matt Goodman, Sullivan & Cromwell LLP Mario Schollmeyer, Sullivan & Cromwell LLP |